As filed with the U.S. Securities and Exchange Commission on October 10, 2025.

Registration No.            

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

_____________________________________

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

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SONIC LIGHTING, INC.

(Exact Name of Registrant as Specified in its Charter)

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19385 E. Walnut Drive North
City of Industry, CA 91748
(626) 934-8884

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Vcorp Services. LLC
701 S. Carson Street, Suite 200
Carson City, NV 89701
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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Copies to:

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:

If an emerging growth company, 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 submits 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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

2,475,000 Shares of Common Stock

SONIC LIGHTING, INC.

This is the initial public offering, or the “offering,” of 2,475,000 shares of common stock, par value US$0.0001 per share, of SONIC LIGHTING, INC., a Nevada corporation (the “Company”), on a firm commitment basis.

We expect that the initial public offering price will be between US$4.00 and US$5.00 per share. Prior to this offering, there has been no public market for our common stock. We intend to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SONC”. However, there is no assurance that the offering will close and that our common stock will be trading on Nasdaq. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

The Company is authorized to issue 100,000,000 shares of capital stock, consisting of 80,000,000 shares of common stock, par value US$0.0001 per share, and 20,000,000 shares of preferred stock, par value US$0.0001 per share. 20,000,000 shares were designated to be series A preferred stock (the “Series A Preferred Stock”) out of the 20,000,000 shares of preferred stock. Each share of common stock is entitled to one vote and each share of Series A Preferred Stock is entitled to 20 votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends.

Unless otherwise indicated, all information in this prospectus reflects a 1-for-10,000 forward split of our issued and outstanding shares of common stock and Series A Preferred Stock, effected on October 1, 2025. Upon the completion of this offering, the Company will have 16,475,000 shares of common stock outstanding if the underwriters do not exercise their over-allotment option, or 16,846,250 shares of common stock outstanding if the underwriters exercise their over-allotment option in full. Mr. Dao Chung Cheung, Mr. Nelson Yin Ho Li, Mr. Ka Kit Mak and Mr. Anthony Shing Him Wai, or the Founders of the Company, will beneficially own 14,000,000 shares of common stock and 6,000,000 shares of Series A Preferred Stock, representing 98.19% of the total voting power of our issued and outstanding share capital immediately following the completing of this offering assuming the underwriters do not exercise their over-allotment option, or 97.92% of our total voting power if the underwriters exercise their over-allotment option in full. 87.93% of the voting power from the Founders will stem from the Series A Preferred Stock. As such, we will be deemed a “controlled company” under Nasdaq Company Guide Section 801(a). However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Company Guide. See “Prospectus Summary — Implications of Being a Controlled Company” on page 6.

The Company qualifies as an “emerging growth company” and “smaller reporting company” and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Smaller Reporting Company” on page 5.

Investing in our common stock involves significant risks. The risks could result in a material change in 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. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our common stock.

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(1)       Assuming the public offering price is US$4.00, the low point of the price range set forth on the cover page of this prospectus.

(2)       We have agreed to pay the underwriters a fee equal to 7.5% of the gross proceeds of the offering. See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

We have granted the underwriters an option, exercisable for 45 days after the closing date of this offering, to purchase up to an additional fifteen percent (15%) of the shares of common stock offered in this offering on the same terms to cover over-allotments.

The underwriters are selling the shares of common stock in this offering on a firm-commitment basis.

The underwriters expect to deliver the shares of common stock against payment in U.S. dollars to purchasers on or about     , 2025.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

D. Boral Capital

The date of this prospectus is     , 2025.

TABLE OF CONTENTS

About this Prospectus

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the U.S. Securities and Exchange Commission. We and the underwriters have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources we believe to be reliable, although we do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

Conventions that Apply to this Prospectus

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

•        “AR insurance” are to accounts receivable insurance;

•        “Company” or “SLI” are to SONIC LIGHTING, INC., a Nevada corporation incorporated on March 4, 2025;

•        “Controlling Stockholders”, “Founders”, or “Executive Directors” are to Mr. Nelson Ho Yin Li, Mr. Ka Kit Mak, Mr. Anthony Shing Him Wai and Mr. Dao Chung Cheung;

•        “DOT” are to the Department of Transportation;

•        “FMVSS” are to the Federal Motor Vehicle Safety Standards;

•        “NHTSA” are to the National Highway Traffic Safety Administration;

•        “SAE” are to the Society of Automotive Engineers;

•        “Sonic OpCo” are to Sonic Lighting, Inc., the Company’s operating subsidiary and a California corporation incorporated on May 7, 2010;

•        “sqf” are to square feet;

•        “WIPO” are to the World Intellectual Property Organization;

•        “WD” are to wholesale distributors; and

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

RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, 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 occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. The risks described below and in the sections referenced above 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 shares of common stock if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We compete with numerous automotive parts manufacturers in a highly competitive market. Competition can affect customer preferences, reduce demand for the products we resell, negatively affect our product sales mix, leverage greater financial resources, or cause us to lower prices, any or all of which could adversely affect our financial condition, liquidity or results of operation.

