As filed with the U.S. Securities and Exchange Commission on September 19, 2025.

Registration No. 333-287713

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

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AMENDMENT NO. 3 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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C&K GROUP LIMITED
(Exact name of registrant as specified in its charter)

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Flat 3309-11, 33/F, Tower 5, The Gateway, No. 15 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Tel: +852 3700 3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a Copy to:

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Approximate date of commencement of proposed sale to the public: Promptly 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 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 such Section 8(a), may determine.

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

from the United States, Hong Kong and Japan, respectively. For the six months ended March 31, 2025, we generated approximately 43%, 47% and 7% of our revenues from the United States, Hong Kong, and Japan, respectively. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

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

We are also aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland Chinese companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In addition, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities. If we and our subsidiary (i) do not receive or maintain such permissions or approvals, should such approvals be required in the future by the PRC government, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless. As advised by our PRC counsel, Commerce & Finance Law Offices, as of the date of this prospectus, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company currently does not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China; (iii) the Company and its subsidiary do not have any business operations in mainland China; (iv) the main parts of our business activities are conducted in Hong Kong, not mainland China, and our main place of business is located in Hong Kong, not mainland China, and all our senior managers in charge of operation and management of the Company are permanent residents of Hong Kong and are not domiciled in mainland China and, (v) the Company and its subsidiary possess personal information of less than 1 million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC; (vii) neither the Company nor its subsidiary is recognized as an “operator of critical information infrastructure” by any PRC Authorities; (viii) neither the Company nor its subsidiary have been involved in any investigations initiated by the CAC, or received any inquiry, notice, warning, or sanction in such respect, we are not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities; specifically, we are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. The laws and regulations of mainland China do not currently have any material impact on our business, financial condition or results of operations and we are currently not subject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of mainland China.

Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what potential impact such modified or new laws and regulations will have on C&K Group’s daily business operation, its ability to accept foreign investments

and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Corporate Structure” beginning on page 30 and “Risk Factors — Risks Related to Doing Business in Hong Kong” beginning on page 33 of this prospectus for more information.

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China’s Ministry of Finance (the “PRC MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it had completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which amended the HFCA Act, and on December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our auditor, WWC, P.C., is headquartered in San Mateo, California, and has been inspected by the PCAOB on a regular basis. Our auditor is not headquartered in mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted.

The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and this offering — Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which amended the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.” on page 40 and “The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.” on page 42 of this prospectus for more information.

C&K Group is permitted under the laws of BVI to provide funding to our subsidiary C&K Jewellery through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitation under the laws of BVI on C&K Group’s ability to distribute earnings from its businesses, including subsidiary, to the U.S. investors. C&K Jewellery is permitted under the laws of Hong Kong to provide funding to C&K Group through dividend distribution without restrictions on the amount of the funds or restrictions on foreign exchange. As of the date of this prospectus and since our reorganization, (1) no cash transfers have occurred between C&K Group and C&K Jewellery, (2) C&K Jewellery has not made any dividend payment or distribution to C&K Group and, (3) neither C&K Group nor C&K Jewellery has made any dividends or distributions to its investors. However, on December 31,

2024, prior to our reorganization, C&K Jewellery declared total dividend of HKD3,144,443 (US$ 404,175) to its then shareholders, which was paid in full as of February 14, 2025. See “Corporate History and Structure” of our combined financial statements included in this prospectus for additional details. Both C&K Group and C&K Jewellery currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Neither C&K Group or its subsidiary has any dividend payout policy, and each entity needs to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions with other entities. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from C&K Jewellery. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiary C&K Jewellery. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong. See “Dividend Policy” on page 55 and “Risk Factors — Risks Related to Our Corporate Structure — We may rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.” on page 30 of this prospectus for more information.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — “Implications of Our Being an Emerging Growth Company” on pages 20 and 15, respectively.

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

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(1)      Initial public offering price per share is assumed as $4.50 per share, which is the midpoint of the range set forth on the cover page of this prospectus. The table above assumes that the underwriter does not exercise its over-allotment option. For more information, see “Underwriting” beginning on page 124 of this prospectus.

(2)      An underwriting discount equal to 7% of the public offering price will be provided to the underwriters. We have agreed to reimburse the underwriters for certain expenses. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriters. See the section titled “Underwriting” beginning on page 124 of this prospectus for additional disclosure regarding underwriters compensation and offering expenses.

(3)      We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) not to exceed $190,000, exclusive of the above discounts. For a detailed description of the compensation to be received by the underwriters, see “Underwriting” beginning on page 124 of this prospectus.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such Class A Ordinary Shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing date of our initial public offering to purchase up to 15% of the total number of the Class A Ordinary Shares to be offered by us pursuant to this offering (excluding Class A Ordinary Shares subject to this option), solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, and assuming an offering price of $4.50 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus, the total gross proceeds to us, before underwriting discounts and expenses, will be $10,350,000.

The underwriters expect to deliver the shares to purchasers in the offering on or about [•], 2025.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

Prospectus dated [•], 2025

TABLE OF CONTENTS

We and the underwriters have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. Information contained in this prospectus or in our public reports may become stale. You should not assume that the information contained in this prospectus, any prospectus supplement or the documents incorporated by reference are accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of the shares. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed offering, and only prospectus dated hereof, is authorized by us to be used in connection with our proposed offering. The preliminary prospectus will only be distributed by us and no other person has been authorized by us to use this document to offer or sell any of our securities.

Until [•], 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “we”, or “us” in this prospectus are to C&K Group Limited, a British Virgin Islands company and its subsidiary, unless the context otherwise indicates;

•        “BVI” are to the “British Virgin Islands”;

•        “BVI Act” are to the BVI Business Companies Act (Law Revision 2020) (as amended);

•        “China” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        the “Company” or “C&K Group” are to C&K Group Limited, a BVI company;

•        “mainland China” are to the mainland of the People’s Republic of China;

•        “C&K Jewellery” are to C&K Jewellery Limited, a Hong Kong company;

•        “Class A Ordinary Shares” refers to the Class A ordinary shares of C&K Group Limited, no par value per share;

•        “Class B Ordinary Shares” refers to the Class B ordinary shares of C&K Group Limited, no par value per share;

•        “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “HKD” or “HK Dollar” are to the legal currency of Hong Kong;

•        “Memorandum and Articles of Association” refers to the memorandum and articles of association of C&K Group Limited (or “C&K Group,” as defined above), filed with the Registry of Corporate Affairs of the BVI on January 28, 2025;

•        “Ordinary Shares” are to the Class A and Class B Ordinary Shares;

•        “$,” “dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States; and

•        “U.S. GAAP” are to generally accepted accounting principles in the United States.

RISK FACTORS

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

Risks Related to Our Business

Our revenues, operating income and cash flows are likely to fluctuate.

We experience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will continue to occur in the future. We may experience fluctuations in our annual and quarterly financial results, including revenues, operating income and earnings per share, for reasons that may include: (i) the timing of revenue recognition under U.S. GAAP; (ii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down to accommodate needs of the our business needs; (iii) the geographic locations of our customers or the locations where our products are sold; (iv) the length of billing and collection cycles and changes in amounts that may become uncollectible; (v) changes in the frequency and complexity of government regulatory and enforcement activities; (vi) fluctuations in the exchange rates of various currencies against the U.S. dollar; and (vii) economic factors beyond our control.

Our results are subject to seasonal and other similar factors. While we assess our annual guidance at the end of each quarter and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual results to vary significantly from our guidance, even where that guidance reflects a range of possible results and has been updated to take account of partial-year results.

A decline in discretionary consumer spending may adversely affect our industry, our operations, and ultimately our profitability.

Luxury products, such as fine jewelry, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income may affect the jewelry industry more significantly than other industries. Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

Our jewelry products exported from Hong Kong to the United States may be subject to the additional tariffs recently imposed by the U.S. government on certain products imported from China (including Hong Kong), which could adversely affect our cost structure and results of operations.

Recently, U.S. president, Donald J. Trump, announced that the U.S. would impose additional tariffs on imports from China (including Hong Kong) which would result in an effective tariff rate of 145% on Chinese imports starting April 9, 2025. The additional tariffs imposed by the U.S. government on certain products imported from China (including Hong Kong) may negatively impact our cost structure. Our major pearls and jewelry materials suppliers are located in Hong Kong, China and Japan and we generated approximately 44% and 43% of our revenues from the United States in the year ended September 30, 2024 and the six months ended March 31, 2025, respectively.

We are currently evaluating the impact of the recently imposed additional tariffs as a whole. If our jewelry products are deemed subject to the additional tariffs as a result of our using raw materials sourced from China and Hong Kong in the manufacturing of our products (our products are manufactured by third parties), our cost structure and profitability may be materially and negatively affected. Additionally, if our customers in the U.S. are required to pay additional tariffs on our jewelry products, demand for our jewelry products in the U.S. could decline, negatively affecting our sales and revenue.

Additionally, there is no guarantee that the trade relations between the U.S. and China will remain stable in the future. Any deterioration in the relationship between the U.S. and China could further increase our costs of exporting our products to the U.S., which could have an adverse effect on our business, financial condition and results of operations.

Finally, the evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty. Compliance with tariff-related regulations, including classification and valuation requirements, may increase operational complexity and costs. Any escalation in trade tensions or additional tariffs could further disrupt our supply chain, limit our access to materials, and negatively impact our ability to meet customer demand, posing significant risks to our business.

We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.

We derive a significant portion of our revenues from a few major customers. For the year ended September 30, 2023, three major third-party customers, accounted for 23.8% (a luxury jewelry distributor in the United States), 18.4% (a jewelry dealer based in Japan) and 11.2% (an individual buyer), respectively, of the Company’s total revenues. For the year ended September 30, 2024, three major third-party customers accounted for 41.1% (a jewelry trading company based in the United States), 19.0% (a jewelry dealer based in Japan) and 12.7% (a jewelry dealer based in Hong Kong), respectively, of the Company’s total revenues. For the six months ended March 31, 2025, one major third-party customer accounted for 40.5% (a jewelry trading company based in the United States) and one major related-party customer accounted for 35.8% (a jewelry trading company based in Hong Kong), respectively, of the Company’s total revenues. We have not entered into written agreements with any of our major customers. For each transaction, the customer submits an order inquiry or purchase order to us which specifies order quantity, unit price, product code, and product materials and we issue an invoice to the customer for the payment.

Inherent risks exist whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our products that will be generated by these customers in the marketplace. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce our prices or these customers could decrease the purchase quantity of our products, which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations. If any of our largest customers terminates the purchase of our products, such termination would materially negatively affect our revenues, results of operations and financial condition.

