As filed with the U.S. Securities and Exchange Commission on May 27, 2025.

Registration No. 333-      

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

____________________

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

____________________

DeepGreenX Group Inc.

(Exact name of Registrant as specified in its charter)

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

____________________

22 Vanderbilt Avenue
Suite 7A
New York, NY 10017
+1 646 466 7991
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________

Corporation Service Company
251 Little Falls Drive, Wilmington, DE 19808
Telephone: +1 302 636 5401
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:
Anthony M. Saur
Morrison Cohen LLP
909 Third Avenue, 27th Floor,
New York, NY 10022-4784
+1 212 735 8600

____________________

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

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

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

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

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

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

Emerging growth company ☒

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

____________

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. This registration statement will remain effective until such time as all of the American depository shares, or ADSs, offered hereby have been sold or we file a post-effective amendment to deregister any unsold ADSs. We may file such a post-effective amendment and terminate the effectiveness of this registration statement at any time.

Subject to Completion, Dated May 27, 2025.

DeepGreenX Group Inc.

[_] Common Shares

Represented by [_] American Depository Shares

This prospectus relates to the registration of the resale of common shares represented by American depository shares, or ADSs, held by the registered shareholders identified in this prospectus (each, a “Registered Shareholder” and collectively, the “Registered Shareholders”) in connection with our direct listing (the “Direct Listing”) on the New York Stock Exchange (the “NYSE”). We are registering for resale common shares represented by a total of [_] ADSs, each representing [one] common share of DeepGreenX Group Inc. Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell the ADSs covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders choose to sell ADSs, we will not receive any proceeds from the sale of such ADSs by the Registered Shareholders.

No public market for the ADSs or our common shares currently exists, and our common shares have a limited history of trading in private transactions.

Based on information provided by the NYSE, the opening trading price of the ADSs on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers. Based on such orders, the designated market maker will determine an opening price for the ADSs in consultation with a financial advisor pursuant to applicable NYSE rules. The financial advisor will utilize, as part of the process to determine an opening price for the ADSs, standard valuation analyses including but not limited to discounted cash flow analyses, comparable public company valuations and comparable acquisition valuations. While the analyses used will guide the determination of the opening price of the ADSs, the results of the valuation analyses may have little or no relation to the actual opening public price on the NYSE or the subsequent trading price of the ADSs on the NYSE. Further, the listing of the ADSs on the NYSE, without a firm-commitment underwritten offering, is a novel method for commencing public trading in our common shares and, consequently, the trading volume and price of ADSs may be more volatile than if our common shares or ADSs were initially listed in connection with an initial public offering underwritten on a firm-commitment basis as there will not be a traditional book building process. For more information, see the section titled “Plan of Distribution.”

DeepGreenX is a holding company incorporated under the federal laws of Canada. Except for our legacy operations related to the provision of logistics-related services, which are primarily conducted through our wholly owned subsidiaries located in China, all operations are conducted by its non-PRC subsidiaries. Only our legacy business has generated revenue to date.

This corporate structure involves unique risks to investors. Investors will not hold equity interests in our Chinese operating subsidiaries. There is a risk that Chinese regulatory authorities may disallow this structure (especially in the event of a national security review where our subsidiaries in China may fail such a review), which could result in a material change to our operations or to the value of the securities being registered for resale pursuant to this prospectus. Such a change could potentially cause the value of these securities to significantly decline or become worthless. In addition, such regulatory actions or enforcement could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, including under this resale registration statement. For a detailed discussion of the risks associated with this structure and the offering, please refer to “Risk Factors — Risks Relating to doing business in China” on page 27.

As of the date of this prospectus, no cash transfers, dividends, or other distributions have been made by any PRC or non-PRC subsidiary to our Korean subsidiary, or from our Korean subsidiary to DeepGreenX, and no dividends or distributions have been made to investors. We currently do not intend to pay dividends or otherwise upstream earnings from our operating subsidiaries, whether located in the PRC or elsewhere. Future transfers of funds between DeepGreenX and its subsidiaries are subject to approval and compliance procedures under applicable local law. Our PRC subsidiaries are subject to restrictions on the payment of dividends under PRC law, including withholding taxes and SAFE registration. There is no assurance that the PRC government will not impose additional restrictions on our ability to transfer cash or assets into or out of China. See “Risk Factors — Our PRC subsidiaries are subject to restrictions on paying dividends…” and “Consolidated Financial Statements.”

Our operations in China expose us to regulatory and operational risks associated with doing business in that jurisdiction. Recent developments in regulations, such as the People’s Republic of China (“PRC”) Data Security Law, the Anti-Unfair Competition Law (“AUCL”) and Anti-Monopoly Law (“AML”), have heightened these risks. Non-compliance with these laws may result in enforcement actions, investigations or disputes that could negatively impact our business and delay expansion plans. The government in China has strengthened enforcement of these laws in recent years, and violations may lead to civil, administrative, or criminal liabilities. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. While, as of the date of this prospectus, we have not been subject to any material claims, investigations, or legal proceedings for any material noncompliance with applicable PRC laws and regulations, or received any notice from relevant authorities requiring us to file for a cybersecurity review, and we do not believe that we or our PRC subsidiaries are subject to such a review, the relevant PRC regulatory authorities may take a contrary view. We cannot assure you that we will comply with such regulations in all respects, and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities and/or become subject to fines or other sanctions which may have a material adverse effect on our business, operations and financial condition. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. The Trial Measures regulate both direct and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, whether

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus. Neither we nor the Registered Shareholders have authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. Neither we nor the Registered Shareholders take responsibility for, and can provide no assurance as to, the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of ADSs.

Neither we nor any of the Registered Shareholders have taken any action to permit a public offering of ADSs outside the U.S. or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the U.S. Persons outside the U.S. who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of ADSs and the distribution of the prospectus or any filed free writing prospectus outside the U.S.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form F-1 (the “Registration Statement”) that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration or continuous offering process. Under this shelf process, the Registered Shareholders may from time to time sell ADSs covered by this prospectus in the manner described in “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in this prospectus (except for the section titled “Plan of Distribution,” which additions, updates, or changes that are material shall only be made pursuant to a post-effective amendment). You should read this prospectus before deciding to invest in the ADSs. You may obtain this information without charge by following the instructions under “Where You Can Find More Information” appearing elsewhere in this prospectus.

References to “KRW” are to Korean Won, the legal currency of the Republic of Korea (“Korea”). References to “CNY” and “RMB” are to Chinese yuan renminbi, the legal currency of the People’s Republic of China. References to “$,” “U.S. dollars” and “USD” are to United States dollars, the legal currency of the United States.

The reporting currency of the Group is U.S. dollars. The functional currency of the Company is KRW and CNY. The Group’s principal place of current operations is the PRC. The financial position and results of its operations in the PRC are determined using Renminbi (“RMB”) as its functional currency. The results of operations and the consolidated statement of cash flows denominated in functional currencies are translated to U.S. dollars at the average rates of exchange using the reporting period. The functional currencies are the respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.

In the consolidated financial statements, the financial information of entities whose functional currency is other than U.S. dollars has been translated into U.S. dollars. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and losses are translated using the average rate for the period. The resulting translation adjustment is reflected as accumulated other comprehensive income, which are included in the accompanying consolidated statements of income and comprehensive income.

Unless otherwise indicated, the information in this prospectus assumes the filing of our amended and restated articles of incorporation, which will occur prior to the consummation of the Direct Listing.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from publicly available information, industry and general publications. and research, surveys and studies conducted by third parties. Certain industry, market and competitive position data in this prospectus, including as described under “Industry,” is based on third-party data provided by, among others, Frost & Sullivan.

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any such information is incorrect, we are in any case responsible for the contents of this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The financial information in this prospectus as of December 31, 2024, 2023 and 2022, which are included elsewhere in this prospectus. Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts shown in the Registration Statement or derived from the U.S. GAAP financial statements have been rounded or truncated as deemed appropriate by the management of our company. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

RISK FACTORS

An investment in the ADSs involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in the ADSs. Any of the following risks could have a material and adverse effect on our business, financial condition and results of operations. In any such case, the market price of the ADSs could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

We are a growth stage company that has a history of losses, negative cash flows from operating activities and negative working capital.

We had net losses of $2,453,422 and $96,698 and net profit of $99,461 for the years ended December 31, 2024, 2023 and 2022, respectively. We had net cash flows used in operating activities of $2,195,962, $55,119 and $12,693 for the years ended December 31, 2024, 2023 and 2022, respectively. We expect to continue to incur operating and net losses in the near term as we continue to develop and implement our new business platform.

Our ability to achieve profitability, positive cash flows from operating activities and a net working capital surplus will depend on many factors, including the successful execution of our green logistics business in accordance with our business contracts, and our ability to profitably implement our expansion platform over time and other factors discussed in this “Risk Factors” section.

We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and/or equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.

As of December 31, 2024, 2023 and 2022, we had $27,377,873, $565,000 and $650,000 of undrawn lines of credit for short-term financing under our existing credit facilities, respectively, and $1,051,936, $14,316 and $68 in cash and cash equivalents, respectively. We will require a significant amount of additional working capital to support our business expansion until we achieve profitability.

Following the completion of this Direct Listing, we expect to rely on equity and/or debt financing available in the public and also private markets to meet our present and future working capital and capital expenditure requirements. Raising additional funds through future issuances of equity or convertible debt securities would likely lead to our existing shareholders and holders of ADSs suffering dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common shares and ADSs. Any debt financing that we may secure in the future may contain covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities and may also be burdensome in terms of increasing interest expenses. In addition, among other macroeconomic factors, an increase in interest rates would adversely affect our ability to secure additional debt financing and would result in higher interest payments. If interest rates remain at elevated levels or continue to rise, it may be more difficult for us to obtain debt financing on terms that are commercially favorable or in line with our budget and expectations, and our interest payments may increase.

We may continue to depend, in part, on financing and other support from our affiliates in the future. There can be no assurance that in the future financing from our affiliates will continue to be available to us in sufficient amounts or at all due to their level of indebtedness, other financial obligations or overall funding position, or that, as an alternative to financing from our affiliates, we will be able to obtain third-party debt financing or access the capital markets in a timely manner and on terms that are acceptable to us or at all.

Any inability to raise financing on commercially acceptable terms or at all could result in our failure to implement our business plans and strategy or cause us to experience disruptions in our operating activities, and our business, financial condition, results of operations, cash flows and prospects would be materially and adversely affected.

Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks.

Our growth strategy depends in part on our ability to augment our green energy and software platform offerings, increase our global reach to meet demand, innovate our commercial approach, expand our service and product offerings, enhance and refine our service and product offering, pursue enhanced operations, broaden our ancillary revenue streams, pursue organic and inorganic growth opportunities and promote and invest in our ESG and green energy initiatives.

As we introduce new products and services or refine, improve or upgrade versions of existing products and services, we cannot predict the level of market acceptance or the amount of market share these products or services will achieve, if any. We cannot assure you that we will not experience material delays in the entry into new markets and the introduction of new products and services in the future. Consistent with our strategy of offering new products and product refinements, we expect to continue to use a substantial amount of capital for product and service refinement, research and development, and sales and marketing.

If we are unable to successfully implement our long-term growth strategy, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

We may not succeed in growing our brand in markets outside China or other markets in which we currently operate. Our brand, reputation, public credibility and consumer confidence in our business could be harmed by negative publicity.

Our business and prospects are affected by our ability to grow our brand in markets outside of China. We expect that our ability to develop, maintain, and strengthen credibility and confidence in our brand will depend on the success of our marketing and branding efforts.

Our reputation and brand are vulnerable to threats that can be difficult or impossible to predict, control, and costly or impossible to remediate. Negative publicity about us can harm our ability to attract and retain customers, third-party partners, and key employees, our reputation, business, and results of operations, even if they are baseless or satisfactorily addressed. These allegations, even if unproven or meritless, may lead to inquiries, investigations, or other legal actions against us by regulatory or government authorities as well as private parties. Any regulatory inquiries or investigations and lawsuits against us, perceptions of inappropriate business conduct by us or perceived wrongdoing by any member of our management team, among other things, could substantially damage our reputation and public credibility and cause us to incur significant costs to defend ourselves. Any negative market perception or publicity regarding our suppliers or other business partners that we closely cooperate with, or any regulatory inquiries or investigations and lawsuits initiated against them, may also have an impact on our brand, public credibility and customer confidence in our products, or subject us to regulatory inquiries, investigations or lawsuits. We may incur additional costs on marketing activities to rehabilitate our brand and reputation.

Any negative media publicity about the green energy and software platform industries or product or service quality problems of others in the industries in which we operate, including our competitors, may also negatively impact our brand, public credibility and consumer confidence by association, and may also affect the value of your investment.

As the green industrial supply chain industry continues to develop, competition could intensify, and we may not be successful in competing in this industry.

Technological innovation is one of the key factors driving the development of the green industrial supply chain, and the inability to keep pace with market demands may pose a significant risk. As the demand for sustainable solutions grows, companies need to respond quickly to maintain their competitiveness. However, the development and application of technology often require substantial time and resources, especially in complex areas such as clean energy, waste management, and circular economy. Many green technologies are still in the developmental stage, and relevant talent is relatively scarce, particularly in niche areas like sustainable aviation fuel, where a mature production method has yet to be established. If we fail to update and enhance our technological capabilities in a timely manner, we risk missing development opportunities, which can affect the overall efficiency and effectiveness of the green industrial supply chain.

As our industry continues to develop, competition could intensify in the future, including due to increased demand, continuing globalization, new market entrants into the green industrial supply chain. We expect that more competitors will enter the green industrial supply chain market, and these new entrants will further increase competition. We expect competition in such market to intensify in the future in light of increased demand, continuing globalization, brand differentiation, product design, pricing and total cost of ownership, service and manufacturing scale and efficiency. Increased competition may lead to lower sales which may result in downward price pressure and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Increases in the cost or reduction in the supply of renewable resources could have an adverse impact on our business, financial condition and results of operations.

The development of the green industrial supply chain heavily relies on the stable supply of renewable resources, but uncertainties in resource supply may pose significant risks for the industry. As demand for green products increases, competition for resources will intensify. Certain key resources, such as rare earth metals and lithium battery materials, may face depletion risks due to over-extraction. This resource scarcity can lead to skyrocketing raw material prices, thereby impacting the cost structure of the entire supply chain. In addition, tariffs or other trade restrictions on such resources imposed by governmental agencies may put upward pressure on prices of these products in the jurisdictions from which we currently purchase resources, which could reduce our ability to offer competitive pricing to potential customers.

Additionally, global political situations and trade frictions may also affect the security of resource supply chains. In recent years, the uncertainty in the global trade environment has increased, and trade restrictions between countries may hinder resource flow, impacting supply chain stability. These legal and policy developments could disrupt our supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations. Broader policy uncertainty could also reduce resource production generally, affecting supplies and/or prices, regardless of supplier. While we intend to develop multiple supply sources in a variety of countries, we could still be adversely affected by increases in our costs, negative publicity related to the industry and the sourcing of raw materials, or other adverse consequences to our business.

We intend to closely monitor international political and economic conditions and adjust our supply chain strategies in a timely manner to ensure a stable supply of key resources. However, we cannot predict what additional actions may be taken with respect to tariffs, trade regulations or other governmental actions that could affect our business. If additional measures are imposed or other negotiated outcomes occur, our ability to purchase these products on competitive terms or to access specialized technologies from other countries could be further limited, which could adversely affect our business, financial condition and results of operations.

The carbon credit market is volatile, and any decline in value of carbon credits or carbon offsets could materially and adversely affect our business.

Carbon credit trading is a critical guarantee for the commercialization of the green industrial supply chain. Traditionally, the market viewed ESG compliance as a cost for enterprises, while the establishment of carbon credit trading platforms has given carbon reduction itself commercial value. The greater the market affirmation of carbon credit assets, the stronger the demand for green transformation within the industrial supply chain, which in turn promotes the development of the green industrial supply chain. However, the volatility of carbon credits is one of the key risks affecting industry development. As countries emphasize carbon reduction goals, carbon emissions trading markets have emerged; however, market instability may lead to higher transaction costs and risks for companies.

The value of carbon credits and carbon offsets fluctuate based on market, standard-setting and regulatory forces outside our control. Although the value of carbon credits and carbon offsets has been rising in recent years, new technologies or easier carbon credit or carbon offset issuance rules, for example, may facilitate an increase in the supply of carbon credits and carbon offsets that outstrips demand, resulting in the value of carbon credits and carbon offsets to decline. Apart from supply and demand, the carbon credits prices may also be impacted by micro-and macro-economic conditions, general economic sentiment, international mandates, geopolitical tension, technology enhancements, inflation and currency exchange rates. A decline in carbon credit prices may raise doubts about the commercialization of the industrial supply chain’s green transformation. Transparency and regulatory issues within

carbon markets are also risks that companies need to be aware of. If the market lacks sufficient oversight, speculative behavior may intensify, further affecting the stability of carbon prices. Any decline in the value of carbon credits or carbon offsets could materially and adversely affect our business, results of operations and financial condition.

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt green products, which may be affected by various factors, including developments in the industries we operate in.

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt products in the green energy space. Demand for our products and services may be affected by many factors, including economic conditions, price changes and consumer awareness. Economic fluctuations may weaken the investment and consumption willingness of both enterprises and consumers, impacting the sales of sustainable products. For instance, during economic downturns, customers often prioritize lower-priced traditional products over green alternatives, putting direct pressure on sales and profits. Although green products generally have lower operating costs over time, their initial investment costs are often high, leading many downstream customers to prefer lower-priced traditional products. Therefore, companies need to maintain product quality while actively reducing production costs to enhance the market competitiveness of green products.

The market for our products and services is still evolving, characterized by changing technologies, a competitive pricing environment, evolving government regulations and industry standards, and changing consumer demands and behaviors. We may be unable to keep up with such changes and, as a result, our competitiveness may suffer. As technologies change, we will need to source and integrate the latest technology into our products and services. The introduction and integration of new technologies into our products and services may increase our costs and capital expenditures. Any failure by us to cost efficiently implement new technologies or adjust our operations could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Digital assets represent a new and rapidly evolving industry, and the value of the ADSs may depend on the acceptance of our proposed digital asset products.

We are developing an intelligent software platform that will, among other things, involve tokenization of green data and the generation of digital asset trading revenue related thereto. In general, digital asset networks and other cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the realization of one or more of the following risks could materially adversely affect the value of the ADSs:

•        Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services, which could decrease the price of digital assets generally or individually.

•        Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, and their or its utility as a payment system, which could decrease the price of digital assets generally or individually.

•        Certain privacy-preserving features have been or are expected to be introduced to a number of digital asset networks. If any such features are introduced to any trading platforms or businesses that facilitate transactions related to the DXG RWA Factory, we may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks.

Many digital assets were only introduced within the past fifteen years, and the medium-to-long-term value of the ADSs may be subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets.

Many digital assets were only introduced within the past decade, and the medium-to-long-term value of the ADSs may be subject to a number of factors relating to the capabilities and development of blockchain technologies, such as the recentness of their development; their dependence on the internet and other technologies;

their dependence on the role played by users, developers and validators; and the potential for malicious activity. For example, the realization of one or more of the following risks could materially adversely affect the value of the ADSs:

•        Digital asset networks are in the early stages of development. Given the recentness of the development of digital asset networks, digital assets may not function as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of digital asset networks. Because we expect to generate revenue primarily from subscription and usage fees and digital asset trading revenue from the monetization of the digital financial instruments we create for our customers, the value of the ADSs may be subject to a number of factors relating to the fundamental investment characteristics of digital assets, including the fact that digital assets are bearer instruments and loss, theft, compromise, or destruction of the associated private keys could result in permanent loss of the asset.

•        Digital asset networks are dependent upon the internet. A disruption of the internet or a digital asset network would affect the ability to transfer digital assets and, consequently, a disruption may impact their value.

•        Many digital asset networks face significant scaling challenges and are being upgraded with various features designed to increase the speed of digital asset transactions and the number of transactions that can be processed in a given period (known as “throughput”). These attempts to increase the volume of transactions may not be effective, and such upgrades may fail, resulting in potentially material negative impact on the value of such digital asset networks and the digital assets being traded thereon.

•        In the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying the digital asset network upon which our digital financial instruments may trade could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to compromise the security of any such networks, which would adversely affect the value of the ADSs. Moreover, functionality of any such network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for our digital financial instruments. Even if another digital asset were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the ADSs.

Moreover, because digital assets have been in existence for a relatively short period of time and are continuing to develop, there may be additional risks in the future that are impossible to predict as of the date of this Prospectus.

We may not be able to adequately evaluate the risks associated with our planned DXG RWA Factory platform.

The DXG RWA Factory may not be successful and may expose us to legal, regulatory, and other risks. Given the nascent and evolving nature of cryptocurrencies, NFTs, and blockchain technology, we may be unable to accurately anticipate or adequately address such risks or the potential impact of such risks. The occurrence of any such risks could materially and adversely affect our business, financial condition, results of operations, reputation, and prospects.

As the market for NFTs and other tokenized real-world assets is relatively nascent, it is difficult to predict how the legal and regulatory framework around such digital assets will develop and how such developments will impact our business and our platform. Further, market acceptance of tokenized real-world assets is uncertain as buyers may be unfamiliar or uncomfortable with digital assets generally, how to transact in digital assets, or how to assess their value. The launch of the DXG RWA Factory also subjects us to risks similar to those associated with any new platform offering, including, but not limited to, our ability to accurately anticipate market demand and acceptance, our ability to successfully launch our new offering, creator and buyer acceptance, technical issues with the operation of the platform, and legal and regulatory risks as discussed above. We believe these risks may be heightened with respect to the DXG RWA Factory, as tokenized real-world assets are still considered a relatively novel concept. If we fail to accurately anticipate or manage the risks associated with the DXG RWA Factory or with our facilitation of crypto asset transactions, or if we directly or indirectly become subject to disputes, liability, or other legal or regulatory issues in connection with the DXG RWA Factory or crypto asset transactions, the DXG RWA Factory may not be successful and our business, financial condition, results of operations, reputation, and prospects could be materially harmed.

Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity.

Beginning in the fourth quarter of 2021, and continuing throughout 2022 and 2023, digital asset prices fell precipitously. This has led to volatility and disruption in the digital asset markets and financial difficulties for several prominent industry participants, including digital asset trading platforms, hedge funds and lending platforms. For example, in the first half of 2022, digital asset lenders Celsius Network LLC and Voyager Digital Ltd. and digital asset hedge fund Three Arrows Capital each declared bankruptcy, and the stablecoin TerraUSD collapsed. These events caused a loss of confidence in participants in the digital asset ecosystem, negative publicity surrounding digital assets more broadly, and market-wide declines in digital asset trading prices and liquidity.

Thereafter, in November 2022, FTX Trading Ltd. (“FTX”), the third largest digital asset trading platform by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency. Shortly thereafter, FTX’s CEO resigned and FTX and numerous affiliates of FTX filed for bankruptcy. The U.S. Department of Justice subsequently brought criminal charges, including charges of fraud, violations of federal securities laws, money laundering, and campaign finance offenses, against FTX’s former CEO and others. Subsequently, in November 2023, FTX’s CEO was found guilty by a federal jury on all seven criminal counts against him, including fraud and conspiracy to commit wire fraud, conspiracy to commit securities fraud, conspiracy to commit commodities fraud, and conspiracy to commit money laundering. FTX is also under investigation by the SEC, the Justice Department, and the Commodity Futures Trading Commission, as well as by various regulatory authorities in the Bahamas, Europe and other jurisdictions. In response to these events, the digital asset markets have experienced extreme price volatility and declines in liquidity, and regulatory and enforcement scrutiny has increased, including from the DOJ, the SEC, the CFTC, the White House and Congress. Following FTX’s bankruptcy filing, several other entities in the digital asset industry filed for bankruptcy, such as BlockFi Inc. and Genesis Global Capital, LLC. Additionally, in November 2023, the U.S. Department of the Treasury settled charges against Binance for violations of U.S. anti-money laundering and sanctions laws. The SEC also brought charges against Genesis Global Capital, LLC and Gemini Trust Company, LLC on January 12, 2023, for their alleged unregistered offer and sale of securities to retail investors.

The collapse of TerraUSD and the bankruptcy filings of FTX, Celsius, Voyager and BlockFi have resulted in calls for heightened scrutiny and regulation of the digital asset industry, with a specific focus on digital asset trading platforms, and custodians. Federal and state legislatures and regulatory agencies are expected to introduce and enact new laws and regulations to regulate digital asset intermediaries, such as digital asset trading platforms and custodians. The U.S. regulatory regime — namely the Federal Reserve Board, the U.S. Congress and certain U.S. agencies (e.g., the SEC, the CFTC, the Financial Crimes Enforcement Network (“FinCEN”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Federal Bureau of Investigation) as well as the White House — have issued reports and releases concerning digital assets. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty and may not be ascertainable in the near future. It is possible that new laws and increased regulation and regulatory scrutiny may require us to comply with certain regulatory regimes, which could result in new costs. We may have to devote increased time and attention to regulatory matters, which could increase costs. New laws, regulations and regulatory actions could significantly restrict or eliminate the market for, or uses of, digital assets, which could have a negative effect on the value of any digital financial instruments we may create, which in turn would have a negative effect on the value of the ADSs.

These events are continuing to develop at a rapid pace and it is not possible to predict at this time all of the risks that they may pose to us, our subsidiaries and/or our third-party service providers, or to the digital asset industry as a whole.

Continued disruption and instability in the digital asset markets as these events develop could have a material adverse effect on the value of the ADSs, and the ADSs could lose all or substantially all of its value.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately and timely report our financial condition, results of operations or cash flows, which may adversely affect investor confidence.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. Beginning with our second annual report following this Direct Listing, we will be required pursuant to SEC rules to furnish a report by management on, among other things, the

effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In addition, our independent registered public accounting firm will be required to formally attest to and report on the effectiveness of our internal control over financial reporting pursuant to the SEC rules commencing the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” (“EGC”) (as defined in the JOBS Act). See “Risk Factors — Risks Related to the Ownership of the ADSs” — We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” on page 49. At the time when we are no longer an EGC, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls are designed, documented, operated or reviewed. Remediation efforts may not enable us to avoid a material weakness in the future.