Our markets are highly competitive. We compete for sales of automotive parts with many manufacturers and large-sized wholesale distributors of automotive parts as well as with manufacturers who also produce other types of automotive parts products. Many of the automotive parts companies have established relationships with competitive remarketing companies. Certain of our competitors may currently or in the future have greater financial resources than we do. Due to the limited number of automotive parts sellers, particularly in the U.S., the absence of long-term contractual commitments between us and our sellers and the increasingly competitive market environment, there can be no assurance that our competitors will not gain market share at our expense.

Furthermore, some of our competitors have greater financial resources than we do. Competition can reduce demand for the products we resell, negatively affect our product sales mix or cause us to lower prices. Our customers consider our products’ performance, quality and styling, as well as customer service and price when deciding whether to purchase our products. Shifting consumer preference in our highly competitive markets whether for performance, product content, styling preferences, or our inability to develop and offer new competitive performance features, could have an adverse effect on our sales.

We may also encounter significant competition for local, regional, and national supply agreements with automotive parts sellers. There can be no assurance that the existence of other local, regional, or national contracts entered into by our competitors will not have a material adverse effect on our business or our expansion plans.

In addition, excess industry capacity for certain products in several geographic markets could lead to industry consolidation and/or increased price competition. We are also subject to potential increased price competition from overseas competitors, which may have lower cost structures. Our failure to compete effectively through the management of our product portfolio, by meeting consumer preferences and gaining market leadership could have a material adverse effect on our financial condition, liquidity or results of operations.

We depend on a limited number of major automotive parts distributors for a substantial portion of our revenues. The loss of one or more of these major distributors could adversely affect our consolidated results of operations and financial position, and an inability to increase our sources of automotive parts supply could adversely affect our growth rates.

Two wholesale distributors accounted for more than 10% of our consolidated revenues for the fiscal years ended December 31, 2024 and 2023, respectively, and have historically accounted for a substantial portion of our revenues. Automotive parts distributors have terminated agreements with us in the past and there can be no assurance that our existing agreements will not be canceled. Furthermore, there can be no assurance that we will be able to enter into future agreements with automotive parts distributors or that we will be able to retain our existing supply of automotive parts. A reduction in automotive parts from a significant automotive parts seller or any material changes in the terms of an arrangement with a significant automotive parts seller could have a material adverse effect on our consolidated results of operations and financial position. In addition, a failure to increase our sources of automotive parts supply could adversely affect our earnings and revenue growth rates.

If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives.

Our future success depends in large part upon the leadership and performance of our executive management team, all of whom are employed on an at-will basis and none of whom are subject to any agreements not to compete. If we lose the service of one or more of our senior executives or key employees, or if one or more of the senior executives or key employees decide to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives.

More generally, our future success also depends on our ability to attract and retain a talented workforce. The labor market is highly competitive, and our business could be adversely affected if we are unable to attract and retain talented personnel in our organization at appropriate staffing levels.

Additionally, while we have maintained positive relationships with our staff, labor-related risks, including challenges in recruitment or employee turnover, may impact our operations. The automotive aftermarket industry is highly competitive in talent acquisition, and any difficulty in hiring skilled workers or maintaining adequate staffing levels could disrupt production and service capacity. A shortage of qualified employees or labor disruptions may negatively affect operational efficiency, customer service, and, ultimately, financial performance.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. New products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of automotive parts or away from these types of products altogether. While we strive to remain responsive to market trends, our research and development capabilities and resources may be more limited compared to larger competitors in the industry. As a result, we may be slower to identify emerging trends, develop new products, or adapt to shifting consumer demands, placing us at a competitive disadvantage. Since our future success depends in part on our ability to anticipate and respond to these changes, failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales, excess inventory levels, and diminished market share, which could have a material adverse effect on our financial condition.

We have significant levels of sales in certain channels of distribution and reduction in sales through these channels could adversely affect our business.