We are exposed to the credit risks of our customers.

Our financial position and profitability are dependent on our customers’ creditworthiness. Thus, we are exposed to our customers’ credit risks. There is no assurance that we will not encounter doubtful or bad debts in the future. Due to economic conditions in Hong Kong, in particular the risk of monetary and fiscal policies to address inflation, businesses in Hong Kong are generally conserving cash or operating under increased financial and credit stress. As a result, we could experience slower payments from our customers, an increase in accounts receivable aging and/or an increase in bad debts. If we were to experience any unexpected delay or difficulty in collections from our customers, our cash flows and financial results would be adversely affected.

We rely on a limited number of suppliers. A loss of any of these suppliers could significantly negatively affect our business.

We rely on a limited number of suppliers. For the year ended September 30, 2023, two suppliers, accounted for 33.8% (a Hong Kong subsidiary of a German-based family enterprise principally engaging in precious metal business) and 10.5% (a distributor of cut and polished stones based in Hong Kong), respectively, of the Company’s total purchases. For the year ended September 30, 2024, two suppliers accounted for 33.7% (a Hong Kong subsidiary of a German-based family enterprise principally engaging in precious metal business) and 26.8% (a supplier in the jewelry industry based in Hong Kong), respectively, of the Company’s total purchases. For the six months ended March 31, 2025, two suppliers accounted for 36.0% (a Hong Kong subsidiary of a German-based family enterprise principally engaging in precious metal business) and 20.8% (a jewelry trading company based in Hong Kong), respectively, of the Company’s total purchases. We have not entered into written agreements with any of our major suppliers. For each transaction, we submit to the supplier a purchase order which specifies order quantity, price and item code and the supplier issues an invoice to us for the payment.

This reliance on a limited number of suppliers increases our risks, since we do not currently have proven reliable replacement suppliers to these key suppliers. If we experience a significant increase in demand for our products, or if we need to replace an existing supplier, we may not be able to replace an existing supplier on acceptable terms, which may undermine our ability to deliver products to our customers in a timely manner. Identifying and approving suitable replacement suppliers could be an extensive process that requires us to become satisfied with their quality control, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant supplier would have an adverse effect on our business, financial condition and results of operations. In addition, our suppliers may face supply chain risks and constraints of their own, which may impact the availability and pricing of our products as well as our gross margins.

Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions.

Our financial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management believes to be reasonable under the circumstances and at the time they are made. However, if our external and internal information is inadequate, our actual results may differ materially from our forecasts and cause us to make inappropriate financial decisions. Any material variation between our financial forecasts and our actual results may also adversely affect our future profitability, stock price and stockholder confidence.

Because the jewelry industry in general is affected by fluctuations in the prices of pearls, and other precious and semi-precious stones, and precious metals, we could experience increased operating costs that could affect our profit margins.

The availability and prices of pearls, other precious and semi-precious stones, and precious metals may be influenced by various factors in exporting countries and inflation. Shortages of these materials or sharp changes in their prices could have a material adverse effect on our results of operations or financial condition. A significant change in prices of pearls, other precious and semi-precious stones, and precious metals could adversely affect our business or reduce operating margins and impact consumer demand if retail prices increased significantly, even though we historically transfer any increases in the purchase of raw materials to our consumers.

There is no publicly available standard market price index or other reliable reference for pearls.

The pearl market lacks a publicly available standard price index or other reliable price reference, which creates significant price uncertainty for pearls. Without a reliable benchmark, prices for pearls may fluctuate unpredictably, complicating the Company’s forecasting, budgeting and financial planning. This price volatility can adversely affect our operations and profitability.

Further, the absence of a standard price index or other reliable price reference limits the Company’s ability to use financial instruments to hedge against price risks. Our inability to mitigate our exposure to price risks may lead to increased volatility in our earnings, which could have an adverse effect on our profit margins and results of operations.

Because we depend on our ability to identify and respond to fashion trends, if we misjudge these trends, our ability to maintain and gain market share will be affected.

The jewelry industry is subject to rapidly changing fashion trends and shifting consumer demands. Accordingly, our success may depend on the priority that our customers place on fashion and our ability to anticipate, identify, and capitalize upon emerging fashion trends. If we misjudge fashion trends or are unable to adjust our products in a timely manner, our net sales may decline or fail to meet expectations and any excess inventory may be sold at lower prices.

We are exposed to risks relating to the commercial real estate rental market, including unpredictable and potentially high rental costs.

We lease properties for our office in Hong Kong. For the years ended September 30, 2023 and 2024 and the six months ended March 31, 2025, our total property rental costs, which included the lease charges and variable rental payments in respect of the leased properties, amounted to approximately HKD2,634,716 and HKD2,617,584 (US$351,304) and HKD1,282,482 (US$164,846), respectively, representing approximately 3.5%, 3.9% and 3.9%

of our revenue during the respective periods. Our considerable leased properties expose us to risks relating to the Hong Kong commercial real estate market, including but not limited to, unpredictable and potentially increasing rental costs, which could reduce our cash available for other purposes.

Our operating leases have initial terms ranging from two to three years. If the lease agreement for any of our leased properties is not renewed, or is not renewable at a reasonable rate, we would have to, among other things, relocate our offices which would subject us to relocation and other related costs and reduce our cash available for other purposes, which could have a material adverse effect on our business.

Our business may face risks of customers’ default on payment.

If our customers experience or are exposed to potential financial distress, face complex challenges, are involved in litigation or regulatory proceedings, or face foreclosure of collateral or liquidation of assets, such customers may not have sufficient funds to continue operations or to pay for our products.

We face intense competition from other jewelry traders, and if we do not compete effectively, our results of operations and business prospects may be adversely affected.

The jewelry industry is highly competitive. We compete primarily on the basis of our product quality, comprehensive customer services, and brand recognition. Our competitors may compete with us in the following ways:

•        provide products that are similar to, or more attractive to customers than, ours;

•        provide products we do not offer;

•        offer more aggressive discounts to gain market share and to promote their businesses;

•        adapt at a faster rate to changes in market conditions and customer demands; and

•        market, promote and provide their products more effectively.

Although we do not compete against other jewelry traders solely based on prices, if our competitors offer their products at lower prices, we may be forced to provide more aggressive discounts to our customers. Reduction in our product prices without a commensurate increase in sales would lower our profitability. Some of our competitors may have greater financial resources or a larger customer base than we do, and if we fail to compete effectively, our market position, business prospects and results of operations would be adversely affected.

We may not manage our growth effectively, and our profitability may suffer.

We experience fluctuations in growth of our business, including periods of rapid or declining growth. Periods of rapid expansion may strain our management team or human resources and information systems. To manage growth successfully, we may need to add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively motivate, train and manage our staff. If we fail to add or retain qualified managers and employees when needed, estimate costs, or manage our growth effectively, our business, financial results and financial condition may suffer.

We cannot assure that we can successfully manage growth and continue being profitable as we grow. In periods of declining growth, underutilized employees may result in expenses and costs being a greater percentage of revenues. In such situations, we will have to weigh the benefits of decreasing our workforce or limiting our product offerings and saving costs against the detriment that we could experience from losing valued professionals and their industry expertise.

Introduction of new jewelry products may subject us to additional risks.

From time to time, we may offer new products. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new jewelry products, we may invest significant time and resources. Initial timetables for the introduction and development of new jewelry products may not be achieved and profitability targets may not prove feasible. External factors, such as compliance with regulations, competition and shifting market preferences, may also impact the successful implementation of a jewelry product. Our personnel and technology systems may fail to adapt to the changes attributable to the introduction of new jewelry products or we may fail to effectively integrate new jewelry products to

our existing product offerings and we may lack experience in managing new jewelry products. In addition, we may be unable to proceed with our operations as planned or compete effectively due to different competitive landscapes. Even if we expand our businesses into new jurisdictions or areas, the expansion may not yield intended profitable results. Furthermore, any new jewelry products could have a significant impact on the effectiveness of our internal control system. Failure to successfully manage these risks in the development and introduction of new jewelry products could have a material adverse effect on our business, results of operations and financial condition.

Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition, which depends on earning and maintaining the trust and confidence of our current or potential customers, is critical to our business. Our reputation and brand is vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by customers or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about our industry in general or product quality problems in the industry, including our competitors’ products, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain customers and key employees could be harmed and, as a result, our business and revenues would be materially and adversely affected.

We may not be able to maintain growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected.

We anticipate continuing growth in the foreseeable future. However, we cannot assure you that we will maintain our growth. Our growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. To accommodate our growth, we will need to implement a variety of new and upgraded operational and systems procedures and controls, including the improvement of our accounting and other internal management systems. We also will need to recruit, train, manage and motivate employees and manage our business relationships with an increasing number of customers. Moreover, as we introduce new products or enter into new markets, we may face unfamiliar market and operational risks and challenges which we may fail to successfully address. We may be unable to manage our growth effectively, which could have a material adverse effect on our business.

Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

Our limited operating history makes the prediction of future results of operations difficult, and therefore, past results of operations achieved by us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider our future prospects in light of the risks and uncertainties experienced by young companies in a rapidly evolving and increasingly competitive market in Hong Kong.

We may suffer from potential third-party infringement of the Company’s jewelry designs.

We cannot make assurances that the steps we have taken to protect the Company’s jewelry designs from infringement by third parties will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights in the Company’s jewelry designs.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be, from time to time in the future, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, copyrights, know-how or other intellectual property rights that are infringed by our products or other aspects of our business without our awareness. Holders of such intellectual

property rights may seek to enforce such rights against us in Hong Kong, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of Hong Kong’s intellectual property rights laws and the procedures and standards for granting trademarks, copyrights, know-how or other intellectual property rights in Hong Kong are still evolving and are uncertain, and we cannot ensure that Hong Kong courts or regulatory authorities would agree with our analysis. If we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and operating results may be materially and adversely affected.

Compromise of confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.

Our own confidential and proprietary information and that of our customers could be compromised, whether intentionally or unintentionally, by our employees, consultants or vendors. A compromise of the security of our information technology systems leading to theft or misuse of our own or our customers’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, third-party claims against us and reputational harm, including the loss of customers. The theft or compromise of our or our customers’ information could negatively impact our reputation, financial results and prospects. In addition, if our reputation is damaged due to a data security breach, our ability to attract new customers may be impaired or we may be subjected to damages or penalties, which could negatively impact our businesses, financial results or financial condition.

Increases in labor costs in Hong Kong may adversely affect our business and results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our customers by increasing the prices for our products, our financial condition and operating results may be adversely affected.

Our business insurance coverage may be inadequate to cover risks related to our business and operations.