Although efforts to document, test, evaluate and remediate our internal control over financial reporting are in progress, there is a risk that we will not be able to conclude, within the prescribed timeframe, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. Testing and maintaining internal control may divert our management’s attention from other matters that are important to our business. During the evaluation and testing process, we may identify one or more material weaknesses in internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SEC rules or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could cause the price of the ADSs to decline and could subject us to investigation or sanctions by the SEC. Failure to remedy any material weakness in internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict future access to the capital markets. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We collaborate with a range of third parties, including for certain business partners for key aspects of our business, and any failure of these partners to deliver their services adequately will adversely impact our business, operations, reputation, results of operations and prospects.

We contract with third parties to provide purchasing, transportation, storage and other logistics services to our customers on their behalf.

Although we take care to select our third-party business partners and contractors, we cannot control their actions. If our vendors fail to perform as we expect, our operations and reputation could suffer if the failure harms the vendors’ ability to serve us and our customers. One or more of these third-party vendors may experience financial distress, staffing shortages or liquidity challenges, file for bankruptcy protection, go out of business, or suffer disruptions in their business. We may not be able to renew or enter into new arrangements with our third-party providers on terms satisfactory to us. If we successfully grow our business as expected, our third-party providers will be required to meet increased requirements from us as we seek to serve greater customer demand.

The use of third-party vendors represents an inherent risk to us that could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our research and development efforts may not yield expected results.

Technological innovation is critical to our success. We have, to date, developed all of our technologies in-house, but we also expect to collaborate with third-party business partners as we complete developing our full platform. We have invested in our research and development efforts and expect to continue doing so in the future. Research and development activities are inherently uncertain, and there can be no assurance that we will continue to achieve technological breakthroughs and successfully commercialize such breakthroughs. A delay in the development or

regulatory approval (if applicable) of technologies for our platform could delay our expected timelines to bring our products and services to market or to provide upgrades to existing products or services or generally fail to meet customer demand, which would in turn damage our brand and reputation, adversely affect our business, financial condition, results of operations, cash flows and prospects and cause liquidity constraints.

Our historical results of operations are not, and our past growth may not, be indicative of our future performance or prospects.

This prospectus includes financial information as of December 31, 2024, 2023 and 2022, and the respective twelve-month periods ending thereon.

We have experienced rapid growth of our business in the past, with operations focused on our home market of China. There can be no assurance that we will be able to achieve similar rapid growth of our business in our international markets where the business, regulatory and consumer landscapes may differ significantly from China.

We intend to expand from a green logistics supply chain firm into an intelligent platform company operating in the green data digitalization and monetization sector. Our expansion effort into this substantially different marketplace requiring substantially different capabilities may result in a significant reduction in our ability to conduct our existing business over time. Given the above, our past growth and historical financial results of operations may not be indicative of our future performance or prospects.

Our business depends on the continued efforts of our people and our ability to recruit new talent and our operations may be disrupted if we lose their services.

Our success depends on the continued efforts of our people, including our key management and employees with expertise in various areas. If our personnel are unable or unwilling to continue their services with us, we might not be able to replace such personnel in a timely manner or without incurring additional costs or we might not be able to find replacements with appropriate experience. The intended green energy and software platform industries are characterized by high demand and intense competition for talent, and as we build our brand and become more well-known outside of China, the risk that competitors or other companies may seek to hire our talent could increase. In addition, we may need to expend significant time and expense to train new employees that we are required to hire.

We will be subject to risks associated with foreign exchange rate fluctuations and interest rate changes.

We intend to operate in numerous markets worldwide and as such will be exposed to risks stemming from fluctuations in currency and interest rates.

Our exposure to currency risk is mainly linked to differences in the geographic distribution of our manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies different from those of purchases or production activities.

Our direct exposure to interest rate risk stems from our use of various forms of financing to cover future funding requirements for our activities and changes in interest rates can affect our net revenues, finance costs and margins. Although we may manage risks associated with fluctuations in currency and interest rates through financial hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

Our global operations expose us to business and legal risks, which could restrict or limit our ability to execute our strategy.

Our significant operations are based outside of the United States, and currently are principally based in the People’s Republic of China. We are subject to risks customarily associated with such global operations, including: the complexity of laws, regulations, and markets in the countries in which we operate; the uncertainty of enforcement of remedies in certain jurisdictions; the effect of currency exchange rate fluctuations; export control laws; the impact of foreign labor laws and disputes; the ability to attract and retain key personnel; the economic, tax, and regulatory policies of local governments; compliance with applicable anti-money laundering, anti-bribery, and anti-corruption laws, including the Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada) and other anti-corruption laws that generally prohibit persons and companies and their agents from offering, promising,

authorizing, or making improper payments to foreign government officials for the purpose of obtaining or retaining business; and compliance with applicable sanctions regimes regarding dealings with certain persons or countries. Certain of these laws also contain provisions that require accurate recordkeeping and further require companies to devise and maintain an adequate system of internal accounting controls.

If we adopt policies and controls that are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions and other penalties. Any such violation could disrupt our business and adversely affect our reputation, results of operations, cash flows, and financial condition. In addition, our business operations could be interrupted and negatively affected by terrorist activity, political unrest, or other economic or political uncertainties. Moreover, countries, including in particular Canada, the PRC and the United States, could impose tariffs, quotas, trade barriers, and other similar restrictions that adversely impact the international nature of our business.

Further, our ability to expand successfully in other countries involves other risks, including difficulties in integrating local operations, risks associated with entering jurisdictions in which we may have little experience and the day-to-day management of a growing and increasingly geographically diverse company. We may not realize the operating efficiencies, competitive advantages or financial results that we anticipate from our investments in countries other than China.

Risks Related to Information Technology, Cybersecurity and Data Privacy

We utilize third-party service providers to support our service and business operations and any disruption or delays in service from these third-party providers could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our brand, reputation and ability to attract customers depends on the reliable performance of our products and services and the supporting systems, technology, and infrastructure. For example, we are expecting to use systems similar to Amazon Web Services (“AWS”) and Microsoft Azure for cloud-based services. The availability and effectiveness of these services depend on the continued operation of information technology systems. We will rely on leading third party providers to host our cloud computing and storage needs. We do not own, control, or operate our cloud computing physical infrastructure or their data center providers. Although we will put in place disaster recovery plans, including the use of multiple cloud service providers spread out across different locations, our systems and operations will still be vulnerable to damage or interruption from, among others, fire, flood, power loss, natural disasters, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, system vulnerabilities, earthquakes and other events at the sites of such providers. Ransomware within our information systems could target our manufacturing and/or business capabilities limiting the availability and uptime of these systems or eliciting payment from us. The occurrence of any of the foregoing events could result in damage to systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur.

Problems faced by our third-party cloud service providers with their telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our third-party cloud service providers could decide to close their facilities without adequate notice resulting in loss of service and negative effects in our systems. Any financial difficulties, such as bankruptcy reorganization, faced by our third-party providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict.

Business interruption insurance that we may carry in the future may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, which may result from interruptions in our service as a result of system failures. Any errors, defects, disruptions or other performance problems with our services could harm our business, financial condition, results of operations, cash flows and prospects.

Breaches in data security, failure of information security systems and privacy concerns could subject us to penalties, damage our reputation and brand, and adversely impact our business, financial condition, results of operations, cash flows and prospects.

We and our suppliers and service providers may face challenges with respect to information security and privacy, including in relation to the collection, storage, transmission and sharing of information.

Increasingly, companies are subject to a wide variety of attacks on their networks and information technology infrastructure on an ongoing basis. Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, ransomware attacks and sophisticated nation-state and nation-state supported actors engage in intrusions and attacks that create risks for our (and our suppliers’) internal networks, infrastructure, and cloud deployed products and the information they store and process.

Although we have implemented security measures to prevent such attacks, our networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or other causes, and as a result, an unauthorized party may obtain access to our systems, networks, or data. We and our suppliers have in the past been subject to ransomware and phishing attacks. Though we do not believe we experienced any material losses or any sensitive or material information was compromised, we were unable to determine conclusively that this was the case. We have implemented remedial measures in response to such incidents. We cannot guarantee that such measures will prevent all incidents in the future.

We work with various third-party suppliers and service providers in the course of operating our business, and we depend on such third parties to take appropriate measures to protect the security and integrity of their information and systems. We cannot assure you that the measures taken by our third-party suppliers and service providers will be effective.

We and our third-party suppliers and service providers may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. A breach in our data security or that of our suppliers or service providers could create system disruptions or slowdowns and provide malicious parties with access to information stored on our networks, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our business, financial condition, results of operations, cash flows and prospects. Further, any breach in our data security or those of our third-party suppliers and service providers could allow malicious parties to access sensitive systems, such as our product themselves. Such access could adversely impact the safety of our employees, our customers and third parties.

Furthermore, cybersecurity organizations around the world have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks. We and our suppliers and service providers may be subject to retaliatory cyberattacks by state or non-state actors in response to economic sanctions and other political actions taken by governments where we operate.

Any actual, alleged or perceived failure to prevent a security breach or to comply with our cybersecurity policies or cybersecurity-related legal obligations, failure in our systems or networks, or any other actual, alleged or perceived data security incident we or our suppliers or service providers suffer, could result in damage to our reputation, negative publicity, loss of customers and sales, loss of competitive advantages over our competitors, increased costs to remedy any problems and provide any required notifications and consents, including to regulators and/or individuals, and otherwise respond to any incident, claims, regulatory investigations and enforcement actions, costly litigation, administrative fines and other liabilities. We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal data. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees, diversion of internal resources, and reputational harm.

In addition, we may incur significant financial and operational costs to investigate, remediate and implement additional tools, devices and systems designed to prevent actual or perceived security breaches and other security incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely impact the market perception of our products and customer and investor confidence in our company, and would materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We retain certain information about our customers, which may subject us to customer concerns or various privacy and consumer protection laws.

As we expand our operations internationally, we will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in all of the countries and jurisdictions where we operate or have customers. Such regulations may impose additional regulatory obligations

regarding the handling of personal information and further provide certain individual privacy rights to persons whose data is processed. Data protection and privacy-related laws and regulations are evolving and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. We are monitoring these developments, but we may, in addition to other impacts, experience additional costs associated with increased compliance burdens and restrictions on the conduct of our business and the manner in which we interact with our customers.

Failure to comply with applicable laws and regulations could result in regulatory enforcement actions against us. For example, our misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility. These possibilities, if borne out, could have a negative impact on revenues and profits. If a third party alleges that we have violated applicable data privacy laws, we could face legal claims, damages and administrative fines as well as reputational harm among consumers, investors, and strategic partners.

Risks Related to Regulations and Litigation

The green industrial supply chain industry is in an early developmental stage and, as such, is subject to an uncertain and evolving regulatory regime. Changes in applicable regulations or a failure to comply with such regulations could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business.

The development of the global green industrial supply chain relies on government policies and regulatory support. This industry is still in its early stages, and the immaturity of technologies and systems has resulted in inadequate profitability, making the industry heavily reliant on policy guidance. Consequently, changes in the policy environment can have a significant impact on the stability and development direction of the entire industry. For example, if a particular environmental subsidy policy is reduced or eliminated, operating costs for companies may rise sharply, affecting their profitability. Smaller enterprises that depend on government support may face existential threats. Moreover, policy uncertainty may lead companies to reduce investments, especially in research and development of new technologies and green products, hindering overall innovation and sustainable development in the industry. The laws, regulations, standards and policies related to our industry are continuously evolving. The costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As we expand our business into the target markets, we are in the process of reviewing the applicable laws and regulations in each jurisdiction, including required approvals, licenses and permits. Such laws, regulations, standards and policies continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise affect our business.

To mitigate risks arising from policy changes, businesses need to actively monitor policy trends and adjust their operational strategies in a timely manner to adapt to the evolving policy environment.

Our policies and procedures for assessing whether the digital assets and related services we intend to offer are securities under U.S. law are based on internal risk-based judgments and are not binding on regulatory authorities. If the SEC or another regulatory body disagrees with our assessments, we may be subject to enforcement actions, penalties, and other adverse consequences.

We intend to offer our digital assets and related services to customers in the United States, and therefore, such products and services will be subject to regulation by U.S. regulatory authorities. We have developed internal policies and procedures designed to evaluate whether the digital assets and digital-asset-related services and products we intend to offer are “securities” within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These policies and procedures are based on available legal frameworks, including judicial precedent, regulatory guidance, and our understanding of applicable securities laws. However, the legal status of digital assets remains highly uncertain and subject to ongoing regulatory scrutiny and evolving interpretations by courts and regulators, including the SEC. Our determinations as to whether a particular digital asset or service will constitute a security are risk-based judgments made internally, and they do not constitute legal determinations that are binding on the SEC, other regulatory authorities, or the courts. As a result, there is a risk that the SEC or another regulatory body may take a different position and determine that one or more of the digital assets or related services we intend to offer constitute securities under U.S. law. If such a determination were made, we could be subject to regulatory investigations, enforcement actions, significant penalties, cease-and-desist orders, or other

legal consequences, any of which could have a material adverse effect on our business, financial condition, and prospects. Moreover, if any digital assets or services we intend to provide are deemed to involve securities, we may be required to register with the SEC or another regulatory authority, obtain necessary licenses, or modify or discontinue certain aspects of our business to comply with applicable laws. Such regulatory actions could result in significant legal costs, operational disruptions, reputational harm, and a loss of business opportunities. In addition, if any digital assets or services we intend to provide are deemed to involve securities, we could be considered an unregistered “investment company” under SEC rules. In such case, the provision of such digital assets or services may be deemed an illegal offering of securities. If we are deemed subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) there is no guarantee that we will be able to register as an investment company at such time or take such other actions as may be necessary to ensure that our activities comply with applicable law.

Additionally, the regulatory landscape for digital assets continues to evolve, with increasing scrutiny from U.S. and international regulators. Future legislative, judicial, or regulatory developments could further impact our ability to operate, require us to adopt additional compliance measures, or subject us to new legal risks that we cannot currently anticipate. Given the inherent uncertainty in the classification of digital assets under securities laws, investors in our company may face significant risks associated with the potential reclassification of our products and services and the resulting regulatory and enforcement consequences.

If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, results of operations and financial condition.

We intend to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. Under Section 3(a)(1) of the Investment Company Act, an entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an applicable exemption: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (b) it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire securities (other than U.S. government securities, securities issued by employees’ securities companies and securities issued by qualifying majority-owned subsidiaries of such entity) having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We do not believe the digital assets or services we and our subsidiaries intend to provide will constitute a security for the purposes of the Investment Company Act and, therefore, we believe the Company can reasonably conclude that neither it nor its subsidiaries are primarily engaged in investing in securities and therefore do not meet any of the definitions of investment company under Section 3 of the Investment Company Act. However, if anything were to happen which would cause us to be deemed to be an investment company under the Investment Company Act, we may lose our ability to raise money in the U.S. capital markets and from U.S. lenders, and additional restrictions under the Investment Company Act could apply to us, all of which could make it impractical for us to continue our business as currently conducted. This would materially and adversely affect the value of the ADSs.

The tokenization of certain green data real-world assets on our platform may subject us to additional regulatory requirements that could be costly and difficult to comply with or may subject us to other risks that could result in additional liability, reputational harm, or other consequences that could adversely affect our business, results of operations, financial condition, and prospects.

The tokenization of real-world assets is subject to complex and rapidly evolving laws and regulations, and governments and regulatory authorities may disagree with our risk-based judgments about how these laws and regulations apply to our business initiatives, or may enact, interpret, or apply laws and regulations that are inconsistent across jurisdictions. In addition, future legal and regulatory developments related to tokenization of real-world assets may negatively impact demand for, and our ability to offer, products and services related to these new technologies. They may also increase our compliance and litigation costs, cause us to change our business practices, and harm our business, results of operations, financial condition, and prospects. The DXG RWA Factory will rely on blockchain technology, which exposes us to risks related to cybersecurity, malicious attack, and technological obsolescence. While we believe we have taken reasonable measures to secure our use of blockchain technology, these risks, in addition to human errors and computer malfunctions, may harm or result in the loss of any digital assets we control. While we believe blockchain technology has significant potential, long-term adoption is uncertain. New legislation

and regulations, law enforcement and regulatory interventions, and judicial decisions may adversely affect blockchain technology and tokenization of real-world assets, and future adoption of both by consumers and businesses. Developments of this nature may also adversely affect the value of any blockchain technology we control, and our ability to buy, sell, accept, and use cryptocurrencies and blockchain technology in the future.

Our efforts to comply with these laws and regulations could be costly and may still not guarantee compliance. We may also be subject to selective or inconsistent government regulatory action or enforcement or be the subject of claims in private litigation or other actions. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties, and may subject us to additional regulation and oversight, all of which could significantly increase our operating costs. If any of these risks occurs, our business, results of operations, financial condition, and prospects could be adversely affected.

The DXG RWA Factory may be subject to regulation by financial regulators.

Tokenized real-world assets, in general, and the DXG RWA Factory may also be subject to regulations of the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of Treasury and the Bank Secrecy Act. Further, the Office of Foreign Assets Controls (“OFAC”) has signaled sanctions could apply to digital transactions and has pursued enforcement actions involving cryptocurrencies and digital asset accounts. The nature of many Tokenized real-world asset transactions also involve circumstances which present higher risks for potential violations, such as anonymity, subjective valuation, use of intermediaries, lack of transparency, and decentralization associated with blockchain technology. In addition, the Commodity Futures Trading Commission has stated that cryptocurrencies, with which tokenized real-world assets have some similarities, fall within the definition of “commodities.” If our digitized financial instruments were deemed to be a commodity, transactions in such instruments could be subject to prohibitions on deceptive and manipulative trading or restrictions on manner of trading (e.g., on a registered derivatives exchange), depending on how the transaction is conducted. Moreover, if such digitized financial instruments were deemed to be a “security”, it could raise federal and state securities law implications, including exemption or registration requirements for marketplaces for such transactions, sellers of digital financial instruments and the transactions themselves, as well as liability issues, such as insider trading or material omissions or misstatements, among others. Transactions in tokenized real-world assets may also be subject to laws governing virtual currency or money transmission. For example, New York has legislation regarding the operation of virtual currency businesses. Tokenized real-world asset transactions also raise issues regarding compliance with laws of foreign jurisdictions, many of which present complex compliance issues and may conflict with one another. Our launch and operation of the DXG RWA Factory expose us to the foregoing risks, among others, any of which could materially and adversely affect the success of the DXG RWA Factory and harm our business, financial condition, results of operations, reputation, and prospects.

Misconduct by our employees could expose us to legal liabilities, reputational harm and/or other damages to our business.

Our employees play critical roles in ensuring the safety and reliability of our products and services and/or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information (including customer data) and/or proprietary technologies and know-how. We cannot assure you that our employees will always abide by the terms of their labor contracts, our codes of conduct, policies and procedures nor that the precautions we take to detect and prevent employee misconduct will always be effective. If any of our employees engage in any misconduct, illegal or suspicious activities, including but not limited to, misappropriation or leakage of sensitive client information or proprietary information, we and such employees could be subject to legal claims and liabilities and our reputation and business could be adversely affected as a result. In addition, while we seek to effectively screen candidates during the recruitment process, we cannot assure you that we will be able to uncover misconduct of job applicants that occurred before we offered them employment, or that we will not be affected by legal proceedings against our existing or former employees as a result of their actual or alleged misconduct.

We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Except as disclosed in “Business — Legal Proceedings,” we are currently not party to any material legal or administrative proceedings. However, in light of the nature of our business, we and our management are susceptible to potential claims or disputes. We and certain of our management have been, and may from time to time in the

future be, subject to or involved in various claims, disputes, lawsuits and other legal and administrative proceedings. Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, any of which could harm our business. Claims arising out of actual or alleged violations of law, breach of contract or torts could be asserted against us by customers, business partners, suppliers, competitors, employees or governmental entities in investigations and legal proceedings.

Our insurance coverage strategy may not be adequate to protect us from all business risks.

We have limited liability insurance coverage for our products and business operations. While we currently carry national pension, health insurance, long term nursing insurance, unemployment insurance and plan to cover all mandatory insurance policies, we cannot be certain that our insurance coverage will be sufficient to cover all future claims against us and any other business-related risks, including any losses resulting from product defects, fires, natural calamities or acts of God. Any imposition of liability that is not covered by our existing insurance, or is in excess of our existing insurance coverage could harm our business operations and results.

A successful liability claim against us due to injuries or other costs suffered by our customers could generate substantial negative publicity about our business and materially and adversely affect brand and reputation, as well as our business, financial condition, results of operations, cash flows and prospects. In addition, we do not have any business disruption insurance. Any business disruption event could result in substantial cost to us and diversion of our resources.

Increasing scrutiny and changing expectations from our investors, customers and employees with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks.

We believe our investors, customers, employees, regulators and other stakeholders will have interest in our ESG practices. Such practices may be taken into consideration by investors in making their investment decisions, and they may not invest in us if they believe that our ESG practices plan is inadequate or may invest in our competitors if our ESG practices are perceived to be less robust than that of our competitors. The criteria by which companies ESG practices are assessed are subject to change. We may be subject to heightened scrutiny from stakeholders and other third parties in respect of our ESG performance, and we may be required to undertake costly initiatives to maintain a positive ESG outlook or to satisfy any new criteria. Our brand and reputation may be adversely affected if we fail to meet applicable ESG standards or fail to maintain our rating. In addition, our future competitors may achieve similar or better ratings than us.

We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, and noncompliance with such laws can subject us to administrative, civil, and criminal penalties, collateral consequences, remedial measures, and legal expenses, all of which could adversely affect our brand and reputation and our business, financial condition, results of operations, cash flows and prospects.

We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. The FCPA prohibits us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our brand and reputation and business, financial condition, results of operations, cash flows and prospects. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with applicable anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, contractual breaches, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in the ADSs.

Risks Related to Intellectual Property

Our use of open source software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, claims or proceedings.

We use open source software in connection with the development and deployment of our products and services, and we expect to continue to use open source software in the future. Companies that use open source software in connection with their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses may require users who distribute proprietary software containing or linked to open source software to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open source code under the same open source license, which could include proprietary source code. In such cases, the open source software license may also restrict us from charging fees to licensees for their use of our software. While we monitor the use of open source software and try to ensure that open source software is not used in a manner that would subject our proprietary source code to these requirements and restrictions, such use could inadvertently occur, in part because open source license terms are often ambiguous and have generally not been interpreted by U.S. or foreign courts.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We rely on a combination of trade secrets (including those in our know-how) and copyrights rights granted by intellectual property laws, as well as employee and third-party nondisclosure agreements and other contractual rights to establish and protect our technology and intellectual property rights. Thus, our intellectual property rights may not be enforceable across various international jurisdictions and may be challenged, contested, circumvented or invalidated by third parties.

The occurrence of any of the foregoing events may result in limitations in the scope of our intellectual property or restrictions on our use of our intellectual property rights or may adversely affect the conduct of our business. Despite our efforts to protect our owned, jointly owned and licensed intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may need to defend ourselves and our employees, agents and contractors against patent, trademark and/or other intellectual property right infringement claims, which may be time-consuming and would cause us to incur substantial costs.

We are involved in and may in the future become party to additional intellectual property infringement proceedings. From time to time, we may receive communications from holders of patents, trademarks, trade secrets or other intellectual property or proprietary rights alleging that we are infringing, misappropriating, diluting or otherwise violating such rights either directly or through our employees, agents or contractors. Such parties may in the future bring suits against us alleging infringement or other violation of such rights, or otherwise assert their rights and urge us to take licenses to their intellectual property. Moreover, if the third-party technology partners (including our affiliates) with whom we jointly own or from whom we license intellectual property rights infringe, misappropriate, dilute or otherwise violate other parties’ intellectual property rights, we may also be subject to liability pursuant to any ensuing litigation.

Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities, even if we ultimately prevail in such proceedings. Further, if we or the third-party technology partners with whom we jointly own or from whom we license intellectual property rights are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

•        cease selling or leasing, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the intellectual property that we allegedly infringe, misappropriate, dilute or otherwise violate;

•        pay substantial royalty or license fees or other damages;

•        seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable or exclusive terms or at all; or

•        establish and maintain alternative branding for our products and services.

Although our contracts with third parties typically include indemnification clauses which require such parties to indemnify us against any damages arising from infringements of other’s intellectual property rights, in the event of a successful claim of infringement against us or our third-party technology partners, or if we fail or are unable to obtain a license to the infringed technology or other intellectual property right, our business, financial condition, results of operations, cash flows and prospects could still be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. Our rights to indemnity may not fully cover the costs or damages arising from any intellectual property right infringements that may occur.

Risks Relating to doing business in China

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

Currently, a material portion of our business operations are conducted in China. Accordingly, our business, results of operations, financial condition and prospects are affected by economic, political and social conditions in China generally and by continued economic growth in China as a whole.

China’s economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. In recent decades, the Chinese government has implemented a series of reform measures, including, among others, the utilization of market forces for economic reform and the establishment of improved corporate governance in business enterprises. In addition, the Chinese government also plays a significant role in regulating industry development and has extensive influence over China’s economic growth through allocating resources, foreign exchange control and setting monetary and fiscal policy.

The growth of China’s economy has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, there is a possibility that China’s economic growth may fluctuate or even decline in the near future. Some of the government measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. Any stimulus measures designed to boost the Chinese economy may contribute to higher inflation, which could adversely affect our results of operations and financial condition. For example, certain operating costs and expenses, such as employee compensation and office operating expenses, may increase as a result of higher inflation.

Additionally, the PRC government may promulgate laws, regulations or policies that seek to impose stricter scrutiny over the current regulatory regime in certain industries or in certain activities. Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investments in China-based companies. Any such actions may adversely affect our subsidiaries’ operations, and limit our ability to offer or continue to offer securities to investors and cause the value of our securities to decline or be worthless.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct a material portion of our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China over the past several decades. However, recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.

It may not be possible for investors to enforce U.S. judgments against our PRC Subsidiaries.