A significant amount of our sales is generated through a few key customers, including large-sized wholesale distributors. We consider major customers to be those that accounted for more than 10% of sales revenues. For the fiscal year ended December 31, 2024, two major customers accounted for a total of 52% of our total revenues. For the fiscal year ended December 31, 2023, two major customers accounted for a total of 58% of our total revenues. A change in strategy by these customers to emphasize products at a lower price point than we currently offer will limit future sales opportunities with these customers. The reductions of sales through this channel could adversely affect our business if we are not able to replace the volume through other sales outlets and product offerings.

Our business relies on third-party suppliers for key materials and components, with no long-term contracts in place, making us vulnerable to supply disruptions, price fluctuations, and quality issues. Any delays, price increases, or failures to meet quality standards could negatively impact our ability to deliver products on time and maintain customer satisfaction. These supply chain risks could adversely affect our financial condition, liquidity, and overall results of operations.

Our operations are highly dependent on the efficiency, reliability, and consistency of our supply chain. We do not maintain long-term contracts with our suppliers but instead foster relationships based on quality, service, competitive pricing, and timely delivery. This approach can make us vulnerable to various supply chain risks, including disruptions in the availability of products, fluctuations in supplier pricing, and any failure by suppliers to meet our quality standards or delivery timelines.

Our reliance on third-party suppliers for key components, combined with the lack of long-term contracts, exposes us to risks associated with market volatility, shifts in supply chain dynamics, or unforeseen events such as natural disasters, geopolitical tensions, or pandemics, which may disrupt production schedules and cause delays. Any disruptions, whether

local or global, could lead to shortages of essential materials or components, which may hinder our ability to manufacture and deliver products on time. These delays in supply chain management could result in stockouts, missed sales opportunities, and diminished customer satisfaction, potentially leading to a loss of business or long-term customer relationships.

Furthermore, the quality of products delivered by our suppliers is crucial to maintaining the standards we promise to our customers. If our suppliers fail to meet agreed-upon quality benchmarks or deliver defective goods, it could result in product recalls, customer complaints, or reputational damage. We have established a rigorous process for evaluating and selecting suppliers, but we may still be exposed to risks arising from unforeseen defects or quality issues that are only identified after production begins. Such quality failures could not only harm our brand but also incur additional costs for remediation, replacements, or customer compensation.

To mitigate these risks, we are continually evaluating and working closely with our suppliers to ensure that they meet our standards. However, despite these efforts, supply chain disruptions remain a significant risk. A material disruption in the supply of raw materials or finished goods, an unexpected price increase, or a failure to maintain product quality could negatively impact our ability to fulfill customer orders, which in turn could harm our financial condition, liquidity, or results of operations.

Demand for our products can be influenced by general economic conditions, and downturns in consumer spending or automotive aftermarket activity could adversely affect our financial condition, liquidity or results of operations.

Our business is sensitive to changes in overall economic conditions, particularly consumer spending patterns and trends in the automotive aftermarket industry. Demand for aftermarket automotive lighting products is influenced by factors such as disposable income levels, interest rates, fuel prices, vehicle sales, and consumer confidence — many of which are beyond our control. During periods of economic downturn or uncertainty, consumers may reduce discretionary spending on vehicle upgrades and modifications, leading to lower demand for our products. Additionally, fluctuations in the supply chain, raw material costs, or labor shortages could further impact our ability to compete effectively. A prolonged decline in consumer spending or reduced activity in the automotive aftermarket industry could have a material adverse effect on our financial condition, liquidity or results of operations.

Our business is exposed to risks associated with online commerce security and credit card fraud.

Consumer concerns over the security of transactions conducted on the internet or the privacy of users may inhibit the growth of the internet and online commerce. To securely transmit confidential information such as customer credit card numbers, we rely on encryption and authentication technology. Unanticipated events or developments could result in a compromise or breach of the systems we use to protect customer transaction data. Furthermore, our servers may also be vulnerable to viruses transmitted via the internet and other points of access. While we proactively check for intrusions into our infrastructure, a new or undetected virus could cause a service disruption.

We maintain an information security program and our processing systems incorporate multiple levels of protection in order to address or otherwise mitigate these risks. Despite these mitigation efforts, there can be no assurance that we will be immune to these risks and not suffer losses in the future. Under current credit card practices, we may be held liable for fraudulent credit card transactions and other payment disputes with customers. As such, we have implemented certain anti-fraud measures, including credit card verification procedures. However, a failure to adequately prevent fraudulent credit card transactions could adversely affect our consolidated financial position and results of operations.