While we maintain certain insurance for our business including, but not limited to, jewelers’ block insurance, business interruption insurance and public liability insurance, there is no assurance that our insurance coverage will be adequate to cover potential losses. Under applicable laws and regulations in the relevant jurisdictions such as Hong Kong and the United States, we are not required to, and we do not, maintain certain insurance in relation to our business operations, such as data security insurance, or liability insurance against liabilities arising from litigation or other aspects of our business. Our current insurance policies may not protect us against such losses and liabilities.

Although we believe that our business insurance coverage is in line with industry practice in Hong Kong and other relevant jurisdictions, if any of the incidents mentioned above occur and we have insufficient insurance to cover the liabilities associated with such incidents, it could have a material adverse effect on our financial condition, results of operations and business prospects.

Our principal shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders

Cheng, Ka Ki (“Ms. Cheng”) is currently the beneficial owner of 8,039,000 Class A Ordinary Shares and 3,300,000 Class B Ordinary Shares, which represent 58.8% of our outstanding shares or 90.3% of the total aggregate voting power. Ms. Cheng will own approximately 88.1% of the total voting power of C&K Group’s issued and outstanding share capital immediately following this offering, assuming that the underwriters do not exercise their over-allotment option. Ms. Cheng will be able to exert significant voting influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of

directors and other significant corporate actions. These actions may be taken even if they are opposed by our other shareholders, including those who purchased Class A Ordinary Shares in our initial public offering. Moreover, this concentration of ownership may discourage, delay or prevent a change in control of our Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might reduce the price of our Class A Ordinary Shares.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may negatively impact the supply of pearls and other precious gemstones as well as adversely affect our ability to provide our products. In addition, our results of operations could be adversely affected to the extent that any health epidemic/pandemic (such as the coronavirus (COVID-19) pandemic) harms the Hong Kong economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarters is located in Hong Kong, where our management and employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations. On February 24, 2022, the Russian Federation launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices for certain raw materials and goods and services which in turn is contributing to higher inflation in the United States and other countries across the globe with significant disruption to financial markets. We do not have any operation or business in Russia or Ukraine; however, we may potentially be indirectly adversely impacted by any significant disruption it has caused and may continue to escalate. Any one or more of these events may impede our operations and product delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

Our business operations were materially and adversely affected by the outbreak of the coronavirus (COVID-19) and there can be no assurance that our business operations will not continue to be materially and adversely affected by the continuous effect of the COVID-19 pandemic in the future.

An outbreak of respiratory illness caused by the novel coronavirus, commonly referred to as “COVID-19” emerged in late 2019 and spread globally, which the World Health Organization labeled as a pandemic on March 11, 2020.

Between 2020 and 2022, during the COVID-19 pandemic, our business operations and results of operations were significantly negatively impacted by COVID-19 restrictions, including the suspension of trade shows which we rely on for sales to business-to-consumer, or B2C, customers and product promotion opportunities which facilitate our exposure to new B2B customers.

The disruption to the Company which may be caused by future outbreaks of contagious diseases is uncertain; however, a recurrence of an outbreak of certain contagious diseases, such as COVID-19, may result in a material adverse impact on the Company’s financial position, business operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and

regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

•        investigations, enforcement actions, and sanctions;

•        mandatory changes to our network and products;

•        disgorgement of profits, fines, and damages;

•        civil and criminal penalties or injunctions;

•        claims for damages by our customers;

•        termination of contracts; and

•        failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations.

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to function by our management, employees and parties with whom we collaborate, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Changes in general economic conditions, monetary or geopolitical disruptions, capital markets, merger and acquisition activity, and legal or regulatory requirements, especially in the countries and regions where our customers are located, as well as other factors beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.

Different factors outside of our control could affect demand for our products. These include:

•        fluctuations in U.S., Hong Kong, Japan and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries;

•        level of leverage incurred by countries or businesses;

•        merger and acquisition activity;

•        frequency and complexity of significant commercial litigation;

•        overexpansion by businesses causing financial difficulties;

•        business and management crises, including the occurrence of alleged fraudulent or illegal activities and practices;

•        new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed merger and acquisition transactions;

•        other economic, geographic or political factors; and

•        general business conditions.

We are not able to predict the positive or negative effects that future events or changes to the U.S., Hong Kong, Japan or global economies will have on our business. Fluctuations, changes and disruptions in financial, credit, merger and acquisition and other markets, political instability and general business factors could impact various business segments’ operations and could affect such operations differently. Changes to factors described above, as well as other events, including by way of example, contractions of regional economies, or the economy of a particular country, trade restrictions, monetary systems, banking, real estate and retail or other industries; debt or credit difficulties or defaults by businesses or countries; new, repeals of or changes to laws and regulations, including changes to the bankruptcy and competition laws of the U.S., Hong Kong, Japan or other countries and regions; tort reform; banking reform; a decline in the implementation or adoption of new laws or regulation, or in government enforcement, litigation or monetary damages or remedies that are sought; or political instability may have adverse effects on our business or product offerings.

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

Recently, U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock price. Although all of our operations are based in Hong Kong, if we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our company.

We may be required to recognize impairment charges for our long-lived assets and other intangible assets, which could materially affect our financial results.

We assess our long-lived assets and other intangible assets as and when required by U.S. GAAP to determine whether they are impaired and, if they are, to record appropriate impairment charges. Factors we consider include significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. It is possible that we may be required to record significant impairment charges in the future. Such charges have had and could have an adverse impact on our results of operations.

Our success depends on our key management personnel, and our business may be harmed if we lose their services.

Our success depends on the ability and contribution of our key management personnel. Ms. Cheng, our Chief Executive Officer, has approximately 7 years of experience in the jewelry industry. Ms. Kong, our Director, has over 10 years of experience in the pearls and jewelry business. Ms. Wong, our General Manager of Sales, has over 12 years of experience in sales and marketing of pearls and jewelry. See “Management” on page 96 of this prospectus for details.

Our key management personnel possess extensive knowledge of the industry. Since the founding of our Company, our management team has built up a good reputation and established amicable business relationships with our customers and suppliers. In the event that any of our key management personnel resigns or terminates their employment agreement, we may be unable to recruit eligible new management personnel with comparable industry experience and knowledge in a timely manner or at all. Any failure to attract, retain or motivate these key management personnel may affect our business relationships with our customers and suppliers, and hence affect our results of operations and financial performance.

Our future success depends upon, in large part, our continuing ability to attract and retain qualified personnel.

If we grow and implement our business plan, we will need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and may choose to change companies. Given our relatively small size compared to some of our competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.

Headcount reductions to manage costs during periods of reduced demand for our products could have negative impacts on our business over the longer term.

During periods of reduced demand for our products, or in response to unfavorable changes in market or industry conditions, we may seek to align our cost structure more closely with our revenues and increase our utilization rates by reducing headcount and eliminating or consolidating underused locations in affected business segments. Following such actions, in response to subsequent increases in demand for our products, including as a result of favorable changes in market or industry conditions, we may need to hire, train and integrate additional qualified and skilled personnel and may be unable to do so to meet our needs or our customers’ demands on a timely basis. If we are unable to manage staffing levels on a timely basis in light of changing opportunities or conditions, our ability to accept business opportunities, take advantage of positive market and industry developments, and realize future growth could be negatively affected, which could negatively impact our revenues and profitability. In addition, while increased utilization resulting from headcount reductions may enhance our profitability in the near term, it could negatively affect our business over the longer term by limiting the time our personnel have to seek out new customers.

Risks Related to Acquisitions

We will consider future strategic or opportunistic acquisitions. In those cases, some or all of the following risks could be applicable.

We may have difficulty integrating acquisitions, which can reduce the benefits we receive from acquisitions.

The process of managing and integrating acquisitions into our existing operations may result in unforeseen operating difficulties and may require significant financial, operational and managerial resources that would otherwise be available for the operation, development and organic expansion of our existing operations. To the extent that we misjudge our ability to properly manage and integrate acquisitions, we may have difficulty achieving our operating, strategic and financial objectives.

Acquisitions also may involve a number of special financial, business and operational risks, such as:

•        difficulties in integrating diverse corporate cultures and management styles;

•        disparate policies and practices;

•        customer relationship issues;

•        decreased utilization during the integration process;

•        loss of key existing or acquired personnel;

•        increased costs to improve or coordinate managerial, operational, financial and administrative systems;

•        dilutive issuances of equity securities, including convertible debt securities, to finance acquisitions;

•        the assumption of legal liabilities;

•        future earn-out payments or other price adjustments;

•        potential future write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets;

•        difficulty or inability to collect receivables; and

•        undisclosed liabilities.

In addition to the integration challenges mentioned above, our acquisitions of non-Hong Kong companies offer distinct integration challenges relating to foreign laws and governmental regulations, including tax and employee benefit laws, and other factors relating to operating in countries other than Hong Kong.

Asset transactions may require us to seek third-party consents to the assignment of contracts to us or a subsidiary. All third-parties may not consent to assignments. In certain cases, the consent of customers cannot be solicited until after the acquisition has closed. There is no assurance that customers of the acquired entity will agree to novate or assign their contracts to us.

We may also hire groups of selected personnel from another company and we may enter into arrangements with the former employers of those personnel regarding limitations on their work until any time restrictions pass. In such circumstances, there is no assurance that we will enter into mutually agreeable arrangements with any former employer, and the utilization of such personnel may be limited, and our financial results could be negatively affected until their restrictions end. We could also face litigation risks from group hires.

An acquisition may not be accretive in the near term or at all.

Competitive market conditions may require us to pay a price that represents a higher multiple of revenues or profits for an acquisition. As a result of these competitive dynamics, cost of the acquisition or other factors, certain acquisitions may not be accretive to our overall financial results at the time of the acquisition or at all.

We may have a different system of governance and management from a company we acquire or its parent, which could cause personnel who join us from an acquired company to leave us.

Our governance and management policies and practices will not mirror the policies and practices of an acquired company or its parent. In some cases, different management practices and policies may lead to workplace dissatisfaction on the part of personnel who join our Company. Some personnel may choose not to join our Company or leave after joining us. Existing personnel may leave us as well. The loss of key personnel may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition.

Due to fluctuations in our share price, acquisition candidates may be reluctant to accept our Class A Ordinary Shares as purchase price consideration, use of our shares as purchase price consideration may be dilutive or the owners of certain companies we seek to acquire may insist on stock price guarantees.