A material portion of our operations are located in China. In addition, four of our directors are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult for U.S. investors to serve process within the United States upon us (other than our subsidiaries) or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. There is doubt as to the enforceability in Chinese courts, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon the federal and state securities laws of the United States.

In addition to our operations in China, our director Lan Yang is domiciled in China. The recognition and enforcement of U.S. judgments in China are governed mainly by the PRC Civil Procedure Law. As there is no existing bilateral or multilateral treaty binding upon both the US and China on enforcement of foreign judgment, the application for enforcing a US judgment in China may be filed in application of principle of reciprocity only. It is uncertain whether such reciprocity will be established by Chinese courts, even though such reciprocity is eventually established by the competent Chinese courts, the Chinese court may refuse to enforce a U.S. judgment if it violates fundamental principles of Chinese laws or national sovereignty, national security or social public interests. It is therefore uncertain whether US court judgments would be recognized or enforced in China, especially cases concerning U.S. securities laws. Chinese courts may allow foreign shareholders to file lawsuits in China if they establish sufficient jurisdictional ties. However, as the common shares underlying the ADSs are issued by DeepGreenX, which is incorporated under the federal laws of Canada, investors may face challenges in establishing nexus required for asserting jurisdiction in China against us. Even if investors succeed in filing a lawsuit in a Chinese court against any of our directors or officers, investors may not receive from the Chinese courts legal remedies based upon US securities law. In addition, while it is possible for foreign arbitration awards to be recognized and enforced in China under international conventions, courts in China may refuse to enforce an arbitral award if there are serious procedural issues, arbitrability issue, or public interest concerns.

The PRC government may intervene or influence our operations at any time, or may exert more control over the China operations of an offshore holding company and offerings conducted overseas and foreign investment in China-based issuers, such as our PRC subsidiaries. Such control or influence may significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

We conduct our business in China through our operating subsidiaries. Accordingly, our business, results of operations and financial condition may be influenced to a significant degree by the PRC political, economic and social conditions. The PRC government has significant oversight over the conduct of our business. The PRC government may intervene or influence our subsidiaries’ operations at any time, which could result in a material change in our operations and/or the value of the Company’s securities. We expect the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Additionally, the PRC government may promulgate laws, regulations or policies that seek to impose stricter scrutiny over current regulatory regime in certain industries or in certain activities. For instance, the PRC government has discretion over the business operations in China and may intervene with or influence specific industries or companies as it deems appropriate to further regulatory, political and societal goals, which could have a material and adverse effect on the future growth of the affected industries and the companies operating in such industries.

Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investments in China-based companies. Any such actions may adversely affect our subsidiaries’ operations, and limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to decline or be worthless.

The approval or filing of the CSRC or other PRC regulatory agencies may be required to obtain our listing status or conduct future offshore securities offerings.

On February 17, 2023, the China Securities Regulatory Commission issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supplementary guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, beginning March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listings but have not obtained the approval from the relevant overseas regulatory authority or overseas stock exchange shall complete a filing-for-record procedure with the CSRC prior to their overseas offerings and listings. Our prospective offering of securities will be governed by the Overseas Listing Trial Measures. If a company fails to complete such filing-for-record procedure or conceals any material fact or fabricate any key information in its filing-for-record documents, such prospective issuer may be subject to regulatory sanctions, such as order to rectify, warnings, fines, and the issuer’s controlling shareholders, de-facto controlling persons, the person directly in charge, and other directly liable persons may also be subject to regulatory sanctions, such as warnings and fines.

Under the relevant PRC laws and regulations, we may be required to fulfill the filing-for-record procedure with the CSRC in accordance with the Overseas Listing Trial Measures. However, so far we have not yet submitted to the CSRC the necessary filing-for-record documents under the Overseas Listing Trial Measures in connection with this direct listing. If we are required to fulfill the filing-for-record procedure, it is uncertain whether it would be possible for us to complete the filing-for-record, or how long it will take us to complete the procedure. Any failure to obtain or delay in completing such filing-for-record procedures for this Direct Listing, or a rescission of any such filing obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities. Failure to complete any required filing may result in an investigation by the relevant regulatory authorities, as well as warning, order for rectification and fines (with the maximum fine on the issuer being as high as RMB 10 million), and could lead to an order prohibiting us from conducting this Direct Listing or any future offering. These risks have the potential to cause a material adverse change in our operations and the value of the ADSs. In addition, they could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or even become worthless. All these actions could in turn materially and adversely affect our business, financial condition, results of operations and prospects, as well as this offering and the listing of the securities.

Moreover, the Chinese government may exert more control over overseas offerings and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

While we believe our PRC operating subsidiaries have various material permissions and approvals required for operating in the PRC, there can be no assurance that the PRC government will not disallow our holding company structure, which would likely result in a material change in our operations and the value of our securities being registered for sale.

Our PRC operating subsidiaries currently have various material permissions and approvals required for our operations in compliance with the relevant PRC laws and regulations in the PRC, including the business license, and we are not required to obtain permission or approval from such PRC authorities as CAC, for their operations. We are subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that the permission or approvals discussed here are not required, that applicable laws, regulations, or interpretations change such that we or any of our PRC operating subsidiaries is required to obtain approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and continue to offer securities to our investors.

These adverse actions could cause the value of the ADSs to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC if we fail to comply with such rules and regulations, which would likely adversely affect the ability of our securities to be listed on the NYSE, which would likely cause the value of our securities to significantly decline or become worthless.

We may also decide to finance our PRC subsidiaries using capital contributions. We must have an approval/filing from the Ministry of Commerce or its local counterpart for these capital contributions. On March 30, 2015, the State Administration of Foreign Exchange, or SAFE, promulgated Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. Circular 19 came into force and replaced previous Circular 142 and Circular 36 on June 1, 2015. On June 9, 2016, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or Circular 16, to further expand and strengthen such reform. Under Circular 19 and Circular 16, foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capital accounts and RMB funds from exchange settlement for expenditure under current accounts within its business scope or expenditure under capital accounts permitted by laws and regulations, except that such funds shall not be used for (i) expenditure beyond the enterprise’s business scope or expenditure prohibited by laws and regulations; (ii) investments in securities or other investments than principal-secured products issued by banks; (iii) granting loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) construction or purchase of real estate for purposes other than self-use (except for real estate enterprises). In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without SAFE’s approval, and such RMB capital may not, in any case, be used to repay RMB loans if the proceeds of such loans have not been used. Violations of these circulars could result in severe monetary or other penalties. These circulars may significantly limit our ability to use RMB converted from the cash provided by our offshore financing activities to fund the establishment of new entities in the PRC by our PRC subsidiaries, to invest in or acquire any other PRC companies through our PRC subsidiaries.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations/filings or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our PRC subsidiaries. These measures, or other economic, political, or social developments in the PRC may cause decreased economic activity in the PRC, which may adversely affect our business, operating results and/or the value of the ADSs; or may significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.

On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which came into effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.

On August 20, 2021, the SCNPC promulgated the PRC Personal Information Protection Law, or the PIPL, which came into effect in November 2021. In addition to other rules and principles of personal information processing, the PIPL specifically provides rules for processing sensitive personal information. Sensitive personal information refers to personal information that, once leaked or illegally used, could easily lead to the infringement of human dignity or harm to the personal or property safety of an individual, including biometric recognition, religious belief, specific identity, medical and health, financial account, personal whereabouts and other information of an individual, as well as any personal information of a minor under the age of 14. Only where there is a specific purpose and sufficient necessity, and under circumstances where strict protection measures are taken, may personal information processors

process sensitive personal information. A personal information processor shall inform the individual of the necessity of processing such sensitive personal information and the impact thereof on the individual’s rights and interests. As uncertainties remain regarding the interpretation and implementation of the PIPL, we cannot assure you that we will comply with the PIPL in all respects and regulatory authorities may order us to rectify.

On November 14, 2021, the CAC released the Draft Network Data Security Regulations for public commenting until December 13, 2021, which provides that data processing operators engaging in data processing activities that affect or may affect national security must be subject to network data security review by the CAC. According to the Draft Network Data Security Regulations, data processing operators who possess personal data of at least one million users or collect data that affects or may affect national security must be subject to network data security review by the CAC.

On December 28, 2021, 13 regulatory authorities (including the CAC) jointly promulgated the amended Cybersecurity Review Measures, which came into effect on February 15, 2022. The amended Cybersecurity Review Measures provide that, in addition to Critical Information Infrastructure Operators (“CIIO”) that intend to purchase internet products and services, internet platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the CAC. According to the amended Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The amended Cybersecurity Review Measures require that an internet platform operator who possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

In December 2023, the CAC released the Cybersecurity Incident Reporting Draft Measures. These are measures that are aimed at standardizing how cybersecurity incidents are reported, showing China’s broader effects to enhance data security and ensure timely responses to cyber threats. On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-border Data Flow to refine its data export regime. Its key provisions include requirements for data localization, risk assessments for cross-border data transfers, and compliance obligations for entities handling sensitive data. It also introduced some exemptions from mandatory security assessments and personal information protection certification requirements for certain categories of data transfers. The regulation aims at reducing compliance burdens for common business activities and promoting a more predictable environment for cross-border data flows. However, it is crucial to note that the requirements of security assessments, standard contracts, and certifications remain applicable for data transfers falling outside these exemptions, particularly those involving “important data” or exceeding specified thresholds.

Furthermore, on September 24, 2024, the State Council of China promulgated the Regulations on the Network Data Security Management (the “Network Data Regulation”), which became effective on January 1, 2025. The Network Data Regulation restates and further specifies the legal requirements for personal information, important data, cross-border data transfer, network platform services, and data security. Among others, if the network data processing activities have or may have impacts on national security, such activities shall be subject to national security review in accordance with relevant laws and regulations.

As of the date of this prospectus, we have not been subject to any material claims, investigations or legal proceedings settled, pending or threatened for any material noncompliance with or violations of applicable PRC laws and regulations with respect to privacy and personal data protection and have not received any cybersecurity-related warning or sanction from the PRC regulatory authorities, or any notice from relevant authorities requiring us to file for a cybersecurity review. We believe we and our PRC subsidiaries are not subject to the cybersecurity review by the CAC since our PRC subsidiaries are not CIIOs or internet platform operators that possess personal information of more than one million users or engage in data processing activities that affect or may affect national security. However, the relevant PRC regulatory authorities may take a view that is contrary to or otherwise different from the opinion stated above.

As uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we will comply with such regulations in all respects, and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We may also become subject to fines and/or other sanctions which may have material adverse effect on our business, operations and financial condition.

There exist legal risks with our activities relating to Carbon Emission Credits and Renewable Energy Certificates (REC).

Our business plan includes engaging in activities related to carbon emission credits and RECs that originate from our customers’ carbon-reduction projects in China. The regulatory framework governing carbon-emissions trading and RECs in China is relatively new and rapidly evolving. The primary regulatory authority is the Chinese Ministry of Ecology and Environment of the PRC (“MEE”), along with other relevant ministries and local authorities. Regulations, rules, and interpretations related to creating, verifying, trading, and monetizing carbon credits and RECs are subject to future changes, and new regulations may be issued that could impact our business.

Our activities, including advising customers on carbon reduction projects, digitalizing green data into RECs and Carbon Credits, and potentially trading these instruments, may be subject to various PRC laws and regulations. These could include regulations related to environmental protection, data protection, and trading of financial instruments and carbon-emission credits. We cannot guarantee that we will be able to obtain requisite approvals and permits for each item of our business activities in a timely manner in the future. Failure to obtain necessary approvals or comply with applicable regulations could result in penalties, including fines, suspension or cessation of our operations related to carbon credits and RECs, and could materially and adversely affect our business, financial condition, and results of operations.

The tradability of carbon credits and RECs depend on the credibility and accuracy of the underlying carbon reduction projects and the data used to generate these instruments. In China, the verification processes for carbon reduction projects and related data are subject to regulatory oversight and standards set by the MEE and other relevant bodies. If the verification and validation processes for our customers’ projects or the data we collect are deemed inadequate or non-compliant by PRC regulatory bodies (including such third-parties agencies as authorized by the regulatory bodies), the carbon credits and RECs we generate may be invalid. This could negatively impact our ability to monetize these instruments and our reputation.

The markets for carbon emission credits and RECs, both in China and globally, can be volatile and subject to fluctuations based on various factors, including government policies, economic conditions and market sentiment. The liquidity of these markets may also vary. Our ability to successfully trade and monetize carbon credits and RECs will depend on the development and stability of these markets. There is no guarantee that liquid markets will develop or be sustained for the types of instruments we intend to create and trade, and we may face difficulties in selling or realizing value from these assets, which could negatively impact our profitability.

While we intend to trade these financial products in global digital financial markets, PRC regulations may impose restrictions on the cross-border transfer and trading of carbon credits and RECs originating in China. Future regulations could limit our ability to trade these instruments on international platforms or require specific permits for such cross-border activities. Such restrictions could significantly limit our business model and our ability to generate revenue from trading carbon credits and RECs originating in China.

There may exist legal risks with our activities relating to cryptocurrency transactions, and the Chinese regulatory authorities may restrict or prohibit our trading of REC-based or carbon emission-based financial products.

The PRC government has explicitly prohibited cryptocurrency exchanges from operating in China and has banned initial coin offerings (ICOs). While these prohibitions are primarily directed at activities within China, the regulatory landscape is constantly evolving, and there is a risk that future PRC regulations could further restrict or prohibit activities related to other forms of cryptocurrency and digital assets, even those conducted by China-based companies outside of China. Although we intend to conduct our trading activities on global digital trading platforms outside of China, any perceived connection to our operations in China could lead to scrutiny from regulatory authorities, which may result in penalties, restrictions, or the cessation of our business activities. Such restrictions could impact our ability to trade cryptocurrency-related financial products and could negatively affect our business model.

We intend to trade financial products on international digital trading platforms and certification agencies such as Binance, Coinbase, Bybit, WSSO, and CBDCCO, which operate outside of China and are subject to regulations in their respective jurisdictions. However, there is a risk that PRC regulatory authorities may view our activities on these platforms as being subject to PRC regulations, particularly given the potential involvement of our China-based subsidiaries, personnel and customers. Furthermore, these international platforms themselves are subject to regulatory scrutiny in various jurisdictions, and any regulatory actions against these platforms, or changes in their operational

policies, could indirectly impact our ability to trade and manage our assets. We may also face challenges in complying with the regulations and compliance requirements of these international platforms, which could result in restrictions on our trading activities.

PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Rules and regulations in China can change quickly with little advance notice. Any changes in PRC laws and regulations may have a material and adverse effect on our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. Rules and regulations in China can change quickly with little advance notice. We and our current subsidiaries are, and any future subsidiaries will be, considered foreign persons or foreign-invested enterprises under PRC laws, and as a result, we are and will be required to comply with PRC laws and regulations applicable to foreign persons or foreign-invested enterprises. These laws and regulations may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. Exploration and mining operations in the PRC are subject to environmental laws and regulations, and the imposition of more stringent environmental regulations may affect our ability to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our business operations and may reduce our profitability. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses.

Some recent developments in regulations include the promulgation of implementation rules relating to the AUCL and AML. Failure to comply with China’s competition and antitrust laws such as AUCL and AML, may lead to investigations, enforcement actions or disputes against us which could have an adverse effect on our business condition or delay any expansion plans of our business through mergers, consolidations, etc. The Chinese authorities have significantly enhanced its enforcement of AUCL and AML and regulations in the recent years. AUCL identifies unfair competition as business activities in which a business operator in question disrupts market competition order and damages legitimate rights and interests of other operators or consumers. Violation of AUCL may be subject us to civil, administrative or criminal liabilities. In March 2018, the State Administration for Market Regulation (SAMR) was formed as a governmental agency to carry out anti-monopoly enforcement functions.

In September 2020, the SAMR issued Anti-Monopoly Compliance Guideline for Operators, which requires operators to establish anti-monopoly compliance management systems to prevent compliance risks. Subsequently, SAMR has issued multiple guidelines and rules to further its governance efforts. For example, in March 2023 alone, the SAMR issued four anti-monopolistic regulations: Provisions Prohibiting Monopolistic Agreements, Provisions Prohibiting Acts of Abusing Market Dominant Status, Operators Concentration Review Rules, and Provisions Prohibiting Acts of Abusing Administrative Power to Exclude and Restrict Competitive Acts. While we have been conducting necessary self-inspections and making rectifications to comply with the abovementioned rules and guidelines, we may still be subject to rectification requests from the governmental authorities. Further, we may not be in compliance with all applicable anti-monopoly and anti-unfair competition regulations at all times. Due to the enhanced governance, we may need to dedicate more resources or even restructure our affected businesses activities. This may adversely impact our business operations. Our efforts to expand our business through mergers, acquisitions of stock and/or assets and the like, may be delayed or disallowed due to approval processes required by the regulations discussed above. This could materially and adversely affect our ability to expand our business or maintain our market share and any anti-monopoly related actions, including regulatory investigations or administrative proceedings initiated against us could result in our Company being subject to regulatory actions and constraints on our investments and acquisitions, which could even include forced termination of any agreements or transactions, required divestitures, limitations on certain pricing and business practices or significant fines.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China. We may make loans to our PRC subsidiaries, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China. Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC

law, are subject to PRC regulations and foreign exchange loan registration requirements. In addition, a foreign-invested PRC enterprise has limitations upon its uses of capital, including restrictions on such capital being: (i) directly or indirectly used for payments beyond the business scope of the enterprise or payments prohibited by relevant laws and regulations; (ii) used for the granting of loans to non-affiliated enterprises, except where expressly permitted in the foreign-invested PRC enterprise’s business license; and (iii) used for paying expenses related to the purchase of real estate that is not for self-use, except for foreign-invested real estate enterprises. We may also decide to finance our PRC subsidiaries by means of capital contributions, in which case the PRC subsidiary is required to register the details of the capital contribution with the local branch of the State Administration for Market Regulation and submit a report on the capital contribution via the online enterprise registration system to the Ministry of Commerce.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans by us to our current PRC operating subsidiaries or with respect to future capital contributions by us to our current PRC operating subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Inflation in the PRC, or a slowing PRC economy, could negatively affect our profitability and growth.

While the PRC economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products and services rise at a rate that is insufficient to compensate for the rise in the costs of supplies and services, it may have an adverse effect on our profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credit, limits on loans for fixed assets and restrictions on bank lending. As a result, domestic and global economic conditions may improve, and the markets we intend to serve may grow, at a lower-than-expected rate or even experience a downturn, adversely affecting our future profitability and growth.

Our Korean and PRC subsidiaries are subject to restrictions on paying dividends and making other payments.

As a result of our holding company structure, dividends and other distributions to our shareholders and holders of ADSs, including U.S. investors, will depend primarily upon dividend payments from our subsidiaries. However, PRC and Korean regulations currently permit the payment of dividends only out of accumulated profits, as determined in accordance with PRC and Korean accounting standards and regulations, respectively. Our subsidiaries in China and Korea are also required to set aside a portion of their after-tax profits as certain reserve funds according to PRC and Korean accounting standards and regulations, respectively. The PRC and Korean governments also impose controls on the conversion of CNY and KRW into foreign currencies and the remittance of currency out of China or Korea. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if our subsidiaries in China or Korea incur further debt in the future, debt covenants may restrict their ability to pay dividends or make other payments. If the holding company or our subsidiaries are unable to receive dividends from our operating companies due to contractual or other limitations on the payment of dividends, we may be unable to pay dividends or make other distributions on the ADSs.

Governmental control of currency conversion may affect payment of any dividends or foreign currency denominated obligations, and it may adversely affect the value of your investment.

The PRC government imposes controls on the convertibility of CNY into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends or otherwise satisfy foreign currency denominated obligations. Under existing PRC foreign exchange regulations, the CNY is currently convertible under the “current account,” which includes trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where CNY is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.

The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due, or pay dividends or make other distributions to investors, including U.S. investors. See “Regulation — Regulations Related to Foreign Exchange,” for further details regarding exchange controls in the PRC.

The fluctuation of the Renminbi may materially and adversely affect your investment.

The exchange rate of the Renminbi against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. As most of our operating expenses are denominated in Renminbi, or CNY, any significant revaluation of the Renminbi may materially and adversely affect our cash flows and financial condition. Additionally, if we convert our CNY into U.S. Dollars, to pay dividends on our common shares or for other business purposes, depreciation of the CNY against the U.S. Dollar would negatively affect the amount of U.S. Dollars we convert our CNY into. Conversely, to the extent that we need to convert U.S. Dollars we receive from an offering of our securities or otherwise into CNY for our operations, the appreciation of the CNY against the U.S. Dollar could have an adverse effect on our financial condition and result in a charge to our income statement and a reduction in the value of these U.S. Dollar denominated assets.

PRC SAFE regulations regarding offshore financing activities by PRC residents have undergone changes which may increase the administrative burden we face and create uncertainties that could adversely affect us, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles (“SAFE Circular 37”). SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed PRC residents for foreign exchange administration purposes) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 further requires an amendment to a SAFE registration in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as a change in the PRC shareholders, the names of such special purpose vehicle, and the operation term of such special purpose vehicle, or any significant changes with respect to the offshore special purpose vehicle, such as an increase or decrease of capital, a share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. If our shareholders who are PRC residents fail to make the required SAFE registration or to update a previously filed registration, our PRC subsidiaries may be prohibited from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to us, and we may also be prohibited from making additional capital contributions to our PRC subsidiaries.

In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment (“SAFE Notice 13”), effective June 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, shall be filed with qualified banks instead of SAFE. The qualified banks directly examine the applications and accept registrations under the supervision of SAFE. To date, no registration has been filed with SAFE regarding us, and accordingly, SAFE may prohibit distributions from our PRC subsidiaries, which would prevent us from paying dividends, and may adversely affect our financial condition and potentially expose us to liability under PRC law. These legal uncertainties and potential restrictions may result in a material change to our operations or financial condition and may significantly limit or completely hinder our ability to offer or continue to offer securities to investors.

The PCAOB may determine that it is unable to inspect our auditor in relation to its audit work performed for our financial statements to its satisfaction, and any inability of the PCAOB to conduct inspections over our auditor may affect our investors’ ability to benefit from such inspections.

Our auditor is J&S Associate PLT, an independent registered public accounting firm headquartered in Malaysia, that issued the audit report included in this prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, J&S is subject to laws in the United States pursuant to which

the PCAOB conducts regular inspections to assess J&S’s compliance with applicable professional standards. J&S is not subject to the Determination Report announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in Mainland China or Hong Kong because of a position taken by one or more authorities in the Mainland China or Hong Kong. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely J&S because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act and ultimately result in a determination by the NYSE to delist our securities.

The Holding Foreign Companies Accountable Act may result in the delisting of our securities and limit or restrict trading in our securities, which could materially and adversely affect the value of your investment.

The Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, requires the SEC to prohibit the trading of securities of issuers whose financial statements have been audited by an accounting firm that the PCAOB has been unable to inspect or investigate completely for two consecutive years, rather than three years as previously required.

Our auditor, J&S Associate PLT, is a public accounting firm headquartered in Malaysia and is registered with the PCAOB. J&S has historically been subject to PCAOB inspections, and to our knowledge, it has not been subject to any PCAOB determinations preventing such inspections. However, if the PCAOB determines in the future that it cannot inspect or investigate J&S completely, including as a result of the involvement of PRC-based authorities or audit components related to our Chinese subsidiaries, our securities may be subject to trading prohibitions or delisting.

Furthermore, even if our auditor is not currently subject to PCAOB inspection restrictions, we cannot guarantee that this will not change in the future. If our auditor or any other firm we engage for future audits becomes subject to PCAOB restrictions, we could be identified as a “Commission-Identified Issuer” under the HFCAA, and our securities could be delisted from NYSE and prohibited from trading on U.S. exchanges. Such actions would significantly limit the liquidity and value of our securities and could materially affect investors’ ability to sell or purchase our securities.

Investors should be aware that recent legislative trends indicate an increased regulatory focus on audit transparency for foreign issuers, particularly those with operations in China. Any regulatory developments, restrictions, or PCAOB determinations regarding the audit of our financial statements could have a material adverse effect on our ability to maintain our listing and could result in significant investment risks for our shareholders and Holders of ADSs. As a result, any future restriction or PCAOB determination could result in a material change in our ability to maintain our listing or to offer our securities, and could significantly affect the value or liquidity of our securities.

PRC regulations establish complex procedures for some acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in August 2006 and amended in June 2009, among other things, established procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. In addition, the Provisions of Ministry of Commerce on Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, issued by the Ministry of Commerce in August 2011, specify that mergers and acquisitions by foreign investors involved in “an industry related to national security” are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement.

On March 15, 2019, the PRC National People’s Congress enacted the Foreign Investment Law of the PRC (the “Foreign Investment Law”), which became effective on January 1, 2020. The Foreign Investment Law has replaced the previous major laws and regulations governing foreign investment in the PRC, including the Sino-foreign Equity Joint Ventures Enterprises Law of the PRC, the Sino-foreign Co-operative Enterprises Law of the PRC and the Wholly Foreign-invested Enterprise Law of the PRC. According to the Foreign Investment Law, “foreign-invested enterprises” refers to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within China, and “foreign investment” refers to any foreign investor’s direct or indirect investment activities in China, including: (i) establishing foreign-invested enterprises in China either individually or jointly with other

Failure to comply with PRC regulations and other legal obligations concerning data protection and cybersecurity may materially and adversely affect our business, as we routinely collect, store and use data during the conduct of our business.

On December 28, 2021, the CAC, together with 12 other departments, adopted the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures require network platform operators possessing personal information of more than one million individual users to undergo a cybersecurity review by the CAC when they seek a listing on a foreign exchange. The Cybersecurity Review Measures provide that critical information infrastructure operators purchasing network products and services and network platform operators carrying out data processing activities, which affect or may affect national security, shall apply for cybersecurity review to the applicable local cyberspace administration in accordance with the provisions thereunder.