Our security measures may also be breached due to employee error, malfeasance, insufficiency, or defective design. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to our data or our users’ or customers’ data. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could have an adverse effect on our consolidated financial position and results of operations.

We may be exposed to litigation, claims and other legal proceedings in the ordinary course of business relating to our products or business, which could have a material adverse effect on our business, results of operations and financial condition.

In the ordinary course of business, we may be subject to a variety of work-related and product-related claims, lawsuits and legal proceedings, including those relating to product liability, warranty disputes, product recalls, compliance with import regulations, employment matters, government enforcement actions, and other matters that are inherently

subject to many uncertainties regarding the possibility of a loss to our business. As an importer and distributor of aftermarket automotive lighting products, we must ensure that our products comply with U.S. Department of Transportation, National Highway Traffic Safety Administration (NHTSA) and state-specific regulations. Any alleged non-compliance with these laws could result in regulatory penalties, recalls, import restrictions, or consumer lawsuits.

Additionally, employment-related claims and other regulatory compliance issues could present legal and financial risks. For example, in 2013, we were served with a penalty notice by the U.S. Department of Homeland Security and U.S. Immigration and Customs Enforcement for violations of employment eligibility verification requirements, which we later settled. In 2016, we were the subject of a charge of discrimination filed with the U.S. Equal Employment Opportunity Commission (EEOC), which was later dismissed.

Although we have product liability and business insurance, our policies may not provide coverage for all claims against us or be sufficient to satisfy judgments or settlements. Additionally, adverse publicity from legal claims, even if unfounded, could damage our reputation, adversely affect our brand perception and sales. Defending against these claims, whether successful or not, could divert management’s attention and lead to significant legal expenses, potentially having a material adverse effect on our business, financial condition, and results of operations.

Our business operations could suffer significant losses from natural disasters, catastrophes, fires, or other unexpected events.

Our business relies on several key facilities, including our approximate 140,000 square-foot corporate headquarters in the City of Industry, California, an approximately 200,000 square-foot warehouse in Summerville, South Carolina, and a 90,000 square-foot facility in Dallas, Texas. These locations allow us to efficiently serve our customers across the United States and ensure fast and reliable service while maintaining high standards of quality control. Additionally, we sublease portions of these facilities to distributors for product distribution, generating certain income from the rental or fee sharing agreements.

However, these facilities are subject to significant risks from natural disasters, such as earthquakes, floods, hurricanes, or tornadoes, as well as fires, adverse weather conditions, and other unforeseen events. Any of these events could disrupt our ability to operate efficiently and could result in material damage to our facilities, as well as to the goods of our suppliers and customers. These risks could also impact the subleased space, leading to potential disruptions for our partners and affecting our rental income.

In the event of such a catastrophe, we could suffer uninsured losses, including damage to our reputation, operational capacity, and inventory. We may also face additional liabilities related to business interruption and disruption of the supply chain, particularly if a supplier or customer’s operations are affected. These disruptions could result in delays or interruptions in the production and delivery of our products, which would have a material adverse effect on our business, financial condition, and results of operations.

Moreover, unforeseen events at our facilities could also impair our ability to fulfill existing contracts, causing reputational harm and loss of customer trust, further compounding the potential financial impacts.

We may need to defend ourselves against trademark infringement, or other intellectual property claims, which may be time-consuming and cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our automotive products or components, which could make it more difficult for us to operate our business. We may receive inquiries from patent or trademark owners inquiring whether we infringe on their proprietary rights. Companies owning patents or other intellectual property rights relating to automotive products may allege infringement of such rights. In response to a determination that we have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

•        cease development, sales, or use of automotive parts that incorporate the asserted intellectual property;

•        pay substantial damages;

•        obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all;

A successful claim of infringement against us could materially adversely affect our business, prospects, operating results and financial condition. Any litigation or claims, whether valid or invalid, could result in substantial costs and diversion of resources.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and damage to our business relationships, all of which could negatively impact our business and results of operations.

Cyber incidents may result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation and damage to our tenants. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. Any processes, procedures and internal controls that we implement, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that our financial results, operations, business relationships, confidential information or price of the common stock will not be negatively impacted by such an incident.

Insider or employee cyber and security threats are increasingly a concern for all companies, including us. In addition, social engineering and phishing are a particular concern for companies with employees. We are continuously working to deploy information technology systems and to provide employee awareness training around phishing, malware and other cyber risks to ensure that we are protected against cyber risks and security breaches. Such technology and training, however, may not be sufficient to protect us and our tenants from all risks.