We may structure an acquisition to pay a portion of the purchase price in our Class A Ordinary Shares. The number of shares issued as consideration is typically based on an average closing price per Class A Ordinary Share for a number of days prior to the closing of such acquisition. Stock market volatility, generally, or stock price volatility, specifically, may result in acquisition candidates being reluctant to accept our shares as consideration. In such cases, we may have to issue more shares if stock constitutes part of the consideration, offer stock price guarantees, pay the entire purchase price in cash or negotiate an alternative price structure. The result may be an increase in the cost of an acquisition. There is no assurance that an acquisition candidate will not negotiate stock price guarantees with respect to a future acquisition, which may increase the cost of such acquisition.

Risks Related to Our Corporate Structure

We may rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.

We are a holding company incorporated in the British Virgin Islands, and we may rely on dividends and other distributions on equity paid by our subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Profits Taxation” on page 123 of this prospectus. Any limitation on the ability of our Hong Kong subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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

Prior to this offering, we were a private company with limited accounting personnel and other resources to address our Company’s internal controls and procedures. Our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Ordinary Shares.

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

The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “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 the annual or interim statements will not be prevented or detected on a timely basis”. In connection with the audits of our consolidated financial statements as of September 30, 2023 and 2024, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and iii) a lack of independent directors and an audit committee to establish formal risk assessment process and internal control framework. We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of polices and controls in place; and iii) appointing independent directors, establishing an audit committee and strengthening corporate governance. However, we cannot assure you that all these measures will be sufficient to remediate our material weaknesses in time, or at all, and additional material weaknesses or significant deficiencies may be identified in the future.

If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial

statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from the Nasdaq Capital Market to regulatory investigations and to civil or criminal sanctions.

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

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

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon consummation of this offering and the sales of our Class A Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we are required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We expect to incur additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Risks Related to Doing Business in Hong Kong

Although we and our subsidiary are not based in mainland China and we have no operations in mainland China, the PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves. It may result in a material adverse change in C&K Jewellery’s operations, significantly limit or completely hinder C&K Group’s ability to offer or continue to offer securities to investors and cause the value of C&K Group’s securities to significantly decline or become worthless, which would materially affect the interests of the investors.

We and our subsidiary are not based in mainland China and do not have operations in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. Our main place of business is located in Hong Kong and all our senior managers in charge of operation and management of the Company are permanent residents of Hong Kong. Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

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

There remain some uncertainties as to whether we will be required to obtain approvals from Chinese authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

We are also aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland-China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. In addition, the Cybersecurity Law, which was adopted by the Standing Committee of the National People’s Congress on November 7, 2016 and came into force on June 1, 2017, and the Cybersecurity Review Measures, or the “Review Measures”, provide that personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in mainland China must be stored in mainland China, and if a critical information infrastructure operator purchases internet products and services that affect or may affect national security, it should be subject to national security review by the CAC together with competent departments of the State Council. In addition, for critical information infrastructure operators, or the “CIIOs”, that purchase network-related products and services, the CIIOs shall declare any network-related product or service that affects or may affect national security to the Office of Cybersecurity Review of the CAC for cybersecurity review. Due to the lack of further interpretations, the exact scope of what constitutes a “CIIO” remains unclear. Further, the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws. In addition, the Review Measures stipulates that any online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As of the date of this prospectus, we have not received any notice from any authorities identifying us as a CIIO or requiring us to undertake a cybersecurity review by the CAC. Further, as of the date of this prospectus, we have not been subject to any penalties, fines, suspensions, investigations from any competent authorities for violation of the regulations or policies that have been issued by the CAC.

On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law requires that data shall not be collected by theft or other illegal means, and it also provides for a data classification and hierarchical protection system. The data classification and hierarchical protection system protects data according to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used, which protection system is expected to be built by the state for data security in the near future. On November 14, 2021, CAC published the Regulations on the Data Security Administration Draft, or the “Data Security Regulations Draft”, to solicit public opinion and comments. Under the Data Security Regulations Draft, an overseas initial public offering to be conducted by a data processor processing the personal information of more than one million individuals shall apply for a cybersecurity review. Data processor means an individual or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. Currently we do not expect the Review Measures to have an impact on the business and operations of our Hong Kong subsidiary, C&K Jewellery, or this offering, because (i) C&K Jewellery is incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this prospectus, C&K Jewellery has not collected or stored personal information of any individual customers of mainland China; and (iii) as of the date of this prospectus, C&K Jewellery has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review for the offering. Based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe C&K Jewellery is not required to pass the cybersecurity review of the CAC in order to list our Class A Ordinary Shares in the U.S.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Filing Measures, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the

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

As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe C&K Jewellery is not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S because a) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland China, and the Company’s main places of business are not located in mainland China, and the senior managers in charge of the Company’s business operation and management are not mostly Chinese citizens or domiciled in mainland China.

Since these proposed rules, statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the Class A Ordinary Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the Class A Ordinary Shares to significantly decline in value or become worthless.

As advised by our PRC counsel, Commerce & Finance Law Offices, as of the date of this prospectus, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company currently does not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China; (iii) the Company and its subsidiary do not have any business operations in mainland China; (iv) the main parts of our business activities are conducted in Hong Kong, not mainland China, and our main place of business is located in Hong Kong, not mainland China, (v) all of our shareholders and senior managers in charge of operations and management of the Company are not PRC citizens and are not domiciled in mainland China;, (vi) the Company and its subsidiary possess personal information of less than 1 million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC; (vii) neither the Company nor its subsidiary is recognized as an “operator of critical information infrastructure” by any PRC authorities; and (viii) neither the Company nor its subsidiary has been involved in any investigations initiated by the CAC, or received any inquiry, notice, warning, or sanction in such respect, we are not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities; specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. However, if (i) we and our subsidiary do not receive or maintain such approval, should the approval be required in the future by the PRC government, (ii) we and our subsidiary inadvertently conclude that such approval is not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such approval in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.

Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what potential

impact such modified or new laws and regulations will have on C&K Group’s daily business operations, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

All of C&K Jewellery’s operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

C&K Group is a holding company, and we conduct our operations in Hong Kong through C&K Jewellery, our wholly-owned subsidiary, formed in Hong Kong. All of our operations are located in Hong Kong. As of the date of this prospectus, we do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland-China-based issuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention; and/or

•        subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between C&K Group, the holding company, and C&K Jewellery,

the wholly-owned operating subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from C&K Jewellery. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanisms. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. In addition, entities or individuals are prohibited from providing documents and information in connection with any securities business activities to any organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. Article 26 of the Trial Administrative Measures, or Article 26, sets out that where an overseas securities regulatory agency intends to conduct investigation and evidence collection regarding overseas offering and listing activities by a domestic company, and request assistance of the CSRC under relevant cross-border securities regulatory cooperation mechanisms, the CSRC may provide necessary assistance in accordance with law. Any domestic entity or individual providing documents and materials requested by an overseas securities regulatory agency out of investigative or evidence collection purposes shall not provide such information without prior approval from the CSRC and competent authorities under the State Council. In addition, Article 11 of the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or Article 11, which was jointly issued by the CSRC, the Ministry of Finance, the State Secrecy Administration and the State Archives Bureau on February 24, 2023 and came into effect on March 31, 2023, specifies that, (a) where the overseas securities regulator and the relevant competent authorities request to conduct inspections or investigations to collect evidence from a domestic enterprise and the domestic securities firms and securities service agencies providing corresponding services regarding the overseas offering and listing activities of the domestic enterprise, the inspection or investigation shall be carried out under the cross-border regulatory cooperation mechanism, and the CSRC or the relevant authorities shall provide the requisite assistance pursuant to the bilateral and multilateral cooperation mechanism, and (b) relevant domestic companies, securities firms and securities service agencies shall obtain the consent of the CSRC or the relevant administrative authorities prior to cooperating in the inspection or investigation carried out by the overseas securities regulator or relevant administrative authorities or providing documents and materials for cooperating in the inspection or investigation. While detailed interpretation of or implementation rules under Article 177, Article 26 and Article 11 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

Our principal business operation is conducted in Hong Kong. The Securities and Futures Commission of Hong Kong (the “SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding, which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the “SFO”), which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, as well as section 378 of the SFO, which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent such may be sought by U.S. regulators. In the event that U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence in Hong Kong, U.S. regulators may not be able to carry out such investigation or evidence collection directly in Hong Kong. The inability for US regulators to directly conduct investigations or evidence collection activities in Hong Kong may increase difficulties faced by you in protecting your interests.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus based on Hong Kong laws.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong and/or outside the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong, see “Enforceability of Civil Liabilities” beginning on page 51 of this prospectus.

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the then U.S. President Donald Trump signed the Hong Kong Autonomy Act (the “HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. Additionally, the governmental and regulatory interference 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.

There are political risks associated with conducting business in Hong Kong.

Our operations are principally based in Hong Kong. Accordingly, our business operations and financial condition will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position.

If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

The Hong Kong protests that began in 2019 were protests in Hong Kong (the “Hong Kong Protests”) triggered by the introduction of the Fugitive Offenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal fugitives who are wanted in territories with which Hong Kong does not currently have extradition agreements, including mainland China. This led to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of mainland China, thereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy have been adversely affected as the Hong Kong Protests turned increasingly violent. Most notably, the airline, retail, and real estate sectors have seen their sales decline.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and the HKAA to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn

adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HKD7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Class A Ordinary Shares and This Offering

There has been no public market for our Class A Ordinary Shares prior to this offering and the sales of our Class A Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, and if an active trading market does not develop you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this offering and the sales of our Class A Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, there has been no public market for our Class A Ordinary Shares. We have applied for our Class A Ordinary Shares to be listed on the Nasdaq Capital Market. There is no guarantee that our application will be approved by the Nasdaq Capital Market. If an active trading market for our Class A Ordinary Shares does not develop after this offering and the sales of our Class A Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, the market price and liquidity of our Class A Ordinary Shares will be materially adversely affected. You may not be able to sell any Class A Ordinary Shares that you purchase in the offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (“HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which amended the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditors, WWC, P.C. is required under the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. WWC. P.C. is subject to PCAOB inspections on a regular basis, and we have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq of issuers included on the SEC’s list for three consecutive years, thus reducing the time period for triggering the prohibition on trading. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to

inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which amended the HFCA Act, and on December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Pursuant to the AHFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our Class A Ordinary Shares being delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCA Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the AHFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the SEC announced that the PCAOB designated mainland China and Hong Kong as the jurisdictions where the PCAOB is not allowed to conduct full and complete audit inspections as mandated under the HFCA Act. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the PRC Ministry of Finance (“MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. As a result of the announcement, any companies audited by registered public accounting firms headquartered in mainland China and Hong Kong would not face immediate threat of trading prohibitions at this time. However, if any regulatory change or step taken by PRC regulators in the future precludes the PCAOB from accessing auditing papers of registered public accounting firms in mainland China and Hong Kong, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, then the companies audited by those registered public accounting firms may be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act.