On July 30, 2021, the State Council of China promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to the Regulations on Security Protection of Critical Information Infrastructure, critical information infrastructure shall mean any important network facilities or information systems of an important industry or field, such as public communications and information services, energy, transportation, water conservation, finance, public services, e-government affairs and science and technology and national defense industries, which may seriously endanger national security, peoples’ livelihoods and the public interest in the event of damage, function loss or data leakage. In addition, the relevant administrative departments of each critical industry and sector shall be responsible for formulating eligibility criteria and determining the critical information infrastructure operator in the respective industry or sector. The operators shall be informed about the final determination as to whether they are categorized as critical information infrastructure operators. Among these industries, the energy and telecommunications industries are mandated to take measures to provide key assurances for the safe operation of critical information infrastructure in other industries and fields.

We and our PRC subsidiaries do not carry out business in China through any self-owned network platform and hold personal information of less than one million individuals from PRC operations. We and our PRC subsidiaries have not been identified as critical information infrastructure operators by any PRC authorities. The data collected from our China operations is mainly information related to our production, customers, suppliers and our employees. We believe that we and our PRC subsidiaries do not commit any acts that threaten or endanger the national security of the PRC, and to our knowledge we and our PRC subsidiaries have not received or been subject to any investigation, notice, warning or sanction from any PRC authority with respect to national security issues arising from our business operations. As of the date of this prospectus, we do not believe that we need to proactively apply for the cybersecurity review required by the CAC.

Furthermore, the CAC promulgated the Security Assessment Measures for Outbound Data Transfers, which became effective on September 1, 2022, which require that to provide data abroad under any of the following circumstances, a data processor shall declare security assessment for its outbound data transfer to the CAC through the local cyberspace administration at the provincial level: (i) where a data processor provides critical data abroad; (ii) where a key information infrastructure operator or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) where a data processor has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total abroad since January 1 of the previous year; and (iv) in other circumstances prescribed by the CAC for which declaration of a security assessment for outbound data transfers is required. As we and our PRC subsidiaries do not provide any data collected from China operations abroad, we do not believe it is necessary for us to declare any security assessments pursuant to the Security Assessment Measures for Outbound Data Transfers.

However, there remains uncertainty as to how these regulations will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules or detailed implementation and interpretation, and there is no assurance that PRC regulatory agencies, including the CAC, would take the same view as we do. If any such new laws, regulations, rules or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. However, we cannot assure you that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity reviews and/or other requirements of the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, it is possible that we may be required to suspend the relevant business, or face other penalties, which could materially and adversely affect our business, financial condition, results of operations and/or the value of our securities, or could significantly limit or completely

hinder our ability to offer or continue to offer securities to investors. As of the date of this prospectus, we have not been informed that we have been identified as a critical information infrastructure operator by any governmental authorities. These laws and regulations are still new and there is uncertainty with respect to the interpretation and implementation of these data security laws and regulations. We will closely monitor the relevant regulatory environment and will assess and determine whether we are required to apply for the cybersecurity review.

We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and Holders of ADSs.

The Enterprise Income Tax Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered PRC tax resident enterprises and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. In 2009, the State Administration of Taxation (“SAT”) issued the Circular of the State Administration of Taxation on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Standards of Actual Organizational Management (“SAT Circular 82”), which was partially amended by the Announcement on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management Institutions issued by the SAT on January 29, 2014, and further partially amended by the Decision on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by the SAT on December 29, 2017. SAT Circular 82, as amended, provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China, which include all of the following conditions: (i) the location where senior management members responsible for an enterprise’s daily operations discharge their duties; (ii) the location where financial and human resource decisions are made or approved by organizations or persons; (iii) the location where the major assets and corporate documents are kept; and (iv) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence. SAT Circular 82 further clarifies that the identification of the “de facto management body” must follow the “substance over form” principle. In addition, the SAT issued the Announcement of State Administration of Taxation on Promulgation of the Administrative Measures on Income Tax on Overseas Registered Chinese-funded Holding Resident Enterprises (Trial Implementation) (“SAT Bulletin 45”) on July 27, 2011, effective from September 1, 2011, and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, providing more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or foreign individuals.

Currently, there are no detailed rules or precedents governing the procedures and specific criteria for determining “de facto management bodies” that are applicable to us or our overseas subsidiaries. We do not believe that we meet all of the conditions for a PRC resident enterprise. The Company is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities, and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with ours.

However, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of ADSs if such income is treated as sourced from within the PRC. Such 10% tax rate could be reduced by applicable tax treaties or similar arrangements between China and the jurisdiction of our shareholders (including holders of ADSs). For example, for shareholders (including holders of ADSs) eligible for the benefits of the tax treaty between China and Hong Kong, known as the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Double Taxation Arrangement”), the tax rate is reduced to 5% for dividends if relevant conditions are met, including without limitation that (a) the Hong Kong resident enterprise must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise must directly hold no

less than 25% share ownership in the PRC resident enterprise during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong resident enterprise must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain a tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by our PRC subsidiaries to their immediate holding companies. In addition, non-resident enterprise shareholders (including holders of ADSs) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or common equity if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including holders of ADSs) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders (including holders of ADSs) in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of the Company (including holders of ADSs) would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that the Company is treated as a PRC resident enterprise.

Provided that we, as a corporation incorporated under the federal laws of Canada, are not deemed to be a PRC resident enterprise, our shareholders (including holders of ADSs) who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares or ADSs. However, under SAT Circular 7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee would be obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors (including holders of ADSs) may be at risk of being required to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT Bulletin 37, or to establish that we should not be taxed under SAT Circular 7 and SAT Bulletin 37.

In addition to the uncertainty in how the new resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. If we are required under the Enterprise Income Tax Law to withhold PRC income tax on our dividends payable to our foreign shareholders, including U.S. investors (and ADS Holders), or if you are required to pay PRC income tax on the transfer of our shares or the ADSs under the circumstances mentioned above, the value of your investment in the ADSs may be materially and adversely affected. These rates may be reduced by an applicable tax treaty, but it is unclear whether, if we are considered a PRC resident enterprise, holders of the ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. Any such tax may reduce the returns on your investment in the ADSs.

The Company and holders of the ADSs may be exposed to adverse Canadian federal income tax consequences

The Company may be liable to pay Canadian income tax on income earned by its non-Canadian subsidiaries. The income earned the Company’s non-Canadian subsidiaries that is “foreign accrual property income” for purposes of the Tax Act, if any, is required to be included in the Company’s Canadian income in the year the non-Canadian subsidiary earns such income even though there may be no corresponding cash distribution by such subsidiary to the Company.

Withholding taxes on dividends, distributions and other amounts paid or credited to the Company by our non-Canadian subsidiaries may not be eligible for a foreign tax credit or deduction for Canadian federal income tax purposes.

The Company may be subject to adverse consequences under the “foreign affiliate dumping” rules in the Tax Act, including being liable for Canadian withholding taxes as a consequence of “investments” (as defined in the Tax Act for purposes of the “foreign affiliate dumping” rules) made in our non-Canadian subsidiaries. In addition, the “paid-up capital” for purposes of the Tax Act of the Common Shares of the Company will be restricted, which could have adverse tax consequences to the Company and holders of the ADSs.

If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised, and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. In addition, if the chops are misused by unauthorized persons, our PRC subsidiaries could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations.

Overseas regulators may struggle to investigate or gather evidence in China.

Shareholder claims and regulatory investigations that are common in the U.S. face legal and practical challenges in China. Significant barriers exist to providing necessary information for investigations or litigation initiated outside China. While China may establish cooperation mechanisms with foreign securities regulators, such cooperation with U.S. authorities may be inefficient may not be efficient in the absence of mutual and practical cooperation mechanism. Article 177 of the PRC Securities Law, effective March 2020, prohibits overseas regulators from directly conducting investigations or collecting evidence in China. Additionally, entities or individuals cannot provide documents related to securities activities to foreign organizations or individuals without prior consent of the securities regulatory authority of the State Council of China and the competent departments of the State Council of China. The lack of detailed interpretation or implementation rules for Article 177 of the PRC Securities Law may further complicate efforts to protect your interests.

Risks Related to the Ownership of the ADSs

Our listing differs significantly from an underwritten initial public offering.

This is not an underwritten initial public offering of our common shares. This listing of ADSs on the NYSE differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

•        There is no firm commitment underwriting. Consequently, prior to the opening of trading on the NYSE, there will be no traditional book building process and no price at which underwriters initially sell ADSs to the public to help inform efficient and sufficient price discovery with respect to the opening trades on the NYSE. Therefore, buy and sell orders submitted prior to and at the opening of trading of the ADSs on the NYSE will not have the benefit of being informed by a published price range or a price at which the underwriters initially sell shares to the public, as would be the case in an underwritten initial public offering. Moreover, there will be no underwriters assuming risk in connection with the initial resale of shares of the ADSs. Unlike the case in a traditional underwritten offering, this registration statement does not include the registration of additional ADSs that may be used at the option of the underwriters in connection with overallotment activity. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with any sales made pursuant to this registration statement. In an underwritten initial public offering, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional ADSs. To close a covered short position, the underwriters purchase ADSs in the open market or exercise the underwriters’ option to purchase additional ADSs. In determining the source of ADSs to close the covered short position, the underwriters typically consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the underwriters’ option to purchase additional ADSs. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the trading price of the ADSs. Given that there will be no underwriters’ option to purchase additional

ADSs and no underwriters engaging in stabilizing transactions with respect to the trading of the ADSs on the NYSE, there could be greater volatility in the trading price of the ADSs during the period immediately following the listing. See also “— The trading price of the ADSs may be volatile, and could, upon listing on the NYSE, decline significantly and rapidly.”

•        There is not a fixed or determined number of ADSs available for sale in connection with the registration and the listing. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their ADSs, and there may initially be a lack of supply of, or demand for, the ADSs on the NYSE. Alternatively, the Registered Shareholders or other existing shareholders may choose to sell a significant number of their ADSs in the near term, resulting in potential oversupply of ADSs, which could adversely impact the trading price of the ADSs once listed on the NYSE and thereafter.

•        None of our Registered Shareholders or other existing shareholders have entered into contractual lock-up agreements or other restrictions on transfer. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most or all of its other shareholders to enter into a contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such initial public offering. Consequently, any of the holders of ADSs, including our directors and officers who own ADSs and other significant holders of ADSs, may sell any or all of their ADSs at any time (subject to any restrictions under applicable law), including immediately upon listing on the NYSE. If such sales were to occur in a significant volume in a short period of time following the listing, it may result in an oversupply of ADSs in the market, which could adversely impact the trading price of the ADSs. See also “— None of our shareholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of ADSs in the public markets, or the perception that sales might occur, could cause the trading price of the ADSs to decline.”

•        We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of the ADSs on the NYSE. Instead, we will host an investor day and will engage in additional investor education meetings. In advance of making the investor day content available, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which content will be similar to a traditional roadshow presentation. We will make a version of the presentation publicly available, without restrictions, on our website. There can be no guarantee that the investor day and other investor education meetings will be as effective a method of investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the ADSs or sufficient demand among potential investors immediately after our listing, which could result in a more volatile trading price of the ADSs.

Such differences from an underwritten initial public offering could result in a volatile trading price for the ADSs and uncertain trading volume, which may adversely affect your ability to sell any ADSs that you may purchase.

The trading price of the ADSs may be volatile and could, upon listing on the NYSE, decline significantly and rapidly.

The listing of the ADSs and the registration of the Registered Shareholders’ ADSs is a novel process that is not an underwritten initial public offering. We have engaged Kingswood Capital Partners, LLC, or Kingswood; to serve as our financial advisor. There will be no traditional book building process and no price at which underwriters initially sell ADSs to the public to help inform efficient and sufficient price discovery with respect to the opening trades on the NYSE.

As there has not been a recent sustained history of trading in our common shares or the ADSs in a private placement market prior to listing, NYSE listing rules require that a designated market maker, or DMM, consult with our financial advisors in order to effect a fair and orderly opening of trading of the ADSs without coordination with us, consistent with the federal securities laws in connection with our direct listing. Accordingly, the DMM will consult with Kingswood in order for the DMM to effect a fair and orderly opening of the ADSs on the NYSE, without coordination with us, consistent with the federal securities laws in connection with our direct listing. In addition, the DMM may also consult with our other financial advisors, also without coordination with us, in connection with our direct listing. Pursuant to Rule 7.35A(g) of the NYSE Listed Company Manual, and based upon information known to them at the time, Kingswood and our other financial advisors are expected to provide input to the DMM

regarding their understanding of the ownership of our common shares and pre-listing selling and buying interest in our common shares that they become aware of from potential investors and holders of our common shares, including after consultation with certain investors (which may include certain of the Registered Shareholders). Such investor consultation by the financial advisors would not involve any coordination with or outreach on behalf of the Company. The financial advisors will not engage in a traditional book building process as would typically be undertaken by underwriters in a registered initial public offering. Instead, the input that the financial advisors provide to the DMM will be based on information that they become aware of from potential investors and holders of our common shares (which may include certain of the Registered Shareholders) in connection with investor education regarding the process and mechanics of the direct listing, the receipt of buy and sell orders and other customary brokerage activities undertaken without coordination with us. Based on information provided to the NYSE, the opening public price of the ADSs on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers, and the NYSE is where buy orders can be matched with sell orders at a single price. Based on such orders, the DMM will determine an opening price for the ADSs pursuant to NYSE rules. However, because our financial advisors will not have engaged in a traditional book building process, they will not be able to provide input to the DMM that is based on or informed by that process. For more information, see the section titled “Plan of Distribution.”

Moreover, prior to the opening trade, there will not be a price at which underwriters initially sell ADSs to the public as there would be in an underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by the NYSE from various broker-dealers. Consequently, upon listing on the NYSE, the trading price of the ADSs may be more volatile than in an underwritten initial public offering and could decline significantly and rapidly.

Further, because of our listing process, individual investors may have greater influence in setting the opening public trading price and subsequent public trading prices of the ADSs on the NYSE and may participate more in our initial and subsequent trading, leading to an increased amount of smaller orders at numerous prices, for example, than is typical for a traditional underwritten initial public offering with more institutional investor influence. These factors could result in more volatility in the public trading price of the ADSs and an unsustainable trading price if the price of our common shares significantly rises upon listing and institutional investors believe is the ADSs are worth less than retail investors, in which case the price of the ADSs may decline over time. Further, if the public trading price of the ADSs is above the level that investors determine is reasonable for the ADSs, some investors may attempt to short the ADSs after trading begins, which would create additional downward pressure on the public trading price of the ADSs. There will likely be more ability for such investors to short the ADSs in early trading than is typical for a traditional underwritten public offering given increased availability of the ADSs on the trading markets in part due to the lack of contractual lock-up agreements or other restrictions on transfer. To the extent that there is a lack of awareness among retail investors, such lack of awareness could reduce the value of the ADSs and cause volatility in the public trading price of the ADSs.

The trading price of the ADSs may be volatile and could fluctuate widely due to factors beyond our control, depending on many factors, including:

•        variations in our revenues, earnings and cash flow;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        announcements of new services and expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about us, our services or our industry;

•        the volume of the ADSs available for public sale; and

•        additions or departures of key personnel;

These factors, as well as general economic, political and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of the ADSs. These fluctuations may be even more pronounced in the trading market for the ADSs shortly following the listing of the ADSs on the

NYSE as a result of the supply and demand forces described above. If the market price of the ADSs after our Direct Listing does not exceed the opening public price, you may not realize any return on your investment in us and may lose some or all of your investment.

In the past, shareholders of public companies have brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our business, financial condition and results of operations.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and they may not be able to exercise their right to direct the voting of the underlying common shares represented by your ADSs.

Holders of the ADSs do not have the same rights as holders of our common shares. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights that are carried by the underlying common shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we instruct the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will try, as far as practicable, to vote the underlying common shares represented by your ADSs in accordance with your instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with the instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the underlying common shares represented by your ADSs unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under the CBCA and our amended and restated bylaws that will become effective immediately prior to the completion of this Direct Listing, the minimum notice period required to be given by our company to our registered shareholders for convening a general meeting is 21 days.

When a general meeting is convened, you may not receive sufficient advance notice of the meeting to surrender your ADSs for the purpose of withdrawal of the common shares underlying your ADSs and become the registered holder of such shares to allow you to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our amended and restated Certificate of Incorporation that will become effective immediately prior to completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such meeting. Such closure of our register of members or the setting of such a record date may prevent you from surrendering your ADSs for the purpose of withdrawing the common shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary at least [ ] days prior notice of shareholder meetings. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying common shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the common shares underlying your ADSs are voted and you may have no legal remedy if the ordinary shares underlying your ADSs are not voted as you requested.

You may not receive dividends or other distributions on our common shares and the holders of ADSs may not receive any value for them, if it is illegal or impractical to make them available to the holders of ADSs.

The depositary of the ADSs has agreed to pay the holders of ADSs the cash dividends or other distributions it or the custodian receives on common shares or other deposited securities underlying the ADSs, after deducting its fees and expenses and withholding any amounts on account of taxes or other governmental charges. You will receive these distributions in proportion to the number of common shares the underlying ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require

registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property. Additionally, the value of certain distributions may be less than the cost of distributing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, common shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, common shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our shares of common shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

You may be subject to limitations on the transfer of your ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties and in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Holders of ADSs may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our common shares provides that, to the fullest extent permitted by law, holders of ADSs waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs shall relieve us or the depositary from our respective obligations to comply with the Securities Act and the Exchange Act.

A holder of ADSs right to pursue claims against the depositary is limited by the terms of the deposit agreement. The obligation and liability of the depositary and us are also limited by the terms of the deposit agreement.

The right of a holder of ADSs to pursue claims against the depositary is limited by the terms of the deposit agreement. The obligations and liabilities of the depositary and of the Company under the deposit agreement are also limited. The deposit agreement provides that the depositary or a holder of ADSs may require any claim asserted by it against us arising out of or relating to our common shares, the ADSs, or the deposit agreement to be referred to and

Canadian law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

DeepGreenX is a holding company incorporated under the federal laws of Canada. Canadian law differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences in shareholder suits, insider transactions, duties of officers and directors, shareholder rights. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

It may be difficult to enforce a U.S. judgment against us and our officers and directors and the experts named in this prospectus in Canada, the United States or other jurisdictions, or to assert U.S. securities laws claims in Canada or serve process on our officers and directors and these experts.

DeepGreenX is a holding company incorporated under the federal laws of Canada. Certain of our directors and officers and some of the experts named in this prospectus reside principally outside of the United States and the majority of our assets and all or a substantial portion of the assets of these persons are located outside the United States. Therefore, it may not be possible for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Canadian court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in Canada. Canadian courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or our officers and directors on the grounds that Canada is not the most appropriate forum in which to bring such a claim. Even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Canadian law.

Provisions of our charter documents and certain Canadian legislation could delay or deter a change of control, limit attempts by our shareholders to replace or remove our current senior management and affect the market price of our common shares.

Provisions in the CBCA and in our articles of incorporation and bylaws may have the effect of delaying or preventing changes in our corporate governance, including provisions that:

•        require that any action to be taken by our shareholders be effected at a duly called annual or special meeting and not by written consent;

•        establish an advance notice procedure for shareholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; and

•        require the approval of a two-thirds majority of the votes cast by shareholders present in person or by proxy in order to amend certain provisions of our articles of incorporation.

These provisions may frustrate or prevent any attempts by our shareholders to launch a proxy contest or replace or remove our current senior management by making it more difficult for shareholders to replace members of our board of directors, which is responsible for appointing the members of our senior management. Any of these provisions could have the effect of delaying, preventing or deferring a change in control which could limit the opportunity for our common shareholders to receive a premium for their common shares, and could also affect the price that investors are willing to pay for common shares.

Our constating documents permit us to issue an unlimited number of common shares.

Our articles of incorporation permit us to issue an unlimited number of common shares. We anticipate that we will, from time to time, issue additional common shares in the future. Subject to the requirements of the NYSE, as a foreign private issuer, we will not be required to obtain the approval of shareholders for the issuance of additional common shares. Any further issuances of common shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

•        sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to rely on exemptions in the NYSE Rules from certain governance standards applicable to U.S. domestic public companies.

We intend to take advantage of certain provisions in the NYSE Rules that allow us to follow Canadian law for certain governance matters. Applicable Canadian laws do not require that a majority of our board of directors consist of independent directors. Our board of directors therefore may include fewer independent directors that would be required if we were subject to the NYSE listing standards. In addition, we are not subject to the NYSE listing standards that require that independent directors regularly have scheduled meetings at which only independent directors are present. Applicable Canadian laws do not require that we adopt a compensation committee and a nominating committee that is comprised entirely of independent directors. As a result, our practice may vary from the requirements of the NYSE listing standards, which set forth certain requirements as to the responsibilities composition and independence of compensation and nominating committees. Applicable Canadian laws do not require that we disclose information regarding third-party compensation of our directors or director nominees. Furthermore, quorum requirements applicable to general meetings of shareholders as set out in the CBCA differ from the requirements of the NYSE listing standards, which requires that an issuer provide in its bylaws for a generally applicable quorum and that such quorum may not be less than one-third of the outstanding voting shares.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant additional legal, accounting and other expenses.

As a foreign private issuer, we will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to US domestic issuers. If we were to lose our foreign private issuer status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. The regulatory and compliance costs to us under US securities laws when we would be required to comply with the reporting requirements applicable to a US domestic issuer could be significantly higher than the costs we will incur as a foreign private issuer. As a result, a loss of foreign private issuer status could increase our legal and financial compliance costs and could make some activities highly time-consuming and costly. If we were required to comply with the rules and regulations applicable to US domestic issuers, it could make it more difficult and expensive for us to obtain director and officer liability insurance, and we could be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

•        our expectations regarding financial performance, including but not limited to our expectations regarding revenue, cost of revenue, operating expenses, and our ability to achieve and maintain future profitability;

•        our ability to successfully execute our business and growth strategy;

•        the sufficiency of our cash and cash equivalents to meet our liquidity needs;

•        the demand for our platforms in general;

•        Our ability to reach definitive agreements with prospective financing sources for our customers’ projects, or reaching definitive agreements that are less beneficial to us;

•        Our DG Engine intelligent software platform reaching the level of functionality and capabilities required for success, or achieving the product-market fit required for success; or

•        Our ability to add customers for our new business activities in a timely manner.

•        our ability to increase our number of customers and revenue generated from customers;

•        our expectations regarding our ability to quickly and effectively integrate our platforms for our existing and future customers;

•        our ability to develop new platforms, and enhancements to existing platforms, and bring them to market in a timely manner;

•        the size of our addressable markets, market share, category positions, and market trends, including our ability to grow our business in large government and commercial organizations;

•        our ability to compete with existing and new competitors in existing and new markets and products;

•        our expectations regarding anticipated technology needs and developments and our ability to address those needs and developments with our platforms;

•        our expectations regarding litigation and legal and regulatory matters;

•        our expectations regarding our ability to meet existing performance obligations and maintain the operability of our products;

•        our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy and data protection;

•        our expectations regarding new and evolving markets;

•        our ability to develop and protect our brand;

•        our ability to maintain the security and availability of our platforms;

•        our expectations and management of future growth;

•        our expectations concerning relationships with third parties, including our customers and vendors;

•        our ability to maintain, protect, and enhance our intellectual property; and

•        the increased expenses associated with being a public company.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The green energy and software platform market may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of the ADSs. In addition, the rapidly evolving nature of this industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

Registered Shareholders may, or may not, elect to sell ADSs covered by this prospectus. To the extent any Registered Shareholder chooses to sell ADSs covered by this prospectus, we will not receive any proceeds from any such sales of ADSs. See “Plan of Distribution.”.

DIVIDEND POLICY

We currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any dividends on our common shares in the foreseeable future after this Direct Listing. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions (including in the agreements governing our credit facilities or other debt instruments), capital requirements, business prospects and other factors our board of directors may deem relevant.

While we do not have any present plan to pay any dividends on our common shares in the foreseeable future, under the CBCA, our board of directors may declare, and the Company may pay a dividend by issuing fully paid shares of the Company and, subject to the solvency test described in the following sentence, a corporation may pay a dividend in money or property. The board of directors is prohibited from declaring and the Company is prohibited from paying a dividend if there are reasonable grounds for believing that the Company is or, after the payment would be, unable to pay its liabilities as they become due, or if the realizable value of the Company’s assets would thereby be less than the aggregate of its liabilities and its stated capital of all classes.

The CBCA also permits a corporation, subject to its articles, to purchase or otherwise acquire any of its issued shares, provided that no payment to purchase or otherwise acquire shares issued by it may be made unless the solvency test described above is satisfied at the time of, and after, such payment. Shares repurchased by an CBCA corporation are generally cancelled. Under the CBCA, a corporation may, subject to its articles and to the solvency test mentioned below, purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles. However, a corporation may not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that the corporation is or, after the payment, would be unable to pay its liabilities as they become due, or after the payment, the realizable value of the corporation’s assets would be less than the aggregate of its liabilities and the amount that would be required to pay the holders of shares who have a right to be paid, on a redemption or in a liquidation, ratably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.

If we pay any dividends on our common shares, we will pay those dividends which are payable in respect of the common shares underlying the ADSs to the depositary, as the registered holder of such common shares, and the depositary then will pay such amounts to the holders of ADSs in proportion to the common shares underlying the ADSs held by such holders of ADSs, subject to the terms of the deposit agreement, including net of the fees and expenses payable thereunder and any withholding on account of taxes or other governmental charges. See “Description of American Depositary Shares.”

CAPITALIZATION

The following table sets forth our cash and cash equivalents, amounts due to related parties and capitalization as of December 31, 2024. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the federal laws of Canada. Certain of our directors and officers, and some of the experts named in this prospectus reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. Specifically, our director Lan Yang is domiciled in China, and our director Aneel Waraich is domiciled in Canada. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. U.S. investors may not be able to enforce against us, members of our board, officers or certain experts named herein who are residents of countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

We have agreed to accept service of process in the U.S. through the Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, telephone: +1 302 636 5401.

As a result, it may not be possible for investors to effect service of process within the United States upon these persons or us or to enforce against them or us judgments obtained in U.S. courts, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States.

Although we are incorporated outside the U.S., we have agreed to accept service of process in the U.S. through the Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, telephone: +1 302 636 5401. Nevertheless, since a substantial portion of the assets owned by us are located outside the U.S., any judgment obtained in the U.S. against us may not be collectible within the U.S.