We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

We may not be able to successfully implement our growth strategies and expansion plans.

As part of our growth strategy, we plan to upgrade our headquarters in California, expand operations to the Northeast, diversify our product offerings beyond automotive lighting, and enhance customer engagement. While we believe these initiatives will strengthen our market position and improve operational efficiency, there is no assurance that we will be able to execute these plans successfully or achieve the intended benefits.

Our planned expansion into a larger facility in California and the establishment of a new Northeast distribution center require substantial financial and operational resources. Challenges such as delays in securing suitable locations, higher-than-expected construction or leasing costs, supply chain disruptions, or unexpected regulatory hurdles could impact our ability to execute these initiatives as planned. Additionally, our ability to optimize logistics and reduce shipping times depends on factors beyond our control, including transportation costs, labor availability, and macroeconomic conditions.

Furthermore, our efforts to diversify product offerings beyond automotive lighting involve risks related to market acceptance, competition, and supply chain management. There is no guarantee that our new product lines will gain traction with customers or generate sufficient revenue to justify our investment. Misjudging consumer demand, encountering unexpected quality control issues, or facing strong competition from established brands in these new product categories could adversely affect our financial performance.

Expanding customer engagement through trade shows, direct outreach, and personalized interactions is a key part of our growth strategy, but the effectiveness of these efforts depends on market conditions and customer preferences. If we fail to generate sufficient interest or do not effectively differentiate our products and services from competitors, our efforts may not yield the expected increase in sales or brand loyalty.

Additionally, implementing our growth strategy requires substantial capital investment. There is no assurance that we will be able to secure financing on favorable terms, if at all. If the costs of expansion exceed our projections or our initiatives do not generate the anticipated return on investment, our financial condition, liquidity, and results of operations could be materially and adversely affected.

As we continue to expand our operations, our failure to manage growth could harm our business and adversely affect our consolidated results of operations and financial position.

Our ability to manage growth depends not only on our ability to successfully integrate new facilities, but also on our ability to:

•        hire, train and manage additional qualified personnel;

•        establish new relationships or expand existing relationships with automotive parts sellers;

•        identify and acquire or lease suitable premises on competitive terms;

•        secure adequate capital;

•        identify productive uses for available capital reserves; and

•        maintain the supply of automotive parts from automotive parts sellers.

Our inability to control or manage these growth factors effectively could have a material adverse effect on our consolidated results of operations and financial position.

Risks Related to Our Common Stock and this Offering

The offering price for our common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

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

You may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

Our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price, our company’s financial performance, public image, and negatively affect the long-term liquidity of our common stock, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our common stock and understand the value thereof.

You will experience immediate and substantial dilution in the net tangible book value of our common stock purchased.

The offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Consequently, when you purchase our common stock in the offering and upon completion of the offering, you will incur immediate dilution of US$2.95 per share, based on an assumed offering price of US$4.00 per

share, assuming the underwriters do not exercise the over-allotment option. In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon the exercise of outstanding warrants or options we may grant from time to time.

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

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

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

The trading market for our common stock 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 common stock 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 common stock and the trading volume to decline.

The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

The offering price for our common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our common stock following our offering. If you purchase our common stock in this offering, you may not be able to resell those shares at or above the offering price. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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

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

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

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

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

•        lawsuits threatened or filed against us; and

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

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

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our shares of common stock.

We anticipate that we will use the net proceeds from this offering to improving our infrastructure, facilities and logistics network as well as research and development. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our shares of common stock.

Our corporate actions will be substantially controlled by our Founders, who will have the ability to control or exert significant influence over important corporate matters that require the approval of stockholders, which may deprive you of an opportunity to receive a premium for your shares of common stock and materially reduce the value of your investment. Additionally, we are, and following this offering will continue to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders.

As of the date of this prospectus, 100% of the issued and outstanding shares of common stock and shares of Series A Preferred Stock are owned by our Founders. Upon the completion of this Offering, our Founders will collectively own 84.98% of our total issued and outstanding shares of common stock and 100% of our total issued and outstanding Series A Preferred Stock, representing 98.19% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or 83.11% of our total issued and outstanding shares of common stock, representing 97.92% of the total voting power, assuming that the over-allotment option is exercised in full. Accordingly, our Founders will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, election of directors and other significant corporate actions.