Our current auditor is based in the United States, and has been inspected by the PCAOB on a regular basis. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our current auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. Delisting of our Class A Ordinary Shares would force holders of our Class A Ordinary Shares to sell their Class A Ordinary Shares. The market price of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based or having substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market, and only permit them to list on the Nasdaq Global Select or the Nasdaq Global Market in connection with a direct listing, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

As a result of this scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our offering, business and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in certain instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the

company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities, and Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Our initial public offering will be relatively small and the insiders of our Company will hold a large portion of our listed securities following the consummation of the offering. Therefore, we may be subject to the additional and more stringent criteria of Nasdaq for our initial and continued listing, which might cause delay or even denial of our listing application.

Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

When our Class A Ordinary Shares are approved by the Nasdaq Capital Market and begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

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

The initial public offering price for our Class A Ordinary Shares may vary from the market price of our Class A Ordinary Shares following our initial public offering. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

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

•        actual or anticipated fluctuations in our quarterly operating results;

•        changes in financial estimates by securities research analysts;

•        negative publicity, studies or reports;

•        announcements by us or our competitors of acquisitions, strategic business relationships, joint ventures or capital commitments;

•        addition or departure of key personnel;

•        fluctuations of exchange rates between the Hong Kong dollar and the U.S. dollar; and

•        general economic or political conditions in Hong Kong, the PRC and greater Asia region.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Class A Ordinary Shares.

Our dual class voting structure will limit your ability to influence corporate matters requiring shareholder approval, and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of our Class A Ordinary Shares are entitled to one vote per share, while holders of our Class B Ordinary Shares are entitled to 20 votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. We will issue Class A Ordinary Shares in this offering.

Upon the completion of this offering, our Chief Executive Officer, Ms. Cheng Ka Ki will beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately 15.49% of our total issued and outstanding share capital immediately after the completion of this offering and approximately 78.6% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, in each case assuming that the underwriters do not exercise their over-allotment option. As a result of the dual class share structure and the concentration of ownership, holders of our Class B Ordinary Shares will have considerable influence over corporate matters requiring shareholder approval, such as election of directors, amendment of organizational documents including our Memorandum and Articles of Association, and approval of significant corporate transactions. Such holders of our Class B Ordinary Shares may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary Shares. Our dual class structure will have antitakeover effects which will limit your ability to influence corporate matters and limit the possibility of a change of control transaction even when most holders of Class A Ordinary Shares may consider that transaction to be in their best interest.

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

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering and upon completion of the offering, you will incur immediate dilution of $4.09 per share, assuming an initial public offering price of $4.50, which is the midpoint of the price range as set forth on the cover page of this prospectus. See “Dilution” on page 57 of this prospectus.

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

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this offering and the sales of our Class A Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 16,000,000 Class A Ordinary Shares are outstanding before the consummation of this offering and 18,000,000 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering assuming that the underwriter does not exercise its over-allotment option. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

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

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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

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

The offering price of the underwritten public offering and resale offering could differ.

The offering price of our Class A Ordinary Shares in the initial public offering has been determined by negotiations between us and the underwriter. The offering price in the initial public offering bears no relationship to our assets, earnings or book value, or any other objective standard of value. The selling shareholders may sell the resale shares at prevailing market prices or privately negotiated prices after close of the offering and listing of the Class A Ordinary Shares on Nasdaq. Therefore, the offering prices of the initial public offering and resale offering could differ. As a result, the purchasers in the resale offering could pay more or less than the offering price in the public offering.

The Resale by the Selling Shareholders may cause the market price of our Class A Ordinary Shares to decline.

The resale of our Class A Ordinary Shares by the selling shareholders, as well as the issuance of our Class A Ordinary Shares in this offering could result in resales of our Class A Ordinary Shares by our current shareholders concerned about the potential dilution of their holdings. In addition, the resale by the selling shareholders after expiration of the lock-up period could have the effect of depressing the market price for our Class A Ordinary Shares.

Volatility in the price of our Class A Ordinary Shares may subject us to securities litigation.

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law.

We are a company incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in the British Virgin Islands, where our holding company was incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance after we complete this offering. If we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering — As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain corporate governance standards applicable to domestic U.S. issuers on the Nasdaq Stock Market. This may afford less protection to holders of our shares.” on page 46 of this prospectus.

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors, than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.” Beginning on page 111 of this prospectus.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain corporate governance standards applicable to domestic U.S. issuers on the Nasdaq Stock Market. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on the Nasdaq Stock Market. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

•        have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

•        have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

•        have regularly scheduled executive sessions with only independent directors; or

•        have executive sessions of solely independent directors each year.

Although we currently do not intend to rely on these exemptions with respect to our corporate governance after the completion of this offering, if we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a “controlled company” under the rules of the Nasdaq Capital Market, C&K Group may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on C&K Group’s public shareholders.

Following this offering, our Chief Executive Officer, Ms. Cheng Ka Ki, will beneficially own an aggregate 88.1% voting power of the Company, given the effect of 1 vote for each Class A Ordinary Share and 20 votes for each Class B Ordinary Share, which will allow Ms. Cheng Ka Ki to determine all matters requiring approval by shareholders. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company,” we may elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to US issuers as a foreign private issuer, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing

USE OF PROCEEDS

C&K Group estimates that it will receive net proceeds of $7,463,628 from this offering, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by C&K Group and based upon an assumed initial public offering price of $4.50 per Class A Ordinary Share, which is the midpoint of the price range as set forth on the cover page of this prospectus.

C&K Group plans to use the net proceeds we receive from this offering for the following purposes:

The foregoing represents C&K Group’s current intentions based upon its present plans and business conditions to use and allocate the net proceeds of this offering. C&K Group’s management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. To the extent that the net proceeds C&K Group receives from this offering are not immediately used for the above purposes, C&K Group intends to invest its net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Brand promotion and marketing

After becoming a public company, C&K Group aims to further promote the Company’s branding, profile and professional capability in order to achieve strong reputation and reliable image. We believe enhancing the trust of our existing/potential customers is the key success factor in our industry in the long run. In addition, we plan to conduct feasibility studies on expanding our business in the U.S., Europe and other Asia markets.

Recruitment of experienced personnel

Human resources is crucial in our industry, and recruitment of experienced personnel continues to be one of our on-going top priorities during our day-to-day operations. Thus, we plan to recruit additional experienced staff, including administrative, executive and accounting personnel, marketing and sales personnel as well as designers with solid industry backgrounds who can support the expansion of our business, and R&D personnel necessary to support development of new product lines.

Strategic investments and acquisitions

C&K Group plans to allocate 40% of the net proceeds from the offering for strategic investments in, or acquisitions of, complementary businesses, products or services. C&K Group does not currently have any immediate plans or commitments for any such acquisitions or investments.

General working capital

C&K Group aims to use 40% of net proceeds from the offering for general working capital needs in our daily operations. This can serve as a buffer to deal with the fluctuating economic environment and concurrently provide a stable financial backup for our daily operational use.

DETERMINATION OF OFFERING PRICE

Since our Class A Ordinary Shares are not listed or quoted on any exchange or quotation system, the offering price of our Class A Ordinary Shares was determined by us and the underwriter and is based on an assessment of our financial condition and prospects, comparable companies with similar sizes and businesses currently traded on U.S. capital markets, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our Class A Ordinary Shares are not listed on a public exchange, we intend to obtain a listing on the Nasdaq Capital Market concurrently with the closing of the offering.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the Class A Ordinary Shares. That price is subject to change as a result of market conditions and other factors, including the depth and liquidity of the market for the Class A Ordinary Shares, investor perception of us and general economic and market conditions, and we cannot assure you that the Class A Ordinary Shares can be resold at or above the public offering price.

DIVIDEND POLICY

Subject to the BVI Act and our Memorandum and Articles of Association, our board of directors may authorize a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.

We have not declared or paid any cash dividends on our capital shares.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, C&K Jewellery.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Profits Taxation.” On page 123 of this prospectus.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Class A Ordinary Shares by us in this offering at the assumed initial public offering price of $4.50 per Class A Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Beginning on page 59 of this prospectus.

____________

(1)      The number of Class A Ordinary Shares to be outstanding after the offering is based on 18,000,000, which is the sum of 12,700,000 shares outstanding on March 31, 2025, plus 3,300,000 shares issued on July 15, 2025, and 2,000,000 shares sold in this offering, assumes no exercise by the underwriters of their option to purchase up to an additional 300,000 Class A Ordinary Shares to cover over-allotments, if any.

(2)      Each $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per ordinary share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the pro forma as adjusted amount of total capitalization by $1.84 million, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of total capitalization by $4.14 million, assuming no change in the assumed initial public offering price per Class A ordinary share as set forth on the cover page of this prospectus.

*        Adjusted to give effect to the July 15, 2025 repurchase and reissuance transaction in which the Company repurchased 3,300,000 Class B Ordinary Shares from Prosper Spring Group Limited for an aggregate consideration of $0.01, and subsequently issued 3,300,000 Class A Ordinary Shares and 3,300,000 Class B Ordinary Shares to Prosper Spring Group Limited for an aggregate consideration of $0.02.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted for each Class A Ordinary Share you purchase to the extent of the difference between the initial public offering price per Class A Ordinary Share and our net tangible book value per Class A Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the net tangible book value per Class A Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Our net tangible book value as of March 31, 2025 was approximately $1,277,000, or $0.07 per Class A Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the as adjusted net tangible book value per Class A Ordinary Share from the initial public offering price per Class A Ordinary Share and after deducting the estimated commissions to the underwriter and the estimated offering expenses payable by us.

After giving further effect to our sale of 2,000,000 Class A Ordinary Shares in this offering at the assumed public offering price of $4.50 per Class A Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2025 is $8,741,000, or $0.41 per Class A Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Class A Ordinary Share of $0.34 to our existing stockholders and an immediate dilution in as adjusted net tangible book value per Class A Ordinary Share of $4.09 to new investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates this dilution on a per Class A Ordinary Share basis to new investors at the assumed public offering price per Class A Ordinary Share of $4.50:

Each $1.0 increase (decrease) in the assumed initial public offering price of $4.50 per Class A Ordinary Shares, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the adjusted net tangible book value by $0.09 and increase (decrease) dilution to new investors by $0.91 per share, after giving effect to the offering assuming no change to the number of our Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting estimated expenses payable by us.