An investor may or may not be able to commence an original action against us or our directors or officers, or any person, before the courts outside the U.S. to enforce liabilities under U.S. federal securities laws, depending on the nature of the action.

Beijing Zhongzhida Law Firm, our counsel with respect to the PRC laws, has advised us that there is uncertainty as to whether Chinese courts would (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in China against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Furthermore, Beijing Zhongzhida Law Firm has advised us that, as of the date of this prospectus, no treaty or other form of formal reciprocity exists between the United States and China governing the recognition and enforcement of judgments.

Beijing Zhongzhida Law Firm has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. Chinese courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of formal reciprocity between jurisdictions. Beijing Zhongzhida Law Firm has advised us further that under Chinese law, courts in China will not recognize or enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of Chinese law or national sovereignty, security or social public interest. As there exists no treaty or other form of reciprocity between China and the United States governing the recognition and enforcement of judgments as of the date of this prospectus, including those predicated upon the liability provisions of the United States federal securities laws, there is uncertainty whether and on what basis a Chinese court would enforce judgments rendered by United States courts. Chinese courts may allow foreign shareholders to file lawsuits in China if they establish sufficient jurisdictional ties. As our Company issuing the common shares is incorporated in Canada, investors may face challenges in establishing nexus required for asserting jurisdiction in China against us. Even if investors succeed in filing a lawsuit in a Chinese court against any of our directors or officers, investors may not receive from the Chinese court legal remedies based upon US securities law.

It is possible for foreign arbitration awards to be recognized and enforced in China under applicable international conventions (such as the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards). However, courts in China may refuse to enforce an arbitral award if there are serious procedural issues, arbitrability issue, or public interest concerns. As a result, it is unclear if a foreign arbitral award would be enforced in China.

CORPORATE HISTORY AND STRUCTURE

Corporate History

DeepGreenX Group Inc. was incorporated under the CBCA on April 28, 2025. DeepGreenX is a holding company and has no operations. On May 25, 2025, the shareholders of our Korean subsidiary, also named DeepGreenX Group Inc., completed a reorganization transaction whereby each share of the Korean subsidiary was sold to the holding company in consideration for 400 shares of the holding company, resulting in such shareholder becoming a shareholder in the holding company and the Korean subsidiary becoming a wholly-owned subsidiary of DeepGreenX. Note that the share exchange was effected based on a valuation of the Korean subsidiary without reference to the projected trading price of DeepGreenX following the direct listing. To the extent tax authorities in Korea later determine that the Korean subsidiary was undervalued for the share exchange, DeepGreenX may be liable for the capital gains tax and securities transaction tax underpaid by the selling shareholders and up to 10% of such underpaid tax in penalty, as the withholding agent for such transaction under Korean tax law.

Our Korean Subsidiary was established under the laws of Korea on July 1, 2020 under the corporate name of Sun Seven Stars Korea Co., Ltd. It changed its corporate name to Metaverse Brain Robotics Co., Ltd. on October 13, 2021, to Giga Carbon Neutrality Korea Inc. on June 16, 2022, to Interstellar Chain Group Inc. on September 25, 2023, to New Native Asia Operation Inc. on September 30, 2024, to Deep Green Group on October 11, 2024 and finally to DeepGreenX Group Inc. on November 19, 2024.

In March 2023, we incorporated a wholly owned subsidiary Beijing Seven Stars Giga Technology Co. Ltd. in the People’s Republic of China. It changed its name to Beijing Deep Green Intelligent Technology Co., Ltd. on January 8, 2025. Beijing Deep Green Intelligent Technology Co., Ltd. established three wholly owned subsidiaries, Tianjin Deep Green Technology Co. Ltd. in October 2024, and Langfang Deep Green Technology Co. Ltd., and Anhui Chengtong Electronic Technology Co. Ltd. in November 2024. In addition, in June 2023, Beijing Deep Green Intelligent Technology Co., Ltd. acquired 100% equity interest of Baoji Space Tomorrow Ltd., Fujian GCN IoT Ltd. and its subsidiary Fujian Oxylus Space Ocean Group Ltd., from its controlling shareholder Sun Seven Stars Investment Group Limited.

In January 2024, we incorporated a wholly owned Delaware subsidiary DeepGreenX (Langfang) Technology Co., Ltd.

In September 2024, we incorporated a wholly owned Delaware subsidiary Deep Green Energy Group Incorporated. In December 2024, we incorporated a wholly owned Delaware subsidiary DeepGreenX (Delaware) Inc.

In December 2024, we incorporated a wholly owned subsidiary Beijing Deep Green Technology Co., Ltd. in the People’s Republic of China. In December 2024, it established three wholly owned subsidiaries Shanghai DeepGreenX Trading Co., Ltd., Shanghai DeepGreenX Nonferrous Metals Co., Ltd. and Beijing DeepGreenX Energy Technology Co., Ltd. In January 2025, it established two wholly owned subsidiaries Shanghai DeepGreenX Nonferrous Metals Sales Co., Ltd. and Shanghai Deep Green Trading Co., Ltd. In January 2025, Beijing DeepGreenX Energy Technology Co., Ltd. incorporated three wholly owned subsidiaries Tianjin DeepGreenX Energy Technology Co., Ltd., Yiwu DeepGreenX New Energy Technology Co., Ltd. and Tianjin Deep Green Energy Technology Co., Ltd. In August 2024, Fujian GCN IoT Ltd. disposed 100% equity interest of Fujian Oxylus Space Ocean Group Ltd. to an independent third party at nominal consideration as Fujian Oxylus Space Ocean Group Ltd. had yet commenced any business.

In January 2025, we incorporated a wholly owned British Virgin Islands subsidiary Deep Green Technology Company Limited.

In August 2024, Beijing Deep Green Intelligent Technology Co., Ltd. disposed of its 100% equity interest in Fujian GCN IoT Ltd. to Beijing Powermers Smart Industries Technology Co., a wholly owned subsidiary of our then-controlling shareholder, Powermers Smart Industries Inc. (“PSI”). The disposition was pursuant to an internal reorganization plan of PSI, where certain of PSI’s operating entities were consolidated into PSI. The disposition resulted in a change in the reporting entity and required retrospective combination of the entity for all periods presented, as if the disposition had been in effect since the inception of common control.

In November 2024, we deregistered Baoji Space Tomorrow Ltd. to terminate its operation according to the business plan of the Company’s management.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Overview

We intend to expand from a green logistics supply chain firm into an intelligent platform operating company creating profitable recurring revenue streams by converting sustainability and other real-world asset data into digital currencies that are to be monetized on digital asset exchanges.

In our legacy business we generate revenue from contracts to manage, among other things, the transition to sustainability for purchasing, transportation, storage and other logistical components of supply chains on behalf of the supply-chain owners, and from our new business we intend to generate revenue primarily from subscription and usage fees for our intelligent platform and digital asset trading revenue from the monetization of the digital financial instruments we create for our customers.

Key Factors Affecting Our Results of Operations

The key factors that have affected and that we expect will continue to affect our results of operations as we expand our current green logistics business with our developing sustainability data monetization business are set out below. The growth and future success of our business will depend on many factors beyond those discussed below, including those in the section of this prospectus titled “Risk Factors.”

Key Components of Results of Operations

Revenue

To date, we primarily generated revenue from commodity trading services involving the sales of bulk commodities mainly including metals.

We began generating revenue from the sale of commodities in the third quarter of 2023 when we began commodity trading services involving the sales of bulk commodities, primarily, metals.

We have generated revenue from the sale of commodities since September, 2023. Our customers generally have the right to return defective or non-conforming products to our producing OEM partners; such product returns have been immaterial in 2023 and 2024. This source of revenue is intended to provide building blocks as we expand our business into an intelligent platform operating company in the green data digitalization and monetization sector. As such, all revenue and profits from the last two years has been reinvested in the business to develop the green energy platform.

Cost of sales

Cost of sales is primarily comprised of the cost of goods and other direct costs associated with providing trading of metals. Cost of sales is primarily related to commodity trading services and was driven by product and material acquisition, shipping and handling, various support services and personnel costs. Our cost of sales includes commodities costs from suppliers, direct labor cost, amortization, and other related costs.

Operating expenses

Our operating expenses consist of general and administrative costs and professional expenses.

General and administrative expenses

General and administrative expenses consist primarily of personnel-related expenses for employees and contractors involved in general corporate functions, including executive management and administration and services like information technology, legal, accounting, finance, tax, and human resources. Personnel-related expenses primarily include salaries and benefits. General and administrative expenses also include allocated facilities costs, such as office, rent and depreciation expenses and other general corporate expenses.

Professional expenses

Our professional expenses consist primarily of costs associated with third party consulting, legal, accounting, reporting, registration, investor relations and human resource services fees. Additionally, we expect expenses to ensure compliance with rules and regulations of the SEC and the NYSE.

Other income

Other income consists of the consulting service provided to a related party.

Interest income

Interest income consists mainly of interest income earned on our cash and cash equivalents.

Income tax expenses

Our income tax expenses consist of an estimate for U.S. federal and state income taxes and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance against the full value of our U.S. federal and state net deferred tax assets because we believe it is more likely than not that the recoverability of these deferred tax assets will not be realized.

Comparability of Results

We initialized our business of trading of commodities in September 2023. During 2022, we were focused on winning customers in relation to our business.

Results of Operations

The following tables set forth our results of operations for the periods presented:

Comparison of the Years Ended December 31, 2024 and 2023

Revenue

Our revenue increased by $18,127,285 for the fiscal year ended December 31, 2024, as compared to the fiscal year ended December 31, 2023. The increase was mainly attributable to the revenue generated from trading of commodities. We commenced our business of commodity trading services as part of our overall green logistics business in the third quarter of 2023, and before the commencement of the business, we did not generate any revenue. As such, the revenue increased for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023.

Cost of sales

Our Cost of sales increased by $18,109,607 for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023. We commenced our business of commodity trading services as part of our overall green logistics business in the third quarter of 2023, and before the commencement of the business, we did not generate any cost of sales. Cost of sales in 2024 was primarily due to cost of goods and other direct costs associated with providing trading of metals.

Gross profit

For the reasons described above, our gross profit increased by $17,678 for the fiscal year ended December 31, 2024, as compared to the fiscal year ended December 31, 2023.

Operating expenses

General and administrative expenses increased by $1,684,441 or over 1,000%, for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023. The increase was primarily attributable to personnel-related expenses and travel expenses due to the increase in headcount as we were developing our business.

Professional expenses increased by $687,969, or over 1,000%, for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023. The increase was primarily due to an increase in the professional fee related to the listing service.

Comparison of Years Ended December 31, 2023 and 2022

Revenue

Our Revenue increased by $5,954,563 or over 1,000% for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022. The increase was mainly attributable to the revenue generated from trading of commodities. We commenced our business of commodity trading services in the third quarter of 2023, and before the commencement of the business, we did not generate any revenue. As such, the revenue increased for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022.

Cost of sales

Our Cost of sales increased by $5,948,424 for the fiscal year ended December 31, 2023 as compared to the fiscal year ended December 31, 2022. The increase was primarily due to the cost of goods and other direct costs associated with providing trading of metals.

Gross Profit

For the reasons described above, our Gross profit increased by $6,139, or over 100%.

Operating Expenses

General and administrative expenses decreased $37,724 or 27.45% for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022. The decrease was primarily attributable to personnel-related expenses due to a reduction in headcount as we adjusted our business and retrenched general and administrative function expenses.

Liquidity and Capital Resources

We had negative net cash flows from operating activities and expect our cash flows to remain negative at least for the near term as we scale and expand our software platform.

We had net loss of $2,453,422, net loss of $96,698 and net profit of $99,461 as of December 31, 2024, 2023 and 2022, respectively. We had negative net cash flows used in operating activities of $2,195,962, $55,119 and $12,693 for the fiscal years ended December 31, 2024, 2023 and 2022, respectively. We expect to continue to incur operating and net losses in the near term as we scale. In addition, we had total current liabilities of 4,381,382, $453,429 and $381,178 and total deficit of $2,641,598, $239,846 and $127,394 as of December 31, 2024, 2023 and 2022, respectively.

Sources of cash flow

As of December 31, 2024, 2023 and 2022, we had cash and cash equivalents of $1,051,936, $14,316 and $68, respectively. Our cash and cash equivalents consist of cash on hand, and bank deposits with original maturities of three months or less, all of which are insured, secured and unrestricted as to withdrawal. We maintain the bank accounts in the Republic of Korea and China.

We have financed our operations primarily from loans from our related parties. As of December 31, 2024 we had $1,051,936 of cash and cash equivalents which resulted from a series of loan agreements during the years ended December 31, 2023 and 2022, signed between our Group entities and Sun Seven Stars Investment Group Limited (“SSSIG”) and its subsidiary Enlighta Medical Technology Group, which SSSIG is our controlling shareholder, see “Related Party Transactions”. Our Group entities extended loans of $435,000 and $350,000 as of December 31, 2023 and 2022, respectively to SSSIG, to support the business operations of our Company (“Loan Arrangement”). This Loan Arrangement is non-interest bearing, non-secured, no stated maturity date and is payable on demand, with a term allowing the board of directors to apply discretion to delay repayment.

As of December 31, 2024, our non-cancellable commitments, as disclosed below in “— Contractual Obligations and Commitments,” we do not include any commitments related to these capital expenditures as we do not have any commitments that we cannot cancel without a significant penalty. In addition to our capital expenditure, we expect our operating expenses to increase as we expand our commercial sales and service team and continue to invest in research and development. We expect these investments to be a key driver of our long-term growth and competitiveness, but will impact our free cash flow. We have based these estimates on assumptions that may prove to be wrong, and we could be forced to utilize our available capital resources sooner than we currently anticipate.

We believe that our cash on hand and working capital availability plus gross profits from our supply chain business, plus the proceeds of any interim financing arrangements will be sufficient to meet our anticipated potential capital expenditures and working capital requirements for a period of at least 12 months from the date of this Prospectus. We expect to require additional capital to finance our operations, which may include seeking additional capital through equity offerings or debt financing. The sale of additional equity would result in dilution to our shareholders. The incurrence of debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that are more restrictive than those contained in our existing loans and

borrowings. See also “Risk Factors — Risks Relating to Our Business and Industry — We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.” on page 12. We may also be unable to obtain any such additional financing on reasonable terms or at all.

In addition, the amount and timing of our future funding and our business expansion requirements, if any, will depend on many factors, including the pace and results of our research and development efforts and our business expansion efforts. We may be unable to obtain any such funding on reasonable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available to us when, and in the amounts needed, it would likely result in delay, scaling back or abandoning some or all of our development programs and other operations, which could materially harm our business operations and our financial condition.

The expenditures associated with the development and business expansion of our Platform-as-a-Service and international expansion of our business operations are subject to significant risks and uncertainties, many of which are beyond our control, which may affect the timing and magnitude of these anticipated expenditures. See, “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” on page 12.

The following table summarizes our cash flows for the periods presented:

Net cash used in operating activities

Net cash used in operating activities for year ended December 31, 2024 was $2,195,962. The difference between our net cash used in operating activities and our net loss of $2,453,422 for the year ended December 31, 2024 was primarily the result of adjustments of the following item: $478 for depreciation and amortization, $1,625 for impairment loss and the following changes in operating assets and liabilities, net of assets and liabilities: $480,047 for accounts receivable, $3,617 for other receivables, $8,591 used for prepaid expenses and other assets, $39 for amounts due from related parties, $479,476 for accounts payable, $7,230 for amounts due to related parties and $275,405 for other payables and accrued expenses. Net cash used in operating activities for the year ended December 31, 2024 also reflected prepayment for warehouse costs, the amounts due to related parties include a loan arrangement, a non-trade reimbursement from related parties and other payable and accrued expenses include payable to directors and for rental.

Net cash used in operating activities for the year ended December 31, 2023 was $55,119. The difference between our net cash used in operating activities and our net loss of $96,698 for the year ended December 31, 2023 was primarily the result of adjustments of the following item: $1,799 for depreciation and amortization, and the following changes in operating assets and liabilities, net of assets and liabilities: $9,205 for other receivables, $1,676 used for prepaid expenses and other assets, $45,000 for amounts due from related parties, $10,436 for amounts due to related parties and $23,185 for other payables and accrued expenses. Net cash used in operating activities for the year ended December 31, 2023 also reflected prepayment for warehouse costs, amount due from a related party related to the consulting service fee receivable, the amounts due to related parties include a loan arrangement, a non-trade reimbursement from related parties and other payable and accrued expenses include payable to directors and for rental.

Net cash used in operating activities for the year ended December 31, 2022 was $12,693. The difference between our net cash used in operating activities and our net loss of $99,461 for the year ended December 31, 2022 was primarily the result of adjustments of the following item: $25,964 for depreciation and amortization, and the following changes in operating assets and liabilities, net of assets and liabilities: $32,862 for other receivables, $79,625 for prepaid expenses and other assets, $237,609 for amounts due from related parties, $23,567 from operating lease liabilities and $10,571 for other payables and accrued expenses. Net cash used in operating activities for the year ended

December 31, 2022 also reflected amounts due from a related party related to the consulting service fee receivable, the amounts due to related parties include the loan arrangement with related parties, and other payables and accrued expenses include payable to staff, directors and for rental.

Cash Used in Investing Activities

We did not have cash flows used in or provided by any investing activities for the years ended December 31, 2024, 2023 and 2022.

Cash Provided by Financing Activities

Net cash provided by financing activities of $3,187,127 for the year ended December 31, 2024 was entirely attributable to loan from related parties.

Net cash provided by financing activities of $85,000 for the year ended December 31, 2023 was entirely attributable to loan from related parties.

We did not have cash flows used in or provided by any financing activities for the year ended December 31, 2022.

Contractual Obligations and Commitments

As of December 31, 2024, 2023 and 2022, we do not have any contractual obligation and commitments.

Off-Balance Sheet Arrangements

As of December 31, 2024, 2023 and 2022, we do not have any off-balance sheet activities, arrangements or relationships.

Summary of Material Contracts

Electrolytic Copper Purchase Agreements

We entered into several electrolytic copper purchase agreements with various counterparties as part of our industrial logistics and supply chain operations. These agreements typically involve the sale of electrolytic copper in specified quantities, with pricing determined based on the Shanghai Futures Exchange price at delivery. The agreements require buyers to make full payment before title transfer, with buyers assuming all risks and associated storage costs upon delivery.

All agreements specify quality standards aligned with the National Standard of the People’s Republic of China (GB/T 467-2010) or a mutually agreed equivalent. Buyers have a limited timeframe to raise quality disputes, which are subject to third-party inspection, with the inspection results being binding on both parties.

The agreements contain default and penalty provisions, including:

•        Liquidated damages of 0.05% of the total contract value per day for payment or delivery delays.

•        If a party fails to perform for more than 15 business days, or materially breaches the agreement and does not cure the breach within 30 days, the non-breaching party may terminate the agreement and claim damages.

•        A punitive damage penalty of 20% of the total contract value applies in the event of termination due to breach, with additional compensation required if actual damages exceed this amount.

Each agreement contains force majeure provisions, requiring affected parties to provide notice within 24 hours and proof of the event within 15 business days. If a force majeure event persists for more than four weeks, the seller may terminate the agreement.

These agreements support our industrial logistics and supply chain services business by ensuring a steady flow of electrolytic copper sales under structured and enforceable contractual terms.

Green Supply Chain Consulting Service Agreements

We entered into supply chain consulting agreements with various counterparties to provide consulting and transaction facilitation services related to the trading of energy and technology metals, including nickel, copper, lithium, and cobalt. The agreements cover services such as supplier and buyer introductions, market analysis, and transaction structuring.

Each agreement specifies a matching sales target ranging from $57.14 million to $428.57 million in the final quarter of 2024.

Under these agreements:

•        The counterparties receive a commission ranging from 0.05% to 0.065% on completed transactions.

•        No compensation is payable if no transactions are facilitated.

•        Either party may terminate the agreement upon material breach.

•        The agreements contain strict confidentiality provisions, with penalties of RMB 500,000 for unauthorized disclosures.

•        Disputes are resolved through litigation in the counterparty’s jurisdiction, with the losing party liable for attorneys’ fees and legal costs.

These agreements support our industrial logistics and supply chain operations by formalizing our role in facilitating and optimizing commodity transactions for third parties.

Quantitative and Qualitative Disclosures about Market Risk

Market risk, including the risk of loss, may impact our financial position as a result of adverse changes to financial market prices and rates.

Foreign currency risk

Our reporting currency is U.S. dollar. The functional currency of the Company is KRW. The Company’s principal places of current operations are the Republic of Korea and China. The financial position and results of its operations in the Republic of Korea and China are determined using Korean Won and Renminbi (“RMB”) as their functional currency, respectively. We are exposed to foreign exchange risk in respect of our revenue generated from sale commodities and operating expenses which are primarily denominated in Korean Won and RMB. Our exposure to foreign exchange risk will increase as revenue from the sale of commodities and expenses in other markets which are denominated in other foreign currencies will begin to contribute a significant share of our revenue if our expansion plans are successful. RMB is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

We had cash and cash equivalents totaling $1,051,936, $14,316 and $68 as of December 31, 2024, 2023 and 2022. Cash investments are focused on capital preservation and supporting our liquidity requirements. We do not invest in financial instruments for trading or speculative purposes.

Seasonality

We do not expect seasonality to have a significant impact on our results of operations until we scale our business. In many of our current markets sales of industrial and commercial vehicles are frequently at lower levels during the first quarter of the calendar year with increased sales during the second and third quarters. Our limited operating history has not revealed an effect of this seasonality.

BUSINESS

Overview

The business activities described in this section include both our current operations and future initiatives that are in various stages of development. Except where otherwise noted, the future products, services, and platform capabilities described herein have not yet been commercially launched. We intend to operate these initiatives through one or more existing or newly formed subsidiaries of DeepGreenX Group Inc., our parent company, in accordance with applicable laws and regulations. We will finalize specific entity assignments and operational processes as our platform development progresses.

We intend to expand from a green logistics supply chain firm into an intelligent platform operating company that will be creating profitable recurring revenue streams by converting sustainability and other real-world asset data into digital currencies that are to be traded and monetized on digital asset exchanges. We intend to implement this expansion with our developing asset-to-digital currency conversion capabilities, our exchange network connectivity capabilities, and new project acquisition and sourcing capabilities, all supported by our developing intelligent software capabilities. Taken together, we refer to this combination of developing capabilities our DXG RWA Factory.

We intend to operate our DXG RWA Factory through one or more existing or newly formed subsidiaries of our Canadian parent company, DeepGreenX Group Inc., in full compliance with all applicable laws and regulations governing the activities and business processes comprising the DXG RWA Factory.

Our legacy logistics business generates revenue from contracts to manage supply chains on behalf of the supply-chain owners. Our current business is conducted primarily in China, and our primary customer supply chain sector is the transportation of commodities. We advise and assist our supply-chain owners to convert their supply-chain purchasing, processes, vendors, transportation facilities, and equipment to more sustainable sources.

Once we complete our transition into a provider of an intelligent platform and DG RWA Factory, we expect to generate revenue primarily from subscription and usage fees and digital asset trading revenue from the monetization of the digital financial instruments we create for our customers.

While we transition from a green logistics supply chain company to an intelligent platform operator and DXG RWA Factory, we are focusing on creating profitable recurring revenue streams by converting sustainability and other real-world asset data into digital financial instruments. These instruments will be traded and monetized through digital exchanges, enabling us to leverage our platform for future growth. While we are currently developing these capabilities, we do not anticipate that these changes will impact our financial stability or expose us to material risks from the broader volatility in digital asset markets.

We are not involved in handling crypto assets for third parties, nor do we expect to have exposure to customer funds in the future. Our model is primarily fee-based, driven by our platform’s functionality and not linked to fluctuations in digital asset values. Therefore, even in the event of significant market volatility, we do not expect a material adverse impact on our fee revenue.

Our expansion plans also include working with financial institutions to create new capital sources for real-world assets and sustainability projects, which will help facilitate our customer acquisition efforts and ensure a sustainable revenue model. We remain focused on building a resilient platform that will be compliant with the evolving digital asset regulations while minimizing risks associated with market disruptions or regulatory challenges.

While we are developing our intelligent software systems to support our DXG RWA Factory, we also intend to implement our data acquisition, conversion to digital financial instruments, and digital monetization process via a combination of manual and automated capabilities.

Once our intelligent software platform supporting our DXG RWA Factory is deployed, we intend to source customers for that platform from our contacts in our legacy green logistics business and new relationships we intend to build in sustainability and other sectors such as nature-based carbon capture initiatives, green data and computing centers, and grid-level solar energy systems, virtual power grids, and battery storage systems, among others.

We also intend to work with financial institutions to create new capital sources for traditional asset classes, sustainability initiatives, and other real-world-asset (RWA) projects which we believe would help facilitate our customer acquisition going forward.

We generally use the term digital financial instruments in this Prospectus to describe data and contract information that has been converted into formats such that they can be included on blockchain, and thereafter traded on digital financial exchanges. We generally use the term Carbon Credits or REC in this Prospectus to describe digital financial instruments that are created from sustainable energy and carbon capture initiatives and data, and the term RWA to describe digital financial instruments that are created from all other types of data, contracts, and initiatives which are suitable for digitalization on blockchains and trading on digital exchanges.

We generally use the terms Certificate and Token in this Prospectus to describe carbon-related and RWA digital financial instruments, respectively. We intend to follow generally accepted industry nomenclature for these activities in our actual operations.

Mission and Vision

Our long-term mission is to help accelerate world sustainability and digital capital innovation by making it easier for green-focused enterprises, sustainability projects, real-world asset projects, capital, and data to come together in a simple, repeatable, and profitable ecosystem.

We are developing our platform to achieve that mission by designing simple customer onboarding, end-to-end automation of the data extraction and digital process, and seamless, automated connectivity to digital markets and exchanges. We believe the incremental profitability produced by adding our services to sustainability and RWA projects may induce more capital sources to fund those programs generally.

We believe the sum of all these activities may increase the overall economic attractiveness of sustainability and other digital financial initiatives, with the real economic returns on commercial capital deployed being redeployed into additional projects as shown below:

Our Business

We intend to operate at the intersection of three of the world’s largest global markets: energy, digitalization, and finance.