If the underwriters exercise in full their option to purchase additional Class A Ordinary Shares in this offering, the as adjusted net tangible book value after the offering would be $0.46 per share, the increase in net tangible book value to existing shareholders would be $0.39 per share, and the dilution to new investors would be $4.04 per share, in each case assuming an initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

To the extent that we issue additional Class A Ordinary Shares in the future, there will be further dilution to new investors participating in this offering.

The following table summarizes, on an as adjusted basis as of March 31, 2025, the differences between existing shareholders and the new investors, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated commissions to the underwriter and the estimated offering expenses payable by us.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

C&K Jewellery is an operating company incorporated in Hong Kong on November 3, 2016. On January 28, 2025, C&K Group was incorporated in the BVI. On February 17, 2025, C&K Jewellery underwent a reorganization (the “Reorganization”). On January 28, 2025, then-existing shareholders of C&K Jewellery (80% owned by Splendid Wealth Investments Limited and 20% owned by New Jumbo Global Limited) entered into a sale and purchase agreement (the “SPA”) for the transfer of all of their shares of C&K Jewellery to eleven individuals, who on the same day entered into a share exchange agreement (the “SEA”) with C&K Group and C&K Jewellery, pursuant to which the eleven individuals transferred all of their rights in the shares in C&K Jewellery (pursuant to and under the SPA) to C&K Group in exchange for 100% shares in C&K Group on a pro rata basis. The share transfers and issuances contemplated by the SPA and SEA were effectuated on February 17, 2025. Following the completion of the contemplated transactions under the SPA and SEA, C&K Group became the 100% parent company of C&K Jewellery.

Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus:

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a jewelry and pearls trading company specializing in the purchasing, designing, sales of both loose pearls and finished jewelry products. We maintain long-term relationships with our suppliers and manufacturers to ensure high-quality jewelry product production and efficient product distribution. While we primarily focus on trading jewelry through wholesale and retail channels, we also offer a selection of finished jewelry products designed in-house. We offer a variety of pearl-types, including, but not limited to, South Sea pearls, Tahitian pearls, Freshwater pearls, and Akoya pearls sourced from regions such as Australia, Indonesia, the Philippines, Tahiti, mainland China, and Japan. Our designs feature pearls as the main theme, and we continuously develop new collections that includes other gemstones and diamond to provide customers with a broader selection. Our extensive collection of finished jewelry includes pearl and diamond/gemstone sets, classic pearl strands, and a variety of styles such as necklaces, bracelets, rings, pendants, earrings, brooches, and clasps.

Our Business Model

We are a company based in Hong Kong primarily engaged in sourcing and selling a wide range of jewelry products, which can be broadly classified into two major categories: (i) loose pearls; and (ii) finished jewelry products. Our collection of finished jewelry products includes pearl and diamond or gemstone sets, classic pearl strands in various jewelry styles including necklaces, bracelets, rings, pendants, earrings, brooches, and clasps, offered at competitive prices without compromising on quality.

The following discussion and analysis of our financial condition and operating results are based on the financial data extracted from our audited consolidated financial statements for the years ended September 30, 2023 and 2024 and our unaudited interim consolidated financial statements for the six months ended March 31, 2025 included in this prospectus.

Our revenue was HKD75,541,445 and HKD66,839,374 (US$8,603,011) for the years ended September 30, 2023 and 2024, respectively, and HKD32,982,272 (US$4,239,421) for the six months ended March 31, 2025. We recorded net income of HKD15,205,736 and HKD14,029,142 (US$1,805,714) for the years ended September 30, 2023 and 2024, respectively, and HKD3,777,452 (US$485,540) for the six months ended March 31, 2025. Our growth strategy includes increasing our market presence through geographical expansion, increasing our product diversification, strengthening our brand recognition through increased social media marketing, and strengthening our reputation in our existing markets.

Key Factors that Affect Our Results of Operations

Our results of operations have been and will continue to be affected by a number of factors, including, but not limited to, those set out below:

Competition from other sellers in the market

The jewelry sourcing market is relatively fragmented and competitive. We primarily compete with other material sourcing teams in the industry. We compete based on our product quality, established vendor relationships and our experienced management team. Our current and future competitors may have longer operating histories, larger and more established customer bases, better manufacturer relationships, better supply chain capabilities, or greater financial, technical, or marketing resources than we do. Competitors may leverage their experience and resources

to compete with us in a variety of ways, including investing more heavily in sales and marketing, adopting more aggressive pricing strategies, and expanding their product offerings through acquisitions. There can be no assurance that we will be able to compete successfully against current or future competitors, and such competition may have a material adverse impact on our business, financial condition, and results of operation.

Competition and economic uncertainty while scaling customer relationships and trust

The pearls and finished jewelry industry is highly competitive with many companies offering similar products. Maintaining strong customer relationships and keeping customer default rates low is crucial for retaining business but can be difficult to do at scale. Economic uncertainty makes forecasting customer cash flows an inexact science. Adding new customers also presents risks as their creditworthiness and payment histories must be thoroughly evaluated. Younger companies may struggle to gain brand recognition and trust compared to larger, more established players.

Our ability to retain existing customers and attract new customers

Our success depends on our ability to maintain good relationships with our existing customers and increase sales to them over time, as a significant amount of our net revenue for the years ended September 30, 2023 and 2024 and the six months ended March 31, 2025 was generated from sales to a limited number of existing customers. If we are unable to satisfy our existing customers’ needs in terms of product quality or service level, our business transactions with our customers may decline, and our operating results and financial conditions would be materially adversely impacted.

Our ability to manage costs of raw materials or transportation

Changes in the costs of raw materials or transportation indirectly affect our cost structure. Any increase in production costs may be passed on to us, but we may not be able to pass on all or any part of those increased costs to our customers, which may have a material adverse effect on our financial performance. We do not have long-term contracts with third-party contract manufacturers and raw material vendors. We usually negotiate and secure a competitive price with our vendors and agree on the raw materials pricing concurrently with our acceptance of each customer order, but in some cases a short time gap may be inevitable. Where market forces drive up raw material costs, we may from time to time fail to negotiate price terms that are advantageous to us and hence put pressure on our profit margin.

A downturn in general economic conditions

Majority of our revenue in the years ended September 30, 2023 and 2024 and the six months ended March 31, 2025 was derived from sales to our customers in Hong Kong, U.S., Japan and mainland China, with ongoing business expansion strategies into the European Union, Australia and other Asia markets. In recent years, global economic indicators have shown mixed signs, and the future growth of our targeted countries and regions’ economies are subject to many factors beyond our control. A downturn in the economy of our targeted countries and regions could adversely impact consumer purchases of discretionary items such as jewelry products. Factors that could affect consumers’ willingness to make such discretionary purchases include general business conditions, levels of employment, interest rates and tax rates, the availability of consumer credit, and consumer confidence in future economic conditions. In the event of an economic downturn in our targeted countries and regions, we could experience lower than expected net sales, which could force us to delay or slow our growth strategy and could have a material adverse effect on our business, financial condition, profitability, and cash flow.

Economic, political and social conditions in mainland China and Hong Kong, as well as its government policies, laws and regulations

Our key operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of C&K Group’s Class A Ordinary Shares. Accordingly, our business, prospects, financial condition, and results of operations may be influenced to a significant degree by the political, economic, and social conditions in the PRC generally and by the continued economic growth in mainland China as a whole. Accordingly, our results of operations and prospects are, to a significant degree, subject to economic, political, and legal developments in the PRC.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operations are based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Results of Operations

For the Six Months Ended March 31, 2025, compared to the Six Months Ended March 31, 2024

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our total revenues for the periods indicated.

____________

*        Less than 0.1%

Revenue

Our revenue is primarily generated from the sales of loose pearls and finished jewelry products, contributing 57.1% and 42.9% of total revenue, respectively, for the six months ended March 31, 2024. For the six months ended March 31, 2025, sales of loose pearls and finished jewelry products accounted for 31.1% and 68.9% of total revenue, respectively.

Total revenue decreased by HKD14,083,380, or 30%, for the six months ended March 31, 2025, compared to the six months ended March 31, 2024. This decline was primarily driven by decrease in sales of loose pearls.

Merchandise costs

Our merchandise costs are primarily generated from the sales of inventories and the impairment loss in inventories. Total merchandise costs decreased by HKD2,718,498, or 11%, for the six months ended March 31, 2025, compared to the six months ended March 31, 2024. This decline was primarily driven by the decrease in revenue.

Provision for income taxes

Our provision for income tax expenses amounted to HKD2,657,571 for the six months ended March 31, 2024 and amounted to HKD219,132 (US$28,166) for the six months ended March 31, 2025. We are subject only to Hong Kong corporate tax regime. Hong Kong’s corporate tax rate is 16.5% for taxable income earned in Hong Kong.

Net income

Our net income decreased by 72.6%, resulting from a net income of HKD14,302,245 for the six months ended March 31, 2024, compared to net income of HKD3,777,452 (US$485,540) for the six months ended March 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth a breakdown of our current assets and current liabilities as of the dates indicated.

Cash and cash equivalents

Cash and cash equivalents decreased by 84.7% to HKD8,499,277 (US$1,092,466) as of March 31, 2025, from HKD55,584,053 as of September 30, 2024, which was primarily driven by repayments to related parties.

Accounts receivables, net

Accounts receivables represented receivables from our customers arising from our sales. We generally grant our customers a credit period ranging from 30 to 120 days, depending on their reputation, transaction history and the products purchased. Our accounts receivables, net, increased by 12.6% to HKD8,999,642 (US$1,156,781) as of March 31, 2025 from HKD7,995,298 as of September 30, 2024, which was primarily driven by the sales transactions near period end.

Our provision for doubtful accounts increased by 6.1% to HKD227,000 (US$29,178) as of March 31, 2025, from HKD213,927 as of September 30, 2024. This increase was primarily driven by increase in outstanding balances.

Our management regularly reviews outstanding accounts and recognizes an allowance for expected credit losses. When collection of the original invoice amounts is no longer probable, we will either partially or fully write-off the balance against the allowance for expected credit losses. In establishing the required allowance for expected credit losses, management considers historical collection experience, aging of the receivables, the economic environment,

industry trend analysis, and the credit history and financial conditions of the customers. Our management reviews our receivables on a regular basis to determine if the bad debt allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for expected credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.

Inventories, net

Our inventories, net, balance decreased by 74.9% from HKD10,449,510 as of September 30, 2024 to HKD 2,620,125 (US$336,781) as of March 31, 2025. This decrease was primarily driven by sales of inventories outweighing the purchases.

Taxes receivable

Our taxes receivable balance increased by 100% from HKD0 as of September 30, 2024 to HKD542,644 (US$69,749) as of March 31, 2025. This increase was primarily driven by the prepayment of provisional tax.