Our initial focus will be on contracting with entities deploying sustainable energy, carbon-reducing and tokenizable real-world asset projects, using our developing platform to convert their sustainability and real-world asset data into certified digital financial instruments, which will then be transacted and monetized within global digital financial markets.

We believe our ability to create these new profit centers from sustainability and real-world asset data will enhance the attractiveness of these projects to potential sponsors and capital sources alike, which we believe will, in turn, accelerate the creation of new projects as customers for us over time.

Industry Trends

Global Sustainable Development

The international community’s recognition of the value of sustainable development and carbon reduction is steadily increasing from both policy and market perspectives. In addition to the global guidelines, countries and regions are actively advancing sustainable development policies. National policy frameworks, such as the European Union’s Green Deal, China’s Dual Carbon policy, and Japan’s Green Growth Strategy, have laid a solid foundation for sustainable investment globally. The chart below, chart produced by Frost & Sullivan, shows the large number and frequency of initiatives around the world are ramping up support for clean energy, green infrastructure, and low-carbon technologies, offering investors numerous opportunities to invest in green projects. The shear density and frequency of the chart below is its message.

The scale and number of global Environmental, Social, and Governance (“ESG”) investments are showing a growth trend: The total amount of sustainable investment in major developed countries worldwide is above $30 trillion. Moreover, the scale of global sustainable investment assets has shown a continuous growth trend in recent years.

The following chart from Frost & Sullivan reflects that the scale of global sustainable investment assets has shown a continuous growth trend in recent years.

Under international climate agreements such as the Paris Agreement, governments are committed to reducing greenhouse gas emissions, and the regulation of environmental protection, carbon emissions, and resource consumption is becoming increasingly stringent. As a result, businesses and industries face growing policy pressure to reduce carbon emissions and enhance environmental sustainability, necessitating their active participation in sustainable development to address global climate change.

Moreover, some countries and regions introduced regulatory indicators setting standards for corporate carbon emissions. With the rise of the ESG concept, investors are placing more emphasis on ESG-related disclosures and metrics from companies. This prompted industries to actively integrate into the trend of sustainable development, fostering the emergence of the green economy. Green logistics and carbon trading have become prominent areas of focus in ESG. Green logistics reduces carbon dioxide emissions by optimizing transportation routes, using clean energy vehicles, and improving transportation efficiency, helping businesses achieve environmental goals while lowering operational costs. Carbon trading, a rapidly growing new field, offers companies and institutions the opportunity to reduce carbon emissions through market mechanisms. By trading carbon credits on carbon exchanges, businesses can buy or sell carbon allowances to achieve their carbon neutrality targets and contribute to sustainable development goals.

Background of the Global Green Industrial Supply Chain Industry

As detailed in the below chart, the global green industrial supply chain integrates the principles of sustainable development to promote an overall green transformation. This approach encompasses commodities trade and other important components such as green logistics and carbon markets. By implementing green supply chain management, core enterprises play a vital leading role; they must enhance their performance in energy conservation, emission reduction, and environmental protection while expanding the supply of green products and services to society.

Core enterprises serve a dual role in this process by optimizing energy and resource efficiency and collaborating with supply chain partners to improve their environmental performance. This green synergy fosters sustainable development throughout the entire industry chain, creating a more efficient resource utilization model and reducing waste and pollution in industrial production. The ultimate goal of green supply chain management is to achieve green development across the entire industry chain, enhancing the competitiveness of the supply chain and laying a foundation for the long-term sustainable development of the global economy.

The green trade of commodities promotes the greening of international trade through the procurement of environmentally friendly materials and adherence to environmental standards. Green logistics utilizes clean energy technologies and efficient transportation methods in logistics and storage processes to minimize greenhouse gas emissions. As a crucial support for the global green industrial supply chain, carbon markets promote investments and technological innovations in energy conservation and emission reduction through carbon trading mechanisms, facilitating low-carbon development across the entire chain. This green supply chain model reduces environmental burdens and creates additional growth opportunities in the green economy, helping to maintain sustainable prosperity and development while achieving carbon neutrality goals globally.

Drivers of the Global Green Industrial Supply Chain Industry

The growth of the global green supply chain industry is driven by several factors. First, the push for carbon neutrality accelerates companies’ green transformations, as national policies require businesses to reduce carbon emissions within their supply chains, promoting collaboration among upstream and downstream enterprises. The industrial supply chain, as a key component of carbon emissions, reduces its carbon footprint through the introduction of clean energy and optimization of production and logistics processes. Second, the demand for long-term sustainable development drives companies to optimize their supply chains to reduce costs, improve efficiency, and meet the requirements of ESG investment principles. Finally, technological innovations, such as the application of the Internet of Things (IoT), blockchain, and carbon emission tracking tools, help companies enhance supply chain transparency and management efficiency, providing new growth opportunities for green supply chains.

Many countries have set carbon neutrality goals, prompting companies to accelerate their green supply chain transformations. For example, China committed to achieve peak carbon emissions by 2030 and carbon neutrality by 2060. This goal establishes a timeline for the global industrial supply chain. This involves the green transformation of companies and encourages collaborative efforts among upstream and downstream enterprises to ensure that the entire industrial chain’s carbon emissions comply with policy requirements. Additionally, countries implemented policies and regulatory requirements to achieve carbon neutrality, providing guidance and incentives for the greening of corporate supply chains. For instance, the establishment of carbon markets encourages companies to purchase carbon credits or invest in low-carbon technologies through carbon trading mechanisms to meet their reduction targets. Moreover, green standards in international trade are continuously improving, motivating multinational companies to adopt more environmentally friendly processes and technologies within their supply chains. These policy drives provide external momentum for the transformation of global supply chains.

Industrial manufacturing and logistics transportation are among the primary sources of carbon emissions in the supply chain. Factories and manufacturers can optimize carbon emissions in the manufacturing process by introducing clean energy, improving the energy efficiency of production equipment, and minimizing waste generation. For example, the application of smart manufacturing and automation technologies can enhance production efficiency while reducing energy consumption and emissions. By optimizing the manufacturing process, companies can significantly lower the carbon footprint of their products during production. To reduce carbon emissions during transportation, businesses can adopt more environmentally friendly transportation methods, such as electric vehicles, optimizing transportation routes, and utilizing more efficient logistics management systems. The application of green logistics technologies, such as carbon emission tracking and supply chain transparency management, can help companies reduce their carbon footprint in the logistics phase. Additionally, shortening distances between supply chain nodes can effectively reduce carbon emissions during transportation. The carbon footprint of a product is not limited to the manufacturing process; it encompasses the entire lifecycle of the supply chain, from raw material procurement and processing to product manufacturing, delivery, and ultimately consumer use and waste disposal. Therefore, reducing the carbon footprint requires a comprehensive optimization of all supply chain stages.

By optimizing various aspects of their supply chains, companies can significantly lower operational costs and improve efficiency. This includes reducing unnecessary resource waste and lowering energy and transportation costs by optimizing raw material procurement, production processes, warehousing, and logistics management. For example, by adopting intelligent and automated production and supply chain management technologies, companies can reduce

labor and resource consumption, thereby increasing output efficiency. In the context of globalization, the complexity and diversity of supply chain processes mean that reducing costs and enhancing efficiency not only strengthen a company’s competitiveness but also help businesses respond to market fluctuations and maintain long-term steady growth. As the importance of ESG investment principles grows, companies are increasingly focusing on green and sustainable development to attract investor interest.

In response to global climate change requirements, many companies are incorporating technological innovations into their supply chains. For instance, leveraging advanced technologies such as IoT, blockchain, and big data for transparent supply chain management helps companies better track and optimize resource utilization efficiency. Intelligent energy management systems and carbon emission tracking tools enable real-time monitoring and reduction of carbon footprints. These innovations help reduce environmental impacts and enhance the overall efficiency and responsiveness of the supply chain, creating new growth opportunities for enterprises.

Green Logistics Industry

The global green logistics technology industry is undergoing three important development stages, among which digital empowerment plays a key role in the process of realizing green logistics. These stages mark the all-round green transformation of the logistics industry from energy structure, data interconnection to carbon sink trading.

1.      Electrification Transformation.    Electrification transformation involves the greening of transportation equipment, represented by the shift from fuel drive to new energy drive. The key technologies in this stage are electric vehicles and fuel cell vehicles.

2.      Intelligent Upgrading.    Intelligent upgrading refers to installing sensors on logistics vehicles, collecting data through sensors and pooling them on the logistics SAAS platform in order to realize data flow coherence and energy efficiency improvement of the logistics process and to lay the foundation for global interconnection of data.

3.      Standardization and Trading of Carbon Sink.    By standardizing carbon sink data, new assets can be formed, thus realizing the commercialization of carbon sink trading and accelerating the green transformation of the logistics industry.

Development of the Global Carbon Market

In 1997 the Kyoto Protocol was developed, which is the only legally binding treaty for greenhouse gas reduction globally, imposing total emission reduction targets on all developed countries except the United States. The signing of this agreement marked a turning point for the rapid development of the carbon trading market, primarily due to the establishment of the Clean Development Mechanism (“CDM”). The CDM allows investors from developed countries to obtain “Certified Emission Reductions” (“CERs”) from emission reduction projects implemented in developing countries that contribute to their sustainable development.

Achieving carbon neutrality has become a unified action for countries worldwide in addressing the challenges posed by climate change. It is within this global consensus that the international carbon trading system emerged. The carbon market mechanism, based on carbon emissions trading, plays a crucial role in achieving global carbon reduction targets. This trading system is a market-based reduction mechanism that prices carbon emissions, thereby incentivizing companies and nations to lower their greenhouse gas emissions. Such a system not only aids in meeting reduction targets but also promotes the development of clean energy and low-carbon technologies, driving the economy toward a more sustainable direction. Although the global carbon market is currently in a decentralized and regionalized development stage, the growing energy crisis and increasing uncertainty from extreme weather events have led to a trend toward collaborative carbon market initiatives. This international cooperation aims to achieve synergy in the global carbon market, making it an irreversible trend in the fight against climate change.

Subsequently, several international treaties, including the Paris Agreement, have refined and adjusted carbon trading mechanisms. In 2021, significant progress was made during the 26th Conference of the Parties (“COP26”) to the United Nations Framework Convention on Climate Change held in Glasgow. Key achievements included:

•        Establishing new rules for carbon accounting and regulation;

•        Creating a mechanism for the transfer of carbon reduction credits among countries; and

•        Setting up a global carbon market supervised by United Nations entities.

As a market mechanism aimed at reducing greenhouse gas emissions and addressing climate change, carbon trading has extensive and far-reaching global effects, including environmental benefits, global cooperation, flexibility, funding sources, cost-effectiveness, and economic incentives. The goal of carbon trading is to reduce greenhouse gas emissions and mitigate global warming, and the impacts of climate change. By setting a total emissions cap and gradually lowering this cap, carbon trading can ensure actual environmental benefits.

Carbon sink resources and carbon assets

Carbon sink resources absorb carbon dioxide and sequester it, reducing the concentration of greenhouse gases in the atmosphere. Through conducting carbon sink projects, carbon assets could be realized. Carbon assets is a collective term for direct or indirect property rights and their derivatives that provide both environmental benefits and economic value. Carbon assets represent a new type of ecological asset and facilitate the trading of carbon emission rights and the monetization of environmental benefits through market mechanisms, providing economic incentives for both companies and countries to reduce greenhouse gas emissions.

The commercial innovation and implementation of carbon sinks, such as carbon credits and carbon offset projects, offer opportunities for transformation and upgrade across various industries. They provide new development models developing countries and regions, ensuring balanced global economic growth and environmental sustainability. Moreover, carbon sink projects involve ecological initiatives such as forest protection and wetland restoration which enhance biodiversity and ecosystem services while bringing economic benefits and social welfare to local communities.

Carbon Trading Market

As an important component of climate policy, the carbon market is increasingly being prioritized by governments worldwide. According to data from the International Carbon Action Partnership (“ICAP”), there are currently 36 operational carbon markets globally, 14 markets under development, and 8 jurisdictions considering carbon markets. The existing carbon markets are capable of covering 9.9 billion tons of carbon dioxide equivalent, which accounts for over 18% of global greenhouse gas emissions. As of 2023, the cumulative revenue from carbon markets has reached $74 billion, with a total accumulated revenue of $303 billion since 2007.

Key Success Factors

Various factors drive the commercialization success of the green industrial supply chain market. Technological attributes and capabilities play a critical role in carbon credit monitoring and standardization. Companies can provide highly accurate carbon emission monitoring and feasible reduction strategies by leveraging cutting-edge technologies such as artificial intelligence (“AI”), the Internet of Things (“IoT”), and big data analytics. Furthermore, collaborating within an ecosystem enables companies to partner with clients and technology service providers, allowing them to accumulate valuable data assets and ultimately monetize green data assets. Some of the most important factors to the success of the green industrial supply chain market follow:

•        Capability of Cooperation at Ecosystem Level.    Players with ecological collaboration capabilities are more likely to succeed in the industry. By partnering with various types of clients and strategically collaborating with technology service providers, companies can accumulate valuable data assets throughout the entire carbon credit monitoring and trading operation, ultimately leading to the monetization of green data assets. This cooperative model not only contributes to the formation of a robust industry ecosystem but also fosters sustainable long-term business development for enterprises.

Through the monitoring and analysis of client operational data, companies can amass a wealth of practical application data related to carbon emissions, carbon footprints, and carbon credits. This data enhances the service quality of the companies and allows for data integration and mining, creating valuable green data assets. By collaborating with technology service providers, companies can leverage cutting-edge technology for the monitoring and standardization of carbon credit assets within a controlled cost framework. This partnership model further strengthens the industry ecosystem and drives sustainable long-term business growth for enterprises.

•        Capability of Comprehensive Linkage Ability of Various Scenes.    Establishing comprehensive monitoring capabilities is crucial for carbon asset players, as it directly relates to the confirmation and standardization of carbon assets. The logistics environment encompasses a complex transportation chain that includes multiple variables such as vehicle fuel consumption, transport routes, and cargo loads. By

implementing full-scale logistics monitoring, carbon asset players can comprehensively and accurately collect carbon emission data from each logistics node. This data collection approach covers everything from the operation of transport vehicles to the energy usage of storage facilities, enabling companies to accurately reflect the carbon footprint of the entire logistics chain.

Comprehensive monitoring provides the foundation for generating and assessing carbon credits, ensuring the authenticity and compliance of carbon assets. By establishing end-to-end logistics monitoring, carbon asset players can confirm carbon assets accurately and in real-time, ensuring the verifiability and transparency of carbon credit data while achieving standardized conversion of carbon credits. This capability lays the groundwork for the financialization of carbon assets and drives liquidity and innovation within the carbon trading market. Additionally, by optimizing logistics processes, companies can further reduce carbon emissions and enhance their green competitiveness. In the competitive landscape of future carbon markets, carbon asset players equipped with comprehensive monitoring and standardization capabilities are more likely to achieve long-term commercial success and market leadership.

•        Standardization Capability of Carbon Products.    The standardization capability of financial products directly impacts the traceability, transparency, and trustworthiness of carbon assets in the market. This capability allows carbon assets to be unified through market-recognized verification reports and standardized processes. This standardization process significantly enhances the transparency of carbon credits, ensuring that each carbon credit in the market has the same accounting basis and certification standards. Furthermore, the homogenization of the carbon market allows carbon credits to be traded freely like traditional financial products, greatly simplifying the trading process and reducing transaction costs. By achieving the standardized conversion of carbon assets, carbon trading players can effectively enhance market recognition, attract more investors, and promote liquidity within the carbon market.

•        Technological Attributes.    Technological attributes and capabilities are essential in the processes of carbon sink monitoring and standardization. By leveraging cutting-edge technologies such as AI, the IoT, and big data analytics, companies can provide highly accurate carbon emission monitoring for their clients and propose feasible reduction strategies in real-world application scenarios. These technologies not only automate the collection and processing of vast amounts of data but also analyze the impact of various factors on carbon emissions, enabling businesses to develop customized reduction strategies to better achieve their carbon neutrality goals. In the carbon sink monitoring phase, the application of technology can track and monitor factors such as transportation routes, vehicle energy consumption, and cargo load, helping companies rapidly assess their carbon emissions and make necessary adjustments. The use of AI enhances the efficiency of carbon monitoring and facilitates future carbon emission pathway planning and reduction strategies through predictive modeling.

Intelligent Software Platform

Our Intelligent Software Platform, which we refer to as the DXG RWA Factory, is in the early stages of development. The platform is designed to support the tokenization of Real-World Assets (RWA) that contribute to sustainable development and will ultimately be offered as a Platform-as-a-Service subscription.

When completed, the platform will support the following major functionalities, which we will perform via a combination of manual and automated methods:

•        Data Acquisition.    The process by which we connect into our customers’ IT and other operating systems to extract their sustainability data.

•        Data Digitalization.    The process by which we measure, verify, and report material sustainability-related metrics and certify customers’ data, ensuring that all necessary qualifications specified by standards-setting organizations have been met.

•        Conversion into Digital Financial Products.    The processes whereby we convert the certified data into digital financial products such as Carbon Credits, RECs, RWA tokens and certificates, and other digital instruments.

•        Digital Financial Product Trading.    The process by which we monetize digital financial instruments on behalf of our customers, earning trading commissions for us.

The fully scaled version of the DXG RWA Factory is not expected to be operational within the next 12 to 18 months. In the interim, we intend to offer tokenized products using a combination of manual and partially automated processes. Many components of the platform — such as data pipelines, token issuance mechanisms, and exchange integration — will be developed iteratively as use-case-specific solutions before being fully integrated into the broader platform.

We are actively evaluating and, in some cases, engaging with third-party partners for blockchain infrastructure, tokenization engines, asset verification, and custody. These may include, but are not limited to, partners with which we form joint ventures, and vendors operating in multiple compliant jurisdictions. We are also evaluating blockchain technology stacks, including Avalanche subnets, for their regulatory and technical suitability.

The jurisdictions in which we intend to initially operate are still being finalized and may depend on the asset class being tokenized, local regulatory frameworks, and the location of our partners and investors. We anticipate that our initial projects will include:

•        Tokenization of computing and data centers; and

•        Tokenization of nature-based assets.

We are modeling our approach on successful institutional tokenization efforts (such as BlackRock’s BUIDL fund) that are designed to appeal to traditional investors.

To date, we have taken the following steps:

•        Hired a full-time software development team;

•        Engaged a leading cybersecurity firm (fyeo.io) to assist with smart contract audits and security reviews;

•        Retained global law firms and advisors, including Jones Day, to advise on legal and compliance matters;

•        Initiated discussions and technical diligence with asset verification and tokenization providers operating in regulated markets.

As of the date of this filing, we have not created, deployed, or issued any tokens. Our first tokenization project is still in the planning phase and, if successful, is expected to occur later in 2025. We are evaluating multiple blockchain infrastructure options and have not yet finalized the specific blockchain(s) on which our tokens will be minted. As a result, characteristics such as the issuance process, transfer mechanics, wallet compatibility, and custody protocols are still being determined.

While the characteristics of our anticipated token offerings, including the rights of holders and how the rights and characteristics of such token(s) will be memorialized, we anticipate that each token offering will be structured independently and may include unique terms. However, based on current planning, we expect that our token offerings may exhibit some or all of the following characteristics:

•        A standard smart contract deployed on a blockchain that records token holder balances;

•        AML/KYC procedures for purchasers, tailored to relevant jurisdictional requirements;

•        Transfer restrictions based on applicable securities laws and token classifications;

•        Rights to participate in cash flows derived from the underlying asset or fund;

•        No direct control by token holders over the underlying asset or its management;

•        Non-binding voting mechanisms enabling token holders to express views to fund managers;

•        Potential dividend or distribution features, subject to ongoing structuring and legal review.

We are still assessing how rights and terms associated with each token will be memorialized — this may include on-chain smart contract parameters, off-chain legal documentation, and whitepapers or offering memoranda tailored to each issuance.

We acknowledge that some tokens may be treated as securities and intend to follow legal and regulatory guidance in each jurisdiction where tokens are offered. Until a blockchain and issuance structure is finalized, we cannot yet determine the complete technical stack, issuance mechanics, or wallet architecture.

We believe taking the above steps will provide our platform with the requisite external legal, technology, and financial partners required. In addition, we are evaluating or engaging with partners for tokenization, asset verification, custody, and exchange connectivity. These partners are expected to help ensure regulatory compliance and maintain economic parity between the underlying Real-World Assets and their tokenized representations.

Although we are optimistic about the platform’s long-term value, the development process is at an early stage, and many technical, regulatory, and commercial milestones remain undefined. There is no guarantee that we will be able to complete the platform as envisioned, secure sufficient financing, or find institutional partners willing to support or trade the tokenized instruments we plan to offer.

Digital Trading Relationships

We intend to develop relationships and interfaces into the world’s digital trading platforms such as Binance, Coinbase, and Bybit, and OKX, among others, and into certification and standards-setting agencies such as WSSO, CBDCCO, and the Climate Action Reserve for sustainability data. We believe these interfaces will allow us to sell, trade, and/or barter the RECs, Carbon Credits, RWA Certificates, tokens, and other digital assets we expect to create from our customers’ sustainability and other data over time.

Regulatory and Market Risks Related to Digital Assets

As part of our ongoing transition, we are actively developing capabilities for converting sustainability and real-world asset data into digital financial instruments. While we are not yet engaged in tokenizing real-world assets or handling crypto assets on behalf of customers, we have begun assembling the required technology, compliance, and operational components to support such offerings in the future. We expect to offer these services — including potential tokenized offerings to institutional customers, including those in the United States — once regulatory and technical milestones are met. Our intended business model is fee-based, with anticipated revenue from subscription services, usage fees, and digital asset-related transactions. We do not expect to rely on the appreciation of digital assets for our revenues.

We do not intend to hold crypto assets on behalf of customers or assume direct exposure to crypto asset market volatility. Our fee revenue is expected to remain unaffected by market fluctuations or price volatility in the digital asset markets.

Regarding regulatory exposure, we do not anticipate holding material assets that could be impacted by the bankruptcy of other market participants. Similarly, we do not foresee any significant risks related to excessive or suspended redemptions or withdrawals, as we are not directly involved in managing client funds or acting as a custodian for digital assets.

Additionally, we do not expect reputational harm due to disruptions in the crypto asset markets or exposure to counterparty risks stemming from the bankruptcy of other entities or market participants. Our model focuses on creating and trading digital financial instruments based on sustainability and real-world asset data, not engaging in activities where counterparties or custodian risk could directly affect us.

We also do not anticipate any unauthorized or impermissible access to our products and services in jurisdictions where such access is prohibited or restricted. We intend to fully comply with applicable laws and regulatory requirements in all jurisdictions where we operate, including the United States.

Customer Acquisition Activities

We currently have discussions underway to deploy our methodology with several entities in a diverse range of sustainability and real-world asset sectors, including entities:

•        developing portfolios of nature-based carbon capture concessions;

•        developing portfolios of data and computing centers, together with their power and connectivity assets;

•        deploying alternative energy solutions such as solar, wind, hydro, geothermal and associated battery storage systems and virtual grid implementations;

While blockchain offers the promise of transparency and decentralized verification, there are serious risks and limitations to relying on blockchain technology. These include scalability constraints, high transaction costs, latency, and reliability concerns. There is a risk that existing blockchain platforms may not meet the performance, security, or compliance requirements necessary to support our long-term roadmap. As such, we may need to adjust our product strategy if the underlying infrastructure proves insufficient.

Our current plan is to begin with tokenized assets that have relatively low volatility and straightforward regulatory characteristics — such as REIT-backed real estate or verified sustainability-linked assets — before expanding to more complex and dynamic Real-World Assets. However, we have not yet finalized which asset classes will be tokenized first, and our timeline and roadmap remain subject to change.

To the extent we develop proprietary applications or tools to support token issuance, compliance, and trading, they will initially apply only to tokens we create. These tools may rely on a combination of blockchain-native smart contracts and off-chain systems for verification, recordkeeping, AML/KYC compliance, and user interface functions. We have not yet finalized the architectural structure of these tools or whether any components will be built in-house or through third-party partners.

We intend to proceed carefully, leveraging legal, cybersecurity, and blockchain development partners to ensure compliance, security, and reliability as we design and roll out our initial offerings.

Carbon Credit and Renewable Energy Certificates

Core areas of our future focus are the carbon credit (“CC”), the REC and the RWA markets for which we are building our data capture, transformation, and trading technology.

Certification and Trading Values for CC and RECs

In the realm of digital assets, carbon credits, and RECs, inefficiencies such as verification challenges and inconsistent valuations persist. We believe our intelligent platform verification and certification processes will bring a higher level of precision and validation to our carbon credit and REC activities, thus gaining us more efficient access to high-quality certification agencies. This approach enhances market confidence in the credit’s or certificate’s validity, which generally translates to higher trading values per CC or REC.

Addressing Market Inefficiencies

We believe our solutions address these issues, standardizing metrics and harnessing AI for seamless verification, which ensures that asset valuations in these emerging markets reflect their true environmental and financial worth.

Go-To-Market Strategy

Our vision is to usher industries into a new era where economic returns automatically drive sustainability initiatives without the need for substantial subsidies or regulatory interventions. Our company motto, “Turning Green into Gold,” encapsulates our ambition to redefine sustainability by making it profitable and, therefore, inherently sustainable. We believe that sustainability driven by real economic value and profitability is the key to long-term environmental progress. By creating a self-sustaining, economically viable model for green initiatives, we intend to redefine the impact that financial markets can have on environmental progress.

Business Expansion and Sector Initiatives

Our goal is to expand our relationships with existing, legacy business customers across a wide array of sustainability sectors and enter into new contracts to provide our new platform and data monetization for the appropriate portions of their sustainability and real-world asset projects and initiatives. Below is a summary of the types of entities we intend to target as well as sustainability sectors into which we plan to expand:

•        Green Logistics:    We intend to target the customer base in our legacy green logistics management business for our platform and data monetization services.

•        Solar Facilities:    We believe our platform will be attractive to entities with solar energy infrastructure construction projects in France and Belgium.