Prepayments

Prepayments increased by 90.2% to HKD967,419 (US$124,349) as of March 31, 2025, from HKD508,669 as of September 30, 2024, which was primarily driven by insurance and rental prepayments.

Amount due from related party

Our amount due from related party reflects payments made on behalf of related parties by the Company. As of March 31, 2025, the amount due from related party decreased significantly by 100%, decreasing from HKD77,730 as of September 30, 2024, to HKD0 (US$0) as of March 31, 2025. This decrease was primarily attributable to settlements in the current period.

Other current assets

Other current assets decreased by 80% to HKD13,283 (US$1,707) as of March 31, 2025, from HKD66,335 as of September 30, 2024, which was primarily driven by decrease in interest receivables.

Accounts payable

Our accounts payable decreased by 4.9% to HKD4,218,024 (US$547,397) as of March 31, 2025, from HKD4,436,346 as of September 30, 2024. The decrease in our accounts payable was attributable to faster settlements in the current period.

Operating lease obligation, current

The operating lease obligation primarily relates to our office in Hong Kong. As of March 31, 2025, our operating lease obligation increased by 1.3% to HKD2,419,005 (US$310,930) from HKD2,388,281.

Taxes payable

Our taxes payable decreased by 100% to HKD0 (US$0) as of March 31, 2025, from HKD3,488,809 as of September 30, 2024. This decrease was due to settlements and the prepayment of provisional tax outweighing the tax expenses in the current period.

Accrued expenses

Our accrued expenses increased by 5.5% to HKD2,526,390 (US$324,733) as of March 31, 2025 from HKD2,393,790 as of September 30, 2024, which was primarily driven by provision for audit fee offset by settlements in current period.

Amounts due to related parties

The amounts due to related parties significantly decreased by 99.8% to HKD118,322 (US$15,209) as of March 31, 2025, from HKD48,903,919 as of September 30, 2024. This decrease was primarily related to settlements in the current period.

Other payables

Other payables decreased by 64.3% to HKD259,244 (US$33,323) as of March 31, 2025, from HKD726,631 as of September 30, 2024. This decrease in other payables was attributable to decrease in payables to customers, decrease in staff costs payables and faster settlements on administrative expenditures.

Cash Flows

Our use of cash is primarily related to operating activities and deferred initial public offering costs. We have historically financed our operations primarily through the cash flow generated from our operations.

The following table sets forth a summary of our cash flows information for the period indicated:

Net cash provided by operating activities

Our cash inflow from operating activities was principally from receipts from sales. Our cash outflow used in operating activities was principally for payment of purchases of manufactured goods, staff costs and other operating expenses.

For the six months ended March 31, 2024, net cash provided by operating activities of HKD22,805,301 primarily resulted from our net income of HKD14,302,245, as adjusted for impairment loss in inventories and changes in operating assets and liabilities.

For the six months ended March 31, 2025, net cash provided by operating activities of HKD5,658,107 (US$727,272) primarily resulted from our net income of HKD3,777,452 (US$485,540), as adjusted for impairment loss in inventories and changes in operating assets and liabilities.

Net cash provided by (used in) investing activities

For the six months ended March 31, 2024, net cash used in investing activities was HKD13,160, which were funds primarily used in expense payable on behalf of a related party.

For the six months ended March 31, 2025, net cash used by investing activities was HKD19,962 (US$2,566), which were funds primarily provided by repayment from a related party.

Net cash used in financing activities

For the six months ended March 31, 2024, net cash used in financing activities was HKD112,295, which were primarily for repayment to related parties.

For the six months ended March 31, 2024, net cash used in financing activities was HKD52,948,040 (US$6,805,748), which was primarily related to repayment to related parties, dividends paid, payments for deferred initial public offering costs.

Capital Expenditures

We did not incur significant capital expenditures for the six-month periods ended March 31, 2024 and March 31, 2025.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

Quantitative and Qualitative Disclosure About Market Risk

Credit risk

Our assets that are potentially subject to a significant concentration of credit risk primarily consist of cash and accounts receivable.

We believe that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions. As of September 30, 2024, our cash balance of HKD55,584,053 was maintained at a major reputable bank. As of March 31, 2025, our cash balance of HKD8,499,277 (approximately US$1,092,466) was maintained at a major reputable bank.

We have designed credit policies with an objective to minimize their exposure to credit risk. Our accounts receivable is short term in nature and the associated risk is minimal. We conduct credit evaluations on our customers and generally do not require collateral or other security from such customers. We periodically evaluate the creditworthiness of the existing customers in determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

We are also exposed to risk from accounts receivable. These assets are subject to credit evaluations. An allowance, where applicable, would make up for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

Our credit risk is also controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through regularly evaluating the collectability of financial assets, based on a combination of factors such as credit worthiness, past transaction history, current economic industry trends and changes in payment patterns. We identify credit risk collectively based on industry and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Interest rate risk

In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative financial instruments held by us, such as cash deposits, at the end of the reporting period, we are not exposed to significant interest rate risk as the interest rates are not expected to change significantly.

Inflation Risk

Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

Liquidity Risk

We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. To manage liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effects of fluctuations in cash flows.

Foreign Exchange Risk

Our reporting currency and functional currency is HKD. However, we also conduct transactions in currencies other than the HKD. All of our assets are denominated in HKD. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rates between the HKD and other currencies. For example, if the HKD appreciates relative to the other currencies in which we generate revenues, we will have lower reported revenues as expressed in HKD terms. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

Concentration of Risks

Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with financial institutions with high-credit ratings and quality.

Accounts receivable primarily comprise of amounts receivables from our customers. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these customers. The Company establishes a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information.

Concentration of customers

For the six months ended March 31, 2024, there were three customers each generating over 10% of the Company’s total revenue for the year, and they in aggregate accounted for approximately 70% of our total revenue for the year.

For the six months ended March 31, 2025, there were two customers each generating over 10% of the Company’s total revenue for the year, and they in aggregate accounted for approximately 76% of our total revenue for the year.

As of September 30, 2024, a major customer accounted for 94% of the Company’s total accounts receivables.

As of March 31, 2025, two major customers accounted for 69% and 18% of the Company’s total accounts receivables, respectively.

Results of Operations

For the Fiscal Year Ended September 30, 2023, compared to Fiscal Year Ended September 30, 2024

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our total revenues for the periods indicated.

____________

*        Less than 0.1%

Revenue

Our revenue is primarily generated from the sales of loose pearls and finished jewelry products, contributing 58.2% and 41.8% of total revenue, respectively, for the year ended September 30, 2023. In the fiscal year ended September 30, 2024, sales of loose pearls and finished jewelry products accounted for 49.8% and 50.2% of total revenue, respectively.

Total revenue decreased by HKD8,702,071, or 12%, for the fiscal year ended September 30, 2024, compared to the fiscal year ended September 30, 2023. This decline was primarily driven by a decrease in revenue from pearl sales, which fell by HKD10,663,014, or 24%, year over year. However, revenue from jewelry sales increased by HKD1,960,943, or 6%, compared to the prior year. As a result, total revenue for the fiscal year ended September 30, 2024, declined overall.

Merchandise costs

Our merchandise costs are primarily generated from the sales of inventories and the impairment loss in inventories. Total merchandise costs decreased by HKD10,146,167, or 21%, for the fiscal year ended September 30, 2024, compared to the fiscal year ended September 30, 2023. This decline was primarily driven by a decrease in sales volume. The impairment loss in inventories decreased to HKD3,177,100 (US$408,930) for the fiscal year ended September 30, 2024 from HKD3,793,284 for the fiscal year ended September 30, 2023, mainly due to decrease in slow-moving inventories.

Cash and cash equivalents

Cash and cash equivalents increased by 150.2% to HKD55,584,053 (US$7,154,319) for the year ended September 30, 2024, from HKD22,218,410 for the year ended September 30, 2023, which was primarily driven by HKD23,869,315 of net cash provided by operating activities and the advance of HKD11,000,000 received from Splendid Wealth Investments Limited, a related party, during the fiscal year ended September 30, 2024.

Accounts receivables, net

Accounts receivables represented receivables from our customers arising from our sales. We generally grant our customers a credit period ranging from 30 to 120 days, depending on their reputation, transaction history and the products purchased. Our accounts receivables, net, decreased by 48% to HKD7,995,298 (US$1,029,089) for the year ended September 30, 2024 from HKD15,392,175 for the year ended September 30, 2023, which was primarily driven by an increase in the provision for doubtful accounts as well as a decrease in number of orders.

Our provision for doubtful accounts increased by 85.3% to HKD213,927 (US$27,535) as of September 30, 2024, from HKD115,422 as of September 30, 2023. This increase was primarily driven by a higher historical loss rate of one of the customers.

Our management regularly reviews outstanding accounts and recognizes an allowance for expected credit losses. When collection of the original invoice amounts is no longer probable, we will either partially or fully write-off the balance against the allowance for expected credit losses. In establishing the required allowance for expected credit losses, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Our management reviews our receivables on a regular basis to determine if the bad debt allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for expected credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.

Inventories, net

Our inventories, net, balance decreased by 32.3% from HKD15,445,767 as of September 30, 2023 to HKD 10,449,510 (US$1,344,974) as of September 30, 2024. The sales volume, outweighed the purchases volume, leading to decrease in inventories, net. In addition, impairment loss in inventories of HKD3,177,100 (US$408,930) also contributed to the decrease in inventories, net.

Prepayments

Prepayments increased by 17.3% to HKD508,669 (US$65,472) for the year ended September 30, 2024, from HKD433,630 for the year ended September 30, 2023, which was primarily driven by increased prepayments for trade exhibitions to be held in Hong Kong.

Short-term deposits

Short-term deposits decreased by 100% to HKD0 (US$0) for the year ended September 30, 2024, from HKD550,000 for the year ended September 30, 2023, which was primarily driven by the full settlement in the current year.

Amount due from related party

Our amount due from related party reflects payments made on behalf of related parties by the Company. As of September 30, 2024, the amount due from related party increased significantly by 26.2%, rising from HKD61,570 as of September 30, 2023, to HKD77,730 (US$10,005). This increase was primarily attributable to additional payments made on behalf of New Jumbo Global Limited, a related party, total HKD16,160 (US$2,080) as of September 30, 2023.

Long-term deposits

Long-term deposits increased by 96% to HKD1,584,218 (US$203,908) for the year ended September 30, 2024, from HKD808,077 for the year ended September 30, 2023, which was primarily driven by the increase in rental deposit.

Right-of-use assets — operating lease

Right-of-use assets — operating lease increased by 182.3% to HKD7,457,243 (US$959,835) for the year ended September 30, 2024, from HKD2,641,589 for the year ended September 30, 2023, which was primarily driven by the new lease agreement signed in the current year.