MANAGEMENT

Directors, Director Nominees and Executive Officers

The following table sets forth information regarding our directors, director nominees and executive officers as of the date of this prospectus.

Unless otherwise indicated, the business address of each director and executive officer is c/o 22 Vanderbilt Avenue, Suite 7A, New York, NY 10017.

Biographical information

The following is a summary of certain biographical information concerning our directors, director nominees and executive officers as of the date of this prospectus.

Barclay Knapp

Barclay Knapp has served as a Director and Chief Executive Officer of our Korean subsidiary since November 2024, and as a Director and Chief Executive Officer of the Company since May 2025. Mr. Knapp has been a successful Chief Executive Officer and serial entrepreneur in technology for over 40 years. Highlights include his pioneering role in the Broadband Internet industry as cofounder and Chief Executive Officer of NTL, Inc. (now Virgin Media) the UK’s dominant broadband company, and his pioneering role in the US cellular industry as Chief Executive Officer of Cellular One, the largest regional system operator in the US at the time. Since 2003, Mr. Knapp has served as Chairman and Chief Executive Officer of Hawkwood Group, LLC and its predecessor entities. Hawkwood performs strategic advisory, investment sourcing, and operating management functions for clients at inflection points in their development. Barclay received an MBA with Distinction from Harvard in 1983, and BA in Mathematics from The Johns Hopkins University in 1979, where he also currently holds an appointment as a Senior Fellow in both the Department of Economics and the Center for Financial Economics.

Kevin Wu

Kevin Wu has served as a Director and Chief Administrative Officer of our Korean subsidiary since November, 2024, and as a Director and Chief Administrative Officer of the Company since May 2025. Mr. Wu has extensive experience with project management, administration, and maintaining industrial relations, serving as the US General Manager of Powermers Smart Industries, Inc. from February 2023 to November 2024. Prior to that, and during and after graduating from Columbia College with a BA and MA from the School of Visual Arts in 2020, Kevin was self-employed as a freelance writer, translator, and curator of art, he has published multiple works on renowned publications and has helped organize multiple international events at prestigious venues such as the Louvre.

Aneel Waraich

Aneel Waraich, age 44, is currently the Chief Executive Officer of a private mining company Olympic Precious Metals Ltd, focused on copper and precious metals development assets, where he also leads investor relations efforts. He is the Founder and Managing Partner of ATMA Capital Markets, where he advises sovereign wealth funds, institutional investors, and family offices on resource-focused investments. Mr. Waraich was previously the Co-Founder, Director, and Executive Vice President of Steppe Gold Ltd. (TSX: STGO), a Mongolia-focused gold producer, where he was responsible for corporate development and investor relations. Earlier in his career, he worked at Goodman and Company Investment Counsel and Dundee Capital Markets, specializing in valuing private companies and later in investment banking for resource and technology transactions. Mr. Waraich has served on the boards of several public companies, including Steppe Gold Ltd. (TSX: STGO), Lithium ION Energy Ltd. (TSXV: ION), and Antler Hill Mining Ltd. (TSX-V: AHM). He holds an MBA from the Goodman Institute of Investment Management at the John Molson School of Business, Concordia University.

Njuguna Ndung’u

Njuguna Ndung’u has served as a Director of our Korean subsidiary since November, 2024.

Mr. Ndung’u has served as Minister of Finance of Kenya since October 2022, and was a Cabinet Secretary for the National Treasury and Economic Planning of Kenya from September 2022 through July 2024. He also served as the Governor of the Central Bank of Kenya from 2007 through 2015 and as Executive Director of the African Economic Research Consortium from 2018 to 2022. He is an associate professor of economics at the University of Nairobi, Kenya, currently on leave of absence. He also served as a member of Global Advisory Council of the World Economic Forum. He holds a PhD in economic from the University of Gothenburg, Sweden. Currently he is a Member of the Brookings Africa Growth Initiative Distinguished Advisory Group, a Member of the Advisory Committee of the Alliance for Financial Inclusion, AFI, that coordinates financial inclusion policies in Africa, Asia and Latin America, and a Senior Advisor for the UNCDF-based Better Than Cash Alliance.

Lan Yang

Yang Lan has served as a Director of our Korean subsidiary since November, 2024.

Ms. Yang is a leading broadcast journalist and media entrepreneur. She has served as the chairperson of Sun Media Group and Sun Culture Foundation since 1999. Sun Media Group, as an innovative brand operator, is one of the leading private media companies in China with businesses ranging from content production, location-based entertainment & sports to women’s education community. Sun Culture Foundation is a non-profit organization aiming to improve education and promote philanthropy.

Ms. Yang is a graduate of Beijing Foreign Studies University with a Bachelors Degree in English Language and Literature. She became a rising star by hosting CCTV’s “Zhengda Variety Show”, which earned her the “Golden Microphone Award” in 1994. She then attended Columbia University’s School of International and Public Affairs, where she earned a Masters Degree in International Affairs. Upon returning to China, she created her signature show “Yang Lan Studio”, now named “Yang Lan One on One”. “Yang Lan One on One” has become China’s longest-running in-depth talk show, with more than 1000 interviews with leaders from around the world.

Ms. Yang served as MC and moderator for many events including the opening and closing ceremony of Beijing Olympic Games and Paralympic Games, and is world-recognized for her work in philanthropy and promoting a civil society alongside such institutions as the Hauser Center for Nonprofit Organizations at Harvard University, Center for Civil Society Studies at Peking University, and the Bill & Melinda Gates Foundation.

Ms. Yang was honored with many awards, including Columbia University School of International and Public Affairs “Global Leadership Award” and has been named one of The World’s 100 Most Powerful Women by Forbes magazine.

Allen Salmasi

Mr. Salmasi has been the Chief Executive Officer of Veea, Inc. (NASDAQ: VEEA) since March 2014. Veea, Inc. is a provider of edge computing solutions, applications, and services, and as Chairman and Chief Executive Officer of NLabs, Inc., a family office investment firm based in New York, since February 2013. Mr. Salmasi has also served as a member of the Board of Directors for mimic Technology, Inc., an agentic artificial intelligence software company,

since July 2016. Mr. Salmasi holds a B.S. (1977) and M.S. (1979) in Electrical Engineering from Purdue University, a B.S. in Management Economics (1977) from Purdue University, and a M.S. in Applied Mathematics (1982) from the University of Southern California.

Paul Scully

Mr. Scully served as Parliamentary Under Secretary of State (Minister for Tech and the Digital Economy) at the United Kingdom’s Department for Science, Innovation and Technology from February 2023 to November 2023 and as Minister for London from February 2020 to November 2023. Prior to serving as the Minister for London, Mr. Scully served as Parliamentary Under Secretary of State at the Department for Digital, Culture, Media and Sport from October 2022 to February 2023, and as Minister of State at the Department for Levelling Up, Housing and Communities from July 2022 to October 2022. From February 2020 to July 2022, Mr. Scully served as Parliamentary Under Secretary of State at the Department for Business, Energy and Industrial Strategy. Mr. Scully has extensive experience in government leadership roles focused on technology, innovation, business, and economic development.

Sunith Varkey

Mr. Sunith Varkey, age 38, is a Partner at One Accounting, where he advises a portfolio of high-growth companies on tax planning, corporate structuring, and financial strategy. He brings more than a decade of experience in both public practice and industry, including leadership roles in finance and accounting across diverse sectors. Mr. Varkey specializes in helping founder-led businesses scale with operational efficiency and investment readiness.

Xuejun Mao

Xuejun Mao has served as the Chief Revenue Officer and Chief Compliance Officer of our Korean subsidiary since January 2025, and as the Chief Revenue Officer and Chief Compliance Officer of the Company since May 2025.

Prior to joining us, Mr. Mao served in various positions at China Merchants Bank from July 1995 to December 2024, most recently as the Chief Executive Officer for European operations from May 2023 to December 2024, and as Deputy Chief Executive Officer for the New York branch from July 2013 to May 2023. Mr. Mao holds a Bachelors degree in International Economics (1995) and a Masters degree in World Economics (2000) from Wuhan University in China, as well as a M.B.A. from Columbia Business School of Columbia University (2007).

Kenneth Lam

Kenneth Lam has served as the Chief Financial Officer of our Korean subsidiary since October 2024, and as the Chief Financial Officer of the Company since May 2025.

Mr. Lam is a chartered accountant in the United Kingdom and a Certified Public Accountant in Hong Kong and is a seasoned finance executive with cross-functional experiences, including board directorship, executive management, enterprise risk management, quality system implementation, environmental health & safety supervision, legal and company secretarial support in leading multinational companies. Mr. Lam worked for Airbus for 17 years, from 1998 to 2015, in Beijing and Tianjin. He was the Vice President of Finance & Quality of Airbus and acted as the Chief Financial Officer of Airbus in China, a board director in JVs and WFOE, and the finance shared services leader of the Group. After Airbus, Mr. Lam served as the China Chief Financial Officer and the interim Chief Executive Officer of AXA Assistance based in Beijing and Suzhou between 2016 and 2018. Mr. Lam was self-employed as a financial consultant from 2019 to December 2021, when he became chief financial officer of Golden Star Acquisition and DT Cloud Star Acquisition Corporation before assuming his current role with the Company in October 2024. Mr. Lam received a Bachelor of Science degree with Honors in Electrical Engineering Science from the University of Warwick in 1987 and a Master of Science degree in Management Science from the Imperial College London in 1988.

Alec Saltikoff

Alec Saltikoff has served as the Chief Strategy Officer of our Korean subsidiary since January 2025, and as the Chief Strategy Officer of the Company since May 2025.

Mr. Saltikoff has had a successful career on and off Wall Street in various executive roles at the intersection of sustainability, energy, technology innovations and fintech. He has served as a Director and Global Head of Sustainability and Energy at JPMorgan Chase & Co. bank since 2016, as a Vice-Chairman of the World Green Building Council

from 2016 to 2022, as a Vice President and Board member of New York Energy Consumers Council from 2011 to 2022, and as a Co-Chairman of Sustainability Committee of the Real Estate Board of New York from 2016 to 2022. Presently, he holds an appointment as Senior Fellow at the Posterity Institute since 2020 and serves as Adviser to and Board Member of several firms and organizations. He is a globally recognized thought leader, patented innovator, and architect behind Net Zero policy changes at JPMorgan Chase & Co. and its adoption in the market. Among his key achievements are creation and execution of global decarbonization strategy for JPMorgan, facilitating bank’s $2.5 trillion funding commitment for the ESG segment, pioneering synthesis of several breakthrough clean-tech and renewables technologies, including creation of the new blockchain based renewables and carbon tracking standard. He has graduated from Manhattan University where he has earned Master of Science Degree in 2004, and graduated from MIT Sloan executive management program in Leadership in 2008. Speaker at Davos, Verge, inventor, and recipient of various prestigious awards. Mr. Saltikoff was the strategist who led one of the largest on-site C&I programs in the US and introduced major changes in Sustainability and ESG practices on Wall Street, real estate industry and Fortune 500 companies.

Tony Miao

Tony Miao has served as the Chief Technology Officer of our Korean subsidiary since April 2024, and as the Chief Technology Officer of the Company since May 2025.

Since December 2023, Mr. Miao has also served as Chief Executive Officer of TurboAI, a provider of GPU-based cloud solutions specializing in cluster network computing. From March 2021 to December 2023, Mr. Miao was Co-Founder and Chief Strategy Officer of Webpilot, Inc., an AI-powered search engine and conversational-chatbot company. From October 2015 to March 2020, he served as a Vice President of Alibaba Group Holding Limited (NYSE: BABA), where he managed the New Technology Platform and Talent System within Alibaba Cloud. During his tenure at Alibaba, Mr. Miao oversaw the talent and organizational-system development of the Institute of Data Science and Technologies (“IDST,” the predecessor of DAMO Academy) and subsequently headed DAMO Academy. Mr. Miao holds a Bachelor’s degree in Computer Science and Technology from Nanjing University of Posts and Telecommunications, People’s Republic of China.

Robert Griffitts

Robert Griffitts has served as the Chief Legal Officer of our Korean subsidiary since November 2024, and as the Chief Legal Officer of the Company since May 2025.

Mr. Griffitts He is a founding partner of Griffitts LLP, a boutique corporate law firm that serves as one of our outside legal counsel firms. Mr. Griffitts has advised companies and investors on mergers and acquisitions, joint ventures, capital markets transactions, and complex cross-border deals, with a focus on industries including artificial intelligence, blockchain, fintech, digital infrastructure, and sustainability. He has regularly counseled CEOs, boards, and family offices on governance, structuring, and the execution of mission-critical transactions. Mr. Griffitts has over 25 years of legal experience, including prior roles at leading international law firms and as general counsel of several venture-backed companies. He holds a J.D. from the Catholic University of America, an M.B.A. in International Finance, and a B.A. in International Marketing from The American University in Washington, D.C.

Foreign Private Issuer Exemption

We are a “foreign private issuer” under the federal securities laws of the United States and the listing requirements and rules of the NYSE. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the NYSE listing standards. Under the SEC rules and the NYSE listing standards, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the SEC and the NYSE permit a foreign private issuer to follow its home country practice in lieu of their respective rules and listing standards, except that we are required: (i) to have an audit committee or audit board that meets certain requirements, pursuant to an exemption available to foreign private issuers (subject to the phase-in rules described under “— Committees of the Board of Directors — Audit Committee”); (ii) to provide prompt certification by our chief executive officer of any material noncompliance with any corporate governance rules; and (iii) to provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies.

We intend to follow certain corporate governance standards permitted under the CBCA in lieu of the corporate governance requirements of the NYSE in respect of the following:

•        Section 303A.01 of the NYSE Rules requires that at least a majority of the Company’s board of directors shall be independent directors, and Section 303A.03 of the NYSE Rules requires that independent directors regularly meet in executive session, where only non-management or independent directors are present. There is no such requirement under the CBCA. We will have four independent directors at the time of listing, who will meet regularly with other members of the board. We intend to appoint more independent directors after the Direct Listing over time, and they may choose to meet in executive session at their discretion.

•        Section 303A.06 and Section 303A.07(a) of the NYSE Rules require that the Company shall have an audit committee composed entirely of not less than three directors, each of whom must be independent. Under the CBCA, a company may have an audit committee composed of not fewer than three directors, two of whom must be independent. Prior to the consummation of our Direct Listing, we intend to have a committee comprised of three directors, all of whom shall meet the requirements of Rule 10A-3 under the Exchange Act. See “— Audit committee” below for further detail.

•        Section 303A.05(a), Section 303A.02(a)(ii) and Section 303A.05(c) require, among other things, that the Company’s compensation committee must be made up of directors who meet the NYSE standard for independence for directors and have no relationships that would materially affect their ability to make the decisions required of the compensation committee independent of management. There is no such requirement under the OBCA. Our board of directors will together participate in the strategic discussions and determination of directors and executive compensation and other compensation-related matters. The Company expects to establish a compensation committee of the board within the first 12 months following this Direct Listing.

•        Section 303A.04(a) of the NYSE Rules requires that the nomination and corporate governance committee be comprised solely of independent directors. There is no such requirement under the CBCA. At the time of this Direct Listing, we will not have a standalone nomination and corporate governance committee. Our board of directors will together participate in the nomination process and oversee the corporate governance practices of the Company. The Company expects to establish a nomination and corporate governance committee of the board within the first 12 months following the Direct Listing.

Controlled Company Status

Ms. Lan Yang, the ultimate beneficial owner of a majority of our shares, controls approximately 92% of our voting power and we anticipate will continue to control more than 50% of our voting power following the consummation of this Direct Listing. As a result, we will be a “controlled company” under the corporate governance rules of the NYSE applicable to listed companies, and therefore are permitted to elect not to comply with certain corporate governance requirements thereunder. Under the NYSE corporate governance rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain requirements of the NYSE corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to the board of directors, by a nominating committee that consists entirely of independent directors and that we adopt a written charter addressing the nominations process. We may take advantage of certain of these exemptions, and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. In the event that we cease to be a “controlled company,” we will be required to comply with these provisions within the transition periods specified in the NYSE corporate governance rules.

Board of Directors

The board of directors’ mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. Our corporate governance practices are the responsibility of the board, the members of which are elected by and are accountable to the shareholders, and takes into

account the role of the individual members of management who are appointed by the board and who are charged with the day-to-day management of the Company. The board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

The board is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for all material contracts, business transactions and all debt and equity financing proposals. The board also takes responsibility for identifying the principal risks of our business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. In keeping with its overall responsibility for the stewardship of the Company, the board is also responsible for the integrity of the Company’s internal control and management information systems and for the Company’s policies respecting corporate disclosure and communications.

The board delegates to management, through the Chief Executive Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans. The board monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and any committees.

Under the CBCA, at least one quarter of our directors must be resident Canadians as defined in the CBCA. Under our articles and bylaws, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of directors elected at the previous annual meeting of shareholders. The board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the board’s duties effectively and to maintain a diversity of views and experience. Immediately following this offering, our board of directors will consist of six members. Each director will hold office for a term ending not later than the close of the next annual meeting of shareholders following their election, but, if qualified, each director will be eligible for re-election at such meeting. Under the CBCA an ordinary resolution, which is passed at a meeting of shareholders by at least a majority of the votes cast, is required to elect or remove a director.

As a controlled company we are exempt from the NYSE requirement to have at least a majority of independent directors, but we intend to phase-in at least one additional independent director over the first 12 months following listing. However, at the time of listing, we will have at least two independent directors, in order to satisfy the applicable listing requirements.

The board as a whole has the responsibility of determining the compensation for directors and officers. To determine compensation payable, the board considers an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors, while taking into account the financial and other resources of the Company. The remuneration amount of each employee of the Company is determined based on the Company’s compensation rules and regulations and we pay such remuneration amount after obtaining approval from our Chief Executive Officer.

The board does not currently have an independent chairperson and, at this stage of our development, the board does not feel it is necessary to have one to ensure that the board can function independently of management, as sufficient guidance is found in the applicable corporate and securities legislation and regulatory policies. The non-management directors exercise their responsibilities for independent oversight of management and are provided with leadership through their position on the board and ability to meet independently of management whenever deemed necessary. In addition, each member of the board understands that he or she is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances.

Family Relationships

Mr. Kevin Wu is the son of Ms. Lan Yang. As of the date of this prospectus, there are no other family relationships among our Directors and executive officers.

PRINCIPAL AND REGISTERED STOCKHOLDERS

The following table sets forth:

•        certain information with respect to the beneficial ownership of our common shares as of the date of this prospectus for:

•        each of our directors and executive officers;

•        all of our directors and executive officers as a group;

•        each person known by us to be the beneficial owner of more than five percent of our common shares; and

•        the number our common shares held by the Registered Shareholders and registered for resale by means of this prospectus for the Registered Shareholders.

The calculations in the table below are based on [_] common shares issued and outstanding as of [  ], including [_] common shares represented by [_] ADSs to be registered pursuant to this Direct Listing.

The Registered Shareholders include (i) our affiliates and certain other shareholders with “restricted securities” (as defined in Rule 144 under the Securities Act) who, because of their status as affiliates pursuant to Rule 144 or because they acquired their common shares common shares from an affiliate or from us within the prior 12 months, would be unable to sell their securities pursuant to Rule 144 until we have been subject to the reporting requirements of Section 13 or Section 15(d) the Exchange Act for a period of at least 90 days, and (ii) our non-executive officer service providers who acquired shares under Rule 701 and hold “restricted securities” (as defined in Rule 144 under the Securities Act). The Registered Shareholders may, or may not, elect to sell their ADSs covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the NYSE at prevailing market prices. As such, we will have no input if and when any Registered Shareholder may, or may not, elect to sell their ADSs or the prices at which any such sales may occur.

In addition, the Registered Shareholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, common shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. The Registered Shareholders have not, nor have they within the past three years had, any position, office, or other material relationship with us, other than as disclosed in this prospectus. See the sections titled “Management” and “Certain Relationships and Related Party Transactions” for further information regarding the Registered Shareholders.

We currently intend to use our reasonable efforts to keep the registration statement of which this prospectus forms a part effective for a period of 90 days after the effectiveness of the registration statement.

We are not party to any arrangement with any Registered Shareholder or any broker-dealer with respect to sales of the ADSs by the Registered Shareholders. However, we have engaged financial advisors with respect to certain other matters relating to the listing of the ADSs on the NYSE. See the section titled “Plan of Distribution.”

Beneficial ownership is determined in accordance with the rules and regulations of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all common shares that they beneficially owned as of [  ]. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of [  ], including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o DeepGreenX Group Inc., 22 Vanderbilt Avenue, Suite 7A, New York, NY 10017.

____________

(1)      Sun Seven Stars Trust owns 12.51% of our Common Shares, and 100% of the equity interests in Sun Seven Stars Gift Holdings LTD. (BVI), which owns 63.9% of our Common Shares. Ms. Yang is the sole trustee of Sun Seven Stars Trust and the sole director of Sun Seven Stars Gift Holdings LTD., and as such, has control over the voting and disposition of our shares of Common Shares held by Sun Seven Stars Trust and Sun Seven Stars Gift Holdings LTD. Ms. Yang also owns 51% of the equity interests in Redrock Family Office Limited, which holds 3.6% of our Common Shares. Ms. Yang holds sole voting and pecuniary power over such shares. The address for each of Ms. Yang and Sun Seven Stars Gift Holdings LTD. is Mansion 2, Guantang Art Park, Shigezhuang Bridge East, Chaoyang District, Beijing 100024.

As of the date of this prospectus, the following are holders of our common shares of record in the U.S.

As of the date of this prospectus, none of our shareholders have different voting rights. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

RELATED PARTY TRANSACTIONS

Transactions with Affiliates

We entered into a consulting arrangement with Giga Carbon Neutrality, Inc., an entity owned by the ultimate beneficial owner of a majority of our common shares, Ms. Lan Yang, which contemplates outstanding service fee receivables of $195,000, $195,000 and $240,000 as of December 31, 2024, 2023 and 2022, respectively. The outstanding receivables are non-interest bearing and repayable on demand. There is no formal agreement between us and Giga Carbon Neutrality, Inc.

We intend to settle the outstanding balances prior to the completion of this listing.

Under a series of loan agreements signed between us and Enlighta Medical Technology Group, a subsidiary of Sun Seven Stars Investment Group (“SSSIG”) which is controlled by Ms. Lan Yang, we received loans to support our business operations of $ 2,770,645, $435,000 and $350,000 as of December 31, 2024, 2023 and 2022, respectively. This loan is non-interest bearing, non-secured, no stated maturity date and is payable on demand, with a term allowing the board of directors to apply discretion to delay repayment.

Under a series of loan agreements signed between us and SSSIG, we received loans to support our business operations of $3,138,285, nil and nil as of December 31, 2024, 2023 and 2022. This loan is non-interest bearing, non-secured, no stated maturity date and is payable on demand, with a term allowing the board of directors to apply discretion to delay repayment.

In August 2024, our wholly owned subsidiary Beijing Seven Stars Giga Technology Service Ltd. disposed of its 100% equity interest in Fujian GCN IoT Ltd. to Beijing Powermers Smart Industries Technology Co., a wholly owned subsidiary of our then-controlling shareholder, Powermers Smart Industries Inc.(“PSI”). The disposition was pursuant to an internal reorganization plan of PSI, where certain of PSI’s operating entities were consolidated into PSI. The disposition resulted in a change in the reporting entity and required retrospective combination of the entity for all periods presented, as if the disposition had been in effect since the inception of common control.

Indemnification Agreements

See “Management — Indemnification Agreements.”

DESCRIPTION OF SHARE CAPITAL

The following description summarizes material terms of our share capital as they will be in effect upon the consummation of this Direct Listing. Such summary does not purport to be complete and is subject to and is qualified in its entirety by reference to the form of our articles of incorporation, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our share capital.

General

The following is a summary of the rights of our common shares as set forth in our articles and bylaws and certain related sections of the CBCA. This summary does not purport to be complete and is qualified in its entirety by the full text of our articles of incorporation and bylaws.

Our authorized share capital consists of an unlimited number of common shares, each without par value. Upon consummation of this Direct Listing, we will have 400,000,000 common shares issued and outstanding.

Common shares

The common shares are not subject to any future call or assessment, do not have any pre-emptive, conversion, redemption rights or purchase for cancellation rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares, all of which rank equally as to all benefits which might accrue to the holders of the common shares. All shareholders of the Company are entitled to receive a notice of, attend and vote at any meeting to be convened by the Company. At any meeting, every shareholder has one vote for each common share of which such holder is the registered owner. Voting rights may be exercised in person or by proxy.

Shareholders are entitled to share pro rata in any dividends if, as and when declared by the Company’s board of directors, in its discretion. Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of common shares, without preference or distinction, will be entitled to receive ratably all of our assets remaining after payment of all debts and other liabilities, subject to any preferential rights of the holders of any other outstanding securities.

Limitations on Liability and Indemnification of Directors and Officers

Under the CBCA, we may indemnify our current or former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with us or another entity. The CBCA also provides that we may also advance moneys to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding.

However, indemnification is prohibited under the CBCA unless the individual:

•        acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and

•        in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Our bylaws require us to indemnify each of our current or former directors or officers and each individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with us or another entity.

Our bylaws authorize us to purchase and maintain insurance for the benefit of each of our current or former directors or officers and each person who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity.

We intend to enter into indemnity agreements with our directors and certain officers which provide, among other things, that we will indemnify, including but not limited to the indemnity under the CBCA, him or her for losses reasonably incurred by reason of being or having been a director or officer; provided that, we shall not indemnify such individual if, among other things, he or she did not act honestly and in good faith with a view to our best interests and did not have reasonable grounds for believing that his or her conduct was lawful, and in so acting was in breach of the obligations under the indemnity agreement.

Action Necessary to Change the Rights of Holders of Our Shares

Our shareholders can authorize the alteration of our articles to create or vary the special rights or restrictions attached to any of our shares by passing a special resolution. However, a right or special right attached to any class or series of shares may not be prejudiced or interfered with unless the shareholders holding shares of that class or series to which the right or special right is attached consent by a separate special resolution. A special resolution means a resolution passed by: (a) a majority of not less than two-thirds of the votes cast by the applicable class or series of shareholders who vote in person or by proxy at a meeting, or (b) a resolution consented to in writing by all of the shareholders entitled to vote holding the applicable class or series of shares.