Accounts payable

Our accounts payable decreased by 58% to HKD4,436,346 (US$571,010) as of September 30, 2024, from HKD10,556,805 as of September 30, 2023. The decrease in our accounts payable was attributable to improved repayments made during the fiscal year.

Operating lease obligation, current

The operating lease obligation primarily relates to our office in Hong Kong. As of September 30, 2024, our operating lease obligation decreased by 6% to HKD2,388,281 (US$307,400) from HKD2,543,263, this was primarily driven by increase in office space lease during the fiscal year.

Taxes payable

Our taxes payable increased by 318% to HKD3,488,809 (US$ 449,051) as of September 30, 2024, from HKD835,491 as of September 30, 2023. This increase was due to the current tax expenses of HKD2,673,126 offset by a payment of HKD19,808 in the current year.

Accrued expenses

Our accrued expenses increased to HKD2,393,790 (US$308,109) as of September 30, 2024 from HKD53,000 as of September 30, 2023, principally due to higher accrual of legal, professional and auditor’s expenses incurred during the fiscal year for the preparation of our initial public offering.

Amounts due to related parties

The amounts due to related parties increased by 27.4% to HKD48,903,919 (US$6,294,508) as of September 30, 2024, from HKD38,375,303 as of September 30, 2023. This increase was primarily related to the advance of HKD11,000,000 received from Splendid Wealth Investments Limited, a related party, during the fiscal year ended September 30, 2024.

Other payable

Other payable decreased by 74.7% to HKD726,631 (US$93,526) as of September 30, 2024, from HKD2,868,494 as of September 30, 2023. The decrease in other payable was attributable to the repayment made during the year.

Cash Flows

Our use of cash is primarily related to operating activities and deferred initial public offering costs. We have historically financed our operations primarily through the cash flow generated from our operations.

The following table sets forth a summary of our cash flows information for the years indicated:

We believe that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions. As of September 30, 2023, our cash balance of HKD22,218,410 was maintained at a major reputable bank. As of September 30, 2024, our cash balance of HKD55,584,053 (approximately $7,154,319) was maintained at a major reputable bank.

We have designed credit policies with an objective to minimize their exposure to credit risk. Our accounts receivable is short term in nature and the associated risk is minimal. We conduct credit evaluations on our customers and generally do not require collateral or other security from such customers. We periodically evaluate the creditworthiness of the existing customers in determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

We are also exposed to risk from accounts receivable. These assets are subject to credit evaluations. An allowance, where applicable, would make up for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

Our credit risk is also controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through regularly evaluating the collectability of financial assets, based on a combination of factors such as credit worthiness, past transaction history, current economic industry trends and changes in payment patterns. We identify credit risk collectively based on industry and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Interest rate risk

In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative financial instruments held by us, such as cash deposits, at the end of the reporting period, we are not exposed to significant interest rate risk as the interest rates are not expected to change significantly.

Inflation Risk

Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

Liquidity Risk

We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. To manage liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effects of fluctuations in cash flows.

Foreign Exchange Risk

Our reporting currency and functional currency is HKD. However, we also conduct transactions in currencies other than the HKD. All of our assets are denominated in HKD. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rates between the HKD and other currencies. For example, if the HKD appreciates relative to the other currencies in which we generate revenues, we will have lower reported revenues as expressed in HKD terms. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

Concentration of Risks

Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with financial institutions with high-credit ratings and quality.

Accounts receivable primarily comprise of amounts receivables from our customers. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these customers. The Company establishes a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information.

Concentration of customers

For the year ended September 30, 2023, there were three customers each generating over 10% of the Company’s total revenue for the year, and they in aggregate accounted for approximately 53% of our total revenue for the year.

For the year ended September 30, 2024, there were three customers each generating over 10% of the Company’s total revenue for the year, and they in aggregate accounted for approximately 73% of our total revenue for the year.

As of September 30, 2023, three major customers accounted for 33%, 32%, and 14% of the Company’s total accounts receivables, respectively.

As of September 30, 2024, a major customer accounted for 94% of the Company’s total accounts receivables.

Concentration of suppliers

For the year ended September 30, 2023, two suppliers accounted for 34% and 10% of our total purchases, respectively.

For the year ended September 30, 2024, two suppliers accounted for 34% and 27% of our total purchases, respectively.

As of September 30, 2023, three suppliers accounted for 45%, 32% and 14% of the total balance of accounts payable, respectively.

As of September 30, 2024, three suppliers accounted for 35%, 32% and 14% of the total balance of accounts payable, respectively.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include allowance for expected credit losses of accounts receivables and net realizable value of Inventories.

We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this annual report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) allowance for doubtful accounts; and (iii) valuation of inventory. See “Note 2 — Summary of Significant Accounting Policies” to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

Accounts receivables and allowance for expected credit losses

Accounts receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts overdue 30 days.

The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivables balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income (loss). Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Allowance for expected credit losses accounts was HKD115,422 and HKD213,927 (US$27,535) as of September 30, 2023 and 2024, respectively.

Inventories, net

Inventories, net are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the first-in-first-out formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. The cost of inventories includes an appropriate share of production overheads calculated based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The inventory is written down to the net realizable value when the net realizable value is lower than the cost.

The Company records adjustments to its inventories for estimated obsolescence or reductions in net realizable value, measured as the difference between the cost of the inventories and their estimated net realizable value. At the time of loss recognition, the Company assesses whether any impairment of inventories exists at year end. Subsequent changes in facts and circumstances do not result in the restoration or increase of the newly established cost basis.

For the years ended September 30, 2023 and 2024, the Company recognized the impairment loss in inventories of HKD3,793,284, and HKD3,177,100 (US$408,930), respectively.

Recently Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 “Summary of Significant Accounting Policies — Recent Accounting Pronouncements” of our consolidated financial statements.

C&K Group’s lack of effective internal controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud, which may affect the market for and price of C&K Group’s Class A Ordinary Shares.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, C&K Group was a private company with limited accounting personnel and other resources for addressing C&K Group’s internal control over financial reporting. C&K Group’s management has not completed an assessment of the effectiveness of C&K Group’s internal control over financial reporting and its independent registered public accounting firm has not conducted an audit of C&K Group’s internal control over financial reporting. However, in connection with the audits of C&K Group’s consolidated financial statements as of September 30, 2023 and 2024, C&K Group and its independent registered public accounting firm identified material weaknesses in C&K Group’s internal control over financial reporting as well as other control deficiencies for the above mentioned periods. As defined in the standards established by the 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 C&K Group’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and iii) a lack of independent directors and an audit committee to establish formal risk assessment process and internal control framework.

C&K Group intends to implement measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of polices and controls in place; and iii) appointing independent directors, establishing an audit committee and strengthening corporate governance.

C&K Group will be subject to the requirement that it maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, C&K Group’s business, financial condition, results of operations and prospects, as well as the market for and trading price of C&K Group’s Class A Ordinary Shares, may be materially and adversely affected if C&K Group does not have effective internal controls. Before the initial public offering of the Company, C&K Group was a private company with limited resources. As a result, C&K Group may not discover any problems in a timely manner and current and potential shareholders could lose confidence in C&K Group’s financial reporting, which would harm C&K Group’s business and the trading price of C&K Group’s Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing C&K Group’s Class A Ordinary Shares and may make it more difficult for C&K Group to raise funds in a debt or equity financing.

Additional material weaknesses or significant deficiencies may be identified in the future. If C&K Group identifies such issues or if C&K Group is unable to produce accurate and timely financial statements, its stock price may decline and it may be unable to maintain compliance with the Nasdaq Listing Rules.

INDUSTRY

Overview of Pearls

Pearls are the result of a biological process that occurs within a living mollusk such as an oyster, mussel or clam. Pearls form when a tiny foreign object enters a mollusk and the mollusk covers the object with nacre to protect itself. Layers of nacre cover the foreign object and thus form a pearl. According to Brainy Insights and Stellar Market Research, pearls come in various shapes, sizes, and colors. They range from the classic white Akoya pearls to exotic Tahitian black pearls. The production of pearl jewelry involves both natural and cultured processes. Pearls have a long history of different uses and are one of the major types of materials for jewelry products. According to Stellar Market Research, pearl jewelry covers a variety of products inclusive of necklaces, earrings, bracelets, rings, pendants in different shapes, sizes and colors. According to Brainy Insights, pearl jewelry symbolizes purity, elegance, and sophistication. Pearls are often worn for formal occasions like weddings and anniversaries, and for everyday wear. Moreover, pearls have cultural significance and are often associated with wealth, royalty, and spirituality in many societies worldwide. Pearl jewelry is versatile, durable, and carries intrinsic value. Pearl jewelry complements various fashion styles, from casual to formal attires. (Sources: (i) https://www.thebrainyinsights.com/report/pearl-jewelry-market-14174, and (ii) https://www.stellarmr.com/report/Pearl-Jewelry-Market/1882).

Types of Pearls

Natural pearls form when an irritant enters a living mollusk and triggers the mollusk’s secretion of nacre, leading to pearl formation over time. Cultured pearls are cultivated with human intervention and through controlled farming methods, where a nucleus is inserted into the mollusk to stimulate pearl formation. Most pearls cultivated for commercial use are cultured pearls that are grown and prepared in pearl farms. In pearl farming, oysters and mussels are nucleated and/or grafted and then cultivated for 2 to 5 years for pearls to grow and develop.

Pearls are mainly categorized into two types based on their production environment or geographical location of cultivation: saltwater pearls and freshwater pearls. Saltwater pearls include South Sea pearls, Tahitian pearls and the Japanese-originated Akoya pearls that are cultivated in ocean waters, such as a lagoon, or the open sea. South Sea pearls are grown in Australia, Indonesia and the Philippines, whereas Tahitian pearls are grown in French Polynesian and the Pacific Islands. Freshwater pearls are farmed and cultivated in freshwater areas such as lakes, rivers and reservoirs. Freshwater pearls are mainly grown in the PRC, Japan and the United States.

The Global Market

According to Stellar Market Research, the pearl jewelry industry contributes to the economic development of pearl producing regions and supports the livelihood of oyster farming communities. Further, the North America region dominated the global pearl jewelry market in 2023 and is expected to continue maintaining a high market share during the forecasted period from 2024 to 2030.

Additionally, according to IMARC Group, the global pearl jewelry market size was approximately US$13.2 billion in 2024 and is expected to reach US$34.6 billion by 2033; growing at a compound annual growth rate (“CAGR”) of 10.73% from 2025 to 2033. (Source: https://www.imarcgroup.com/pearl-jewelry-market).

Future Market Development