Shareholder Meetings

We must hold an annual general meeting of our shareholders at least once every year at a time and place determined by our board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting. A meeting of our shareholders may be held anywhere within Canada, as determined by the board of directors. A meeting of shareholders may be held at a place outside Canada if the place is specified in amended articles of the Company or all the shareholders entitled to vote at the meeting agree that the shareholder meeting is to be held at that place. A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting of shareholders for the express purpose of objecting to the transaction of any business on the grounds that the meeting of shareholders is not lawfully held.

Our directors may, at any time, call a special meeting of our shareholders. Shareholders holding not less than 5% of our issued voting shares may also cause our directors to call a shareholders’ meeting.

A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business, must be sent to shareholders, to each director and the auditor not less than 21 days prior to the meeting, although, as a result of applicable securities laws, the time for notice is effectively longer. Under the CBCA, shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws are met. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.

Our amended bylaws will provide that a quorum for meetings is two persons present and holding, or represented by proxy, 25% of the issued shares entitled to be voted at the meeting. If a quorum is not present at the opening of the meeting, the shareholders may adjourn the meeting to a fixed time and place but may not transact any further business.

Holders of our common shares are entitled to attend meetings of our shareholders. Our directors, our secretary (if any), our auditor and any other persons invited by our chairman or directors or with the consent of those at the meeting are entitled to attend at any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholder entitled to vote at the meeting.

Change of Control

Our articles do not contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.

Advance Notice Requirements for Director Nominations

We will include certain advance notice provisions in our amended bylaws, providing that shareholders seeking to nominate candidates for election as directors must provide timely written notice to our corporate secretary at our principal executive offices. To be timely, a shareholder’s notice must be received (1) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be received not later than the close of business on the tenth day following the date of such public announcement; and (2) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors, not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting was made. Our advance notice bylaw will also prescribe the proper written form for a shareholder’s notice. Our board of directors may, in its sole discretion, waive any requirement under these provisions.

Material Differences Between the CBCA and Delaware General Corporation Law (“DGCL”)

The following discussion summarizes material differences between the rights of holders of our common shares and the rights of holders of common shares of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in governing documents and the laws of Canada and Delaware. This summary is qualified in its entirety by reference to the DGCL, the CBCA and our governing documents.

TAXATION

The following summary of Canadian, PRC and U.S. federal income tax considerations of an investment in the ADSs is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax considerations relating to an investment in the ADSs, such as the tax considerations under U.S. state and local tax laws or under the tax laws of jurisdictions other than Canada, the PRC and the U.S.

People’s Republic of China Taxation

Under the PRC EIT Law, which became effective on January 1, 2008 and was last amended on December 29, 2018, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation regulations to the PRC EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise.

In addition, the STA Circular 82 issued by the STA in April 2009 and was amended in December 2017, specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: (a) senior management personnel and departments that are responsible for daily production, operation and management; (b) financial and personnel decision making bodies; (c) key properties, accounting books, company seal, minutes of board meetings and shareholders’ meetings; and (d) half or more of the senior management or directors having voting rights. Further to STA Circular 82, the STA issued the Administrative Measures on Income Tax on Overseas Registered Chinese-funded Holding Resident Enterprises (Trial Implementation), or the STA Bulletin 45, which took effect in September 2011 and was last amended in June 2018, to provide more guidance on the implementation of STA Circular 82. STA Bulletin 45 provides for procedures and administration details of determination on resident status and administration on post-determination matters. Our company is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. As such, we do not believe that our company meets all of the conditions above and as a result we do not believe our company is a PRC resident enterprise for PRC tax purposes. For similar reasons, we believe our other entities outside of China are also not PRC resident enterprises. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As a majority of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. For example, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders (including holders of ADSs), if such shareholders do not have an establishment or place of business in the PRC, or if they have such establishment or place of business in the PRC but the relevant income is not effectively connected with such establishment or place of business, to the extent such dividends have their sources within the PRC. In addition, non-resident enterprise shareholders (including holders of ADSs) may be generally subject to PRC tax on gains realized on the sale or other disposition of ADSs or Class A ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including holders of ADSs) and any gain realized on the transfer of ADSs or Class A ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us, if such gains are deemed to be from PRC source). These rates may be generally reduced by an applicable tax treaty, but it is unclear whether in practice non-PRC shareholders of our company would be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.

Certain Canadian Federal Income Tax Considerations

The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Tax Act”) generally applicable to a holder who, for purposes of the Tax Act: (i) is the beneficial owner of ADSs; (ii) acquires and holds the ADSs as capital property; (iii) deals at arm’s length with and is not affiliated with the Company; (iv) has not entered into a “derivative forward agreement (as defined in the Tax Act) with respect to the ADSs; (v) is neither resident nor deemed to be resident in Canada; and

(vi) does not, and is not deemed to, use or hold ADSs in carrying on a business in Canada (a “Holder”). An ADS will generally be capital property to a Holder provided that the Holder does not hold or use such ADS in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired or been deemed to have acquired the ADS in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon: (i) the provisions of the Tax Act in force as of the date hereof; (ii) all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”); and (iii) an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed, however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in the law or administrative policy or assessing practice, whether by legislative, regulatory, administrative governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder or prospective Holder, and no representations with respect to the tax consequences to any Holder or prospective Holder are made herein. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders and prospective Holders are urged to consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of ADSs, having regard to their particular circumstances.

This summary assumes: (i) each ADS is a certificate of the depositary certifying that it holds for the account of the named person Common Shares; (ii) a Holder will be treated as the beneficial owner of the Common Shares underlying an ADS; (iii) a Holder will be treated as though any transaction involving an ADS will be treated as a transaction involving the underlying Common Shares; and (iv) the arrangement between the depositary and the holder of the ADS does not constitute a trust. No advance income tax ruling has been or will be sought from the CRA in respect of the acquisition, holding or disposition of the ADSs or the tax consequences described herein. If the assumptions described in this paragraph are not accurate, then the Canadian federal income tax consequences may differ materially from those described in this summary.

Dividends on Common Shares

Dividends paid or credited, or deemed to be paid or credited, on a common shares underlying an ADS and received by a Holder (or the depositary on behalf of a Holder) will generally be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Holder’s country of residence. For example, where the Holder is a resident of the United States that is entitled to full benefits under the income tax convention between Canada and the United States, and is the beneficial owner of the dividends, the rate of Canadian withholding tax applicable to dividends is generally reduced to 15% (or 5% in the case of such a Holder that is a corporation that beneficially owning at least 10% of the Company’s voting shares). Holders should consult their own tax advisors in this regard.

Dispositions of ADSs

A disposition or deemed disposition by a Holder of an ADS (except to the Company unless the disposition or deemed disposition of an ADS to the Company constitutes a purchase by the Company of the common shares underlying the ADS in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally result in such holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the ADS exceed (or are less than) the adjusted cost base of the ADS to such holder thereof and any reasonable costs of disposition.

Although not free from doubt, an acquisition of common shares from the depository on the surrender of ADSs pursuant to the terms of the ADS likely will not be a disposition for purposes of the Tax Act.

A Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Holder on a disposition or deemed disposition of an ADS unless the ADS constitutes “taxable Canadian property” (as defined in the Tax Act) of the Holder at the time of disposition and the Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Holder is resident.

ADSs generally will not constitute taxable Canadian property of a Holder, unless at any time during the 60 month period that ends at the time of the disposition of the ADSs, more than 50% of the fair market value of the ADSs was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) “Canadian resource properties” (as defined in the Tax Act); (c) “timber resource properties” (as defined in the Tax Act); and (d) options in respect of, or interests in or for civil law rights in, property described in (a) to (c), whether or not such property exists. Notwithstanding the foregoing, ADSs may otherwise be deemed to be taxable Canadian property to a Holder for purposes of the Tax Act.

A Holder contemplating a disposition of ADSs that may constitute taxable Canadian property should consult their own tax advisor prior to such disposition.

In the event that an ADS constitutes taxable Canadian property of a Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax convention, generally, one-half of any such capital gain realized by a Holder in a taxation year must be included in computing the Holder’s Canadian income for the year, which Canadian income would be subject to Canadian income tax.

Material U.S. Federal Income Tax Considerations

The following are material U.S. federal income tax consequences to you of the ownership and disposition of the ADSs or common shares, but this discussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to your decision to own the ADSs or common shares.

This discussion applies to you only if you are a U.S. Holder, you acquire the ADSs in this offering and you hold the ADSs or underlying common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of your particular circumstances, including the alternative minimum tax, the Medicare contribution tax on net investment income and tax consequences applicable to you if you are subject to special rules, such as if you are:

•        a financial institution;

•        an insurance company;

•        a regulated investment company;

•        a dealer or electing trader in securities that uses a mark-to-market method of tax accounting;

•        a person that holds ADSs or Common Shares as part of a straddle, integrated or similar transaction;

•        a person whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•        an entity classified as a partnership for U.S. federal income tax purposes or a partner or member thereof;

•        a tax-exempt entity, “individual retirement account” or “Roth IRA”;

•        a person that owns or is deemed to own ADSs or Common Shares representing 10% or more of our stock by vote or value; or

•        a person that holds ADSs or Common Shares in connection with a trade or business outside the United States.

If you are a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that owns ADSs or Common Shares, the U.S. federal income tax treatment of your partners will generally depend on their status and your activities. If you are a partnership that intends to acquire the ADSs or Common Shares you should consult your tax adviser as to the particular U.S. federal income tax consequences to you and your partners of owning and disposing of the ADSs or Common Shares.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and agreements between the government of the United States of America and the other governments with respect to taxes on income

(each a “Treaty”), all as of the date hereof, any of which is subject to change, possibly with retroactive effect. This discussion assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms.

For purposes of this discussion you are a “U.S. Holder” if you are, for U.S. federal income tax purposes, a beneficial owner of the ADSs or Common Shares and:

•        a citizen or individual resident of the United States;

•        a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•        an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

In general, if you own the ADSs you will be treated as the owner of the underlying Common Shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if you exchange your ADSs for the underlying Common Shares represented by those ADSs.

This discussion does not address the effects of any state, local or non-U.S. tax laws, or any U.S. federal taxes other than income taxes (such as U.S. federal estate or gift tax consequences). You should consult your tax adviser concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of the ADSs or Common Shares in your particular circumstances.

Taxation of Distributions

The following discussion is subject to the discussion under “— Passive Foreign Investment Company Rules” below.

We currently do not intend to make distributions to our shareholders or holders of ADSs. Any distributions paid on the ADSs or Common Shares, other than certain pro rata distributions of ADSs or Common Shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax, it is expected that distributions generally will be reported to you as dividends. Because the ADSs are expected to be listed on the NYSE, if you are a non-corporate U.S. Holder of ADSs, subject to applicable limitations, dividends paid to you with respect to your ADSs may be taxable at a favorable rate provided that we are not (and are not treated with respect to you as) a passive foreign investment company (a “PFIC”) for our taxable year of the distribution or the preceding taxable year. If you are a non-corporate U.S. Holder you should consult your tax adviser regarding the availability of this favorable tax rate and any applicable limitations in your particular circumstances.

Dividends generally will be included in your income on the date of receipt by you (in the case of Common Shares) or by the depositary (in the case of ADSs). The amount of income with respect to a dividend paid in foreign currency will be the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars on that date. If the dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the amount received. You may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Dividends will be treated as foreign-source income for foreign tax credit purposes. As described in “Taxation-Certain Canadian Federal Income Tax Considerations — Dividends on Common Shares,” dividends paid by us to a Holder that is not resident in Canada will be subject to Canadian withholding tax. For U.S. federal income tax purposes, the amount of the dividend income will include any amounts withheld in respect of withholding tax. Subject to applicable limitations, which vary depending upon your circumstances, and the discussion below regarding certain Treasury regulations, taxes withheld from dividend payments (at a rate not exceeding any rate applicable under the Treaty, if you are eligible for Treaty benefits) generally will be creditable against your U.S. federal income tax liability. The rules governing foreign tax credits are complex. You should consult your tax adviser regarding the creditability of non-U.S. taxes in your particular circumstances. In lieu of claiming a credit, you may be able to elect to deduct creditable Canadian taxes in computing your taxable income, subject to applicable limitations. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all creditable non-U.S. taxes paid or accrued in the relevant taxable year.

Sale or Other Taxable Disposition of ADSs or Common Shares

The following discussion is subject to the discussion under “— Passive Foreign Investment Company Rules” below.

You will generally recognize capital gain or loss on a sale or other taxable disposition of ADSs or Common Shares in an amount equal to the difference between the amount realized on the sale or disposition and your tax basis in the ADSs or Common Shares disposed of, in each case as determined in U.S. dollars. The gain or loss will be long-term capital gain or loss if, at the time of the sale or disposition, you have owned the ADSs or Common Shares for more than one year. If you are a non-corporate U.S. Holder, any long-term capital gains recognized by you will generally be subject to tax rates that are lower than those applicable to ordinary income. The deductibility of capital losses is subject to limitations.

Subject to the discussion under “Passive Foreign Investment Company Rules,” a U.S. Holder who disposes of ADSs or Common Shares will generally not be subject to Canadian tax on any gain realized on the disposition unless the ADSs or Common Shares constitute “taxable Canadian property” for purposes of the Income Tax Act (Canada) and such gain is not exempt under the Canada-U.S. Tax Treaty. ADSs or Common Shares will generally not constitute taxable Canadian property unless, at any time during the 60-month period preceding the disposition, more than 50% of the fair market value of the ADSs or Common Shares was derived directly or indirectly from certain types of Canadian real or resource property.

Passive Foreign Investment Company Rules

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average value of its assets (generally determined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it directly held its proportionate share of the assets of the other corporation and directly earned its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties (except for certain rents and royalties treated as derived in the active conduct of a trade or business for purposes of the PFIC rules). Cash and cash-equivalents are passive assets for these purposes. Goodwill is an active asset under the PFIC rules to the extent attributable to activities that produce active income.

Based on (i) the current and expected composition of our income and assets, (ii) our characterization of certain categories of our income and assets as active income and assets for purposes of the PFIC rules and (iii) our estimates of the values of our assets, including the estimated value of our goodwill and certain other intangibles, which is based in large part on the expected price of the ADSs in this Direct Listing, we do not expect to be a PFIC for our current taxable year. However, our PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition and characterization, for PFIC purposes, of our income and assets and the estimated value of our assets from time to time. In addition, the IRS may not agree with our characterizations of certain categories of our income and assets as active income and assets for PFIC purposes. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year. We have not sought or obtained, and do not intend to seek or obtain, an opinion of U.S. tax counsel on the characterization of our income and assets for PFIC rules, and, because PFIC status is an annual determination that can be made only after the end of each year, our U.S. tax counsel is unable to opine on our PFIC status for the current or any future taxable year.

If we are a PFIC for any taxable year and any entity in which we own or are deemed to own equity interests is also a PFIC (a “Lower-tier PFIC”), you will be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and will be subject to U.S. federal income tax according to the rules described in the next paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the Lower-tier PFIC, in each case as if you held such shares directly, even though you will not receive any proceeds of those distributions or dispositions.

In general, if we are a PFIC for any taxable year during which you own the ADSs or Common Shares, gain recognized by you on a sale or other disposition (including certain pledges) of your ADSs or Common Shares will be allocated ratably over your holding period. The amounts allocated to the taxable year of the sale or disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year,

and an interest charge will be imposed on the resulting tax liability for each such year. Furthermore, to the extent that distributions received by you in any taxable year on your ADSs or Common Shares exceed 125% of the average of the annual distributions on the ADSs or Common Shares received during the preceding three taxable years or your holding period, whichever is shorter, the excess distributions will be subject to taxation in the same manner. If we are a PFIC for any taxable year during which you own ADSs or Common Shares, we will generally continue to be treated as a PFIC with respect to you for all succeeding years during which you own the ADSs or Common Shares, even if we cease to meet the threshold requirements for PFIC status, unless you make a timely “deemed sale” election, in which case any gain on the deemed sale will be taxed under the PFIC rules described above.

Alternatively, if we are a PFIC and if the ADSs are “regularly traded” on a “qualified exchange” (as defined in applicable Treasury regulations), you may be able to make a mark-to-market election with respect to the ADSs that will result in tax treatment different from the general tax treatment for PFICs described in the preceding paragraph. The ADSs will be treated as regularly traded for any calendar year in which more than a de minimis quantity of the ADSs are traded on a qualified exchange on at least 15 days during each calendar quarter. NYSE, where the ADSs are expected to be listed, is a qualified exchange for this purpose. If you are a U.S. Holder of ADSs and make the mark-to-market election, you generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market value at the end of the taxable year to the extent of the net amount of income previously included as a result of the mark-to-market election. If you make the election, your tax basis in the ADSs will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ADSs in a taxable year in which we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election, with any excess treated as capital loss). If you make the mark-to-market election, distributions paid on ADSs will be treated as discussed under “— Taxation of Distributions” above (but subject to the discussion in the following paragraph). Once made, the election will remain in effect for all taxable years in which we are a PFIC, unless it is revoked with the IRS’s consent, or the ADSs cease to be regularly traded on a qualified exchange. You should consult your tax adviser regarding the availability and advisability of making a mark-to-market election in your particular circumstances if we are a PFIC for any taxable year.

If we are a PFIC (or treated as a PFIC with respect to you) for any taxable year in which we pay a dividend or the preceding taxable year, the favorable tax rate described above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.

We do not intend to provide information necessary to make “qualified electing fund” elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above. Therefore, you will not be able to make this election with respect to us.

If we are a PFIC for any taxable year during which you own ADSs or Common Shares, you will generally be required to file annual reports on IRS Form 8621. You should consult your tax adviser regarding our PFIC status for any taxable year and the potential application of the PFIC rules to your ownership of ADSs or Common Shares.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (i) you are a corporation or other “exempt recipient” (and establish your status if required to do so) and (ii) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding or otherwise establish an exemption. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the IRS.

If you are an individual or one of certain specified entities, you may be required to report information relating to your ownership of ADSs or Common Shares, or non-U.S. accounts through which your ADSs or Common Shares are held. You should consult your tax adviser regarding your reporting obligations with respect to the ADSs and Common Shares.

PLAN OF DISTRIBUTION

The Registered Shareholders, and their pledgees, donees, transferees, assignees, or other successors-in-interest may sell their ADSs covered hereby pursuant to brokerage transactions on the NYSE, or other public exchanges or registered alternative trading venues, at prevailing market prices at any time after the ADSs are listed for trading. We are not party to any arrangement with any Registered Shareholder or any broker-dealer with respect to sales of ADSs by the Registered Shareholders, except we have engaged financial advisors and additional financial advisors with respect to certain other matters relating to the registration of our common shares and listing of the ADSs, as further described below. As such, we do not anticipate receiving notice as to if and when any Registered Shareholder may, or may not, elect to sell their ADSs or the prices at which any such sales may occur, and there can be no assurance that any Registered Shareholders will sell any or all of the ADSs covered by this prospectus.

We will not receive any proceeds from the sale of ADSs by the Registered Shareholders. We will recognize costs related to this direct listing and our transition to a publicly traded company, consisting of professional fees and other expenses. We will expense these amounts in the period incurred and not deduct these costs from net proceeds to the issuer as they would be in an initial public offering. We will not receive any proceeds from the sale of ADRs by the Registered Shareholders. We will recognize costs related to this direct listing and our transition to a publicly traded company, consisting of professional fees and other expenses. We will expense these amounts in the period incurred and not deduct these costs from net proceeds to the issuer as they would be in an initial public offering.

We have engaged Kingswood Capital Partners. LLC as our financial advisor to advise and assist us with respect to certain matters relating to the registration of the ADRs and our listing, including defining our objectives with respect to the filing of the registration statement of which this prospectus forms a part and the listing of the ADRs on the NYSE, the preparation of the registration statement of which this prospectus forms a part, and the preparation of investor communications and presentations in connection with investor education. We have engaged Kingswood to be available to consult with the DMM who will be setting the opening public price of the ADRs on the NYSE. However, Kingswood has not been engaged to participate in investor meetings or to otherwise facilitate or coordinate price discovery activities or sales of the ADRs in consultation with us, except as will be described herein with respect to consultation with the DMM on the opening public price in accordance with NYSE rules.

The DMM, acting pursuant to its obligations under the rules of the NYSE, is responsible for facilitating an orderly market for ADRs. Based on information provided to the NYSE, the opening public price of the ADRs on the NYSE will be determined by buy and sell orders collected by the DMM from various broker-dealers and will be set based on the DMM’s determination of where buy orders can be matched with sell orders at a single price. On the NYSE, buy orders priced equal to or higher than the opening public price and sell orders priced lower than or equal to the opening public price will participate in that opening trade. In accordance with Rule 7.35A(g) of the NYSE Listed Company Manual, because there has not been a recent sustained history of trading in the ADRs in a private placement market prior to listing, the DMM will consult with Kingswood in order for the DMM to effect a fair and orderly opening of the ADRs on the NYSE, without coordination with us, consistent with the applicable securities laws in connection with our direct listing. In addition, the DMM may also consult with our other financial advisors, also without coordination with us, in connection with our direct listing. Pursuant to Rule 7.35A(g) of the NYSE Listed Company Manual, and based upon information known to it at that time, Kingswood and our other financial advisors are expected to provide input to the DMM regarding their understanding of the ownership of our outstanding Common Shares and pre-listing selling and buying interest in our common shares that they become aware of from potential investors and holders of our common shares, including after consultation with certain investors (which may include certain of the Registered Shareholders). Such investor consultation by the financial advisors would not involve any coordination with or outreach on behalf of the Company. The financial advisors will not engage in a traditional book building process as would typically be undertaken by underwriters in a registered initial public offering. Instead, the input that the financial advisors provide to the DMM will be based on information that the financial advisors become aware of from potential investors and holders of our common shares (which may include certain of the Registered Shareholders) in connection with investor education regarding the process and mechanics of the direct listing, the receipt of buy and sell orders and other customary brokerage activities undertaken without coordination with us. Additionally, the DMM, in consultation with Kingswood and our other financial advisors will establish the opening public price. We will endeavor, and it is our understanding that the financial advisors and any affiliated persons each will endeavor, to conduct our and their activities specifically in compliance with Regulation M (to the extent that Regulation M applies to such activities). The Registered Shareholders will not be involved in the DMM’s process to establish the opening public price, including any decision regarding the timing of the opening trade.

Similar to how a security being offered in an underwritten initial public offering would open on the first day of trading, before the opening public price of the ADRs is determined, the DMM may publish one or more pre-opening indications on the first day of trading, which provides the market with a price range of where the DMM anticipates the opening public price will be, based on the buy and sell orders entered on the NYSE. The pre-opening indications will be available on the consolidated tape and NYSE market data feeds on the first day of trading. As part of this opening process, the DMM will continue to update the pre-opening indication until the buy and sell orders reach equilibrium and can be priced by offsetting one another to determine the opening public price of the ADRs.

In connection with the process described above, a DMM in a direct listing may have less information available to it to determine the opening public price of the ADRs than a DMM would in an underwritten initial public offering. For example, because our financial advisors are not acting as underwriters, they will not have engaged in a traditional book building process, and as a result, they will not be able to provide input to the DMM that is based on or informed by that process. Moreover, prior to the opening trade, there will not be a price at which underwriters initially sold ADRs to the public as there would be in an underwritten initial public offering. This lack of an initial public offering price could impact the range of buy and sell orders collected by the NYSE from various broker-dealers. Consequently, the public price of the ADRs may be more volatile than in an underwritten initial public offering and could, upon listing on the NYSE, decline significantly and rapidly. See the section titled “Risk Factors — Risks Related to Ownership of the ADRs.” on page 41.

In addition to sales made pursuant to this prospectus, the ADRs covered by this prospectus may be sold by the Registered Shareholders in individually negotiated, private transactions exempt from the registration requirements of the Securities Act, and the Registered Shareholders may distribute the ADRs covered by this prospectus to affiliates, managers, members, partners, equity holders, and/or other interest holders of such Registered Shareholders.

Under the securities laws of some states, ADRs may be sold in such states only through registered or licensed brokers or dealers.

Each Registered Shareholder may from time to time transfer, pledge, assign, or grant a security interest in some or all of the ADRs owned by it and, if it defaults in the performance of its secured obligations, the transferees, pledgees, assignees, or secured parties may offer and sell the ADRs from time to time under this prospectus, under an amendment to this prospectus under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act amending the list of the Registered Shareholders to include the transferee, pledgee, assignee or other successors in interest as Registered Shareholders under this prospectus. The Registered Shareholders also may transfer the ADRs in other circumstances, in which case the transferees, pledgees, or other successors in interest will be the registered beneficial owners for purposes of this prospectus.

If any of the Registered Shareholders utilize a broker-dealer in the sale of the ADRs being offered by this prospectus, such broker-dealer may receive commissions in the form of discounts, concessions, or commissions from such Registered Shareholder, or commissions from purchasers of the ADRs for whom they may act as agent or to whom they may sell as principal.

DEEPGREENX GROUP INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

DEEP GREEN GROUP
(Formerly known as INTERSTELLAR CHAIN GROUP INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
DEEPGREENX GROUP INC.

Opinion on the Financial Statement

We have audited the accompanying consolidated balance sheets of DEEPGREENX GROUP INC. and its subsidiaries (the ‘Company’) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, consolidated statement of changes in shareholders’ deficit, and consolidated statements of cash flows for the year ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, as of December 31, 2024, the Group incurred a net loss of $2,453,422 and has suffered an accumulated deficit of $2,772,203 as of December 31, 2024. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern, and management’s plans to mitigate these matters, are described in Note 2.

These financial statements do not include any adjustments that may be necessary to reflect the effects on the recoverability and classification of assets and additional liabilities that may arise if the Company is not able to continue as a going concern. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Certified Public Accountants
PCAOB No: 6743

We have served as the Company’s auditor since 2024.

Kuala Lumpur, Malaysia
May 13, 2025

DEEPGREENX GROUP INC.
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars, except share data or otherwise stated)