To retain control over such matters, the Founders must maintain beneficial ownership of shares representing at least 50% of the total voting power of our outstanding share capital. Any reduction of their ownership below this threshold may cause us to cease qualifying as a “controlled company” under Nasdaq listing rules and could diminish their ability to determine the outcome of stockholder votes. Additionally, any future issuances of Series A Preferred Stock, which carries enhanced voting rights, could further dilute the voting power and economic interest of holders of our common stock.

The interests of our Founders may differ from the interests of our other stockholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our stockholders 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 common stock. These actions may be taken even if they are opposed by our other stockholders, including those who purchase common stock in this Offering. Without the consent of our Founders, we may be prevented from entering into transactions that could be beneficial to us or our other stockholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal stockholders and their affiliated entities, see “Principal Stockholders.”

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 elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

•        the requirement that our director nominees must be selected or recommended solely by independent directors; and

•        the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We are, and following the completion of this offering, will continue to be, a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions, we could 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 relied 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 stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We cannot predict the impact our multi-class structure may have on the stock price of our common stock.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our common stock or in adverse publicity or other adverse consequences. For example, certain index providers have policies that restrict or prohibit the inclusion of companies with multiple-class share structures in certain of their indices, including the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations

on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices. However, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our multi-class capital structure will make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies may depress the valuations of publicly traded companies that are excluded from the indices compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make shares of our common stock less attractive to other investors. As a result, the market price of shares of our common stock could be adversely affected.

Risks Related to Nevada Corporate Laws

Nevada law and our charter documents provide our directors and officers with broad protection from liability, which could reduce stockholder rights.

We are incorporated under the laws of the State of Nevada. Nevada law provides directors and officers with broader discretion in the discharge of their duties, and greater protection from liability, than directors and officers of corporations incorporated in many other states. Except in cases of intentional misconduct, fraud, or a knowing violation of law, Nevada law generally provides that directors and officers are not personally liable to the corporation or its stockholders. As a result, stockholders may have more limited rights to challenge actions of our directors and officers, even when they believe those actions are not in their best interests. This limitation on liability could reduce the likelihood of derivative litigation against our directors and officers and may discourage or prevent stockholders from bringing a lawsuit, even in instances where they believe that directors or officers have acted improperly.

We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.

Our bylaws require us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. We are also required to advance the costs of certain legal defenses upon the indemnitee undertaking to repay such expenses to the extent it is determined that such person was not entitled to indemnification of such expenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable.

Provisions in our bylaws and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of in our bylaws and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our company or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. These provisions include:

•        the ability of stockholders to call special meetings only upon request of stockholders holding a majority of the shares entitled to vote at the meeting;

•        vacancies on our Board, including newly created directorships, may be filed by a majority vote of directors then in office;

•        our Board has the sole power to amend, modify, or repeal the bylaws; and

•        the “business combinations” and “control share acquisitions” provisions of Nevada law (discussed below), to the extent applicable, could discourage attempts to acquire our stockholders stock even on terms above the prevailing market price.

The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

Nevada’s anti-takeover statutes could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders.

As a Nevada corporation, we are subject to provisions of the Nevada Revised Statutes (“NRS”) that may have the effect of discouraging, delaying, or preventing a change of control that stockholders may consider favorable. In particular, Nevada’s “business combination” statute (NRS 78.411–78.444) restricts certain transactions between a Nevada corporation and an “interested stockholder” (generally a person who owns 10% or more of the corporation’s voting shares) for up to two years after the person becomes an interested stockholder, and may restrict transactions after such two year period unless certain conditions are met. Nevada’s “control share” statute (NRS 78.378–78.3793) also limits the voting rights of a person acquiring a “controlling interest” (generally 20% or more of a corporation’s voting shares), unless approved by the disinterested stockholders. These statutes, and similar provisions in our articles of incorporation and bylaws, may make it more difficult for a third party to acquire control of us without the approval of our board of directors and may discourage potential takeover attempts that stockholders might consider in their best interests.

Risks Related to Regulatory Compliance and Legal Matters

Regulation of the automotive parts sales industry may impair our operations, increase our costs of doing business, and create potential liability.

Participants in the automotive parts sales industry are subject to and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances. These include, without limitation, land use ordinances, business and occupational licensure requirements and procedures, sales, and registration rules and procedures, and laws and regulations relating to the environment, anti-money laundering, anti-corruption, exporting, and reporting and notification requirements to agencies and law enforcement relating to automotives. Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities. At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our business facilities. We may be subject to similar types of regulations by governmental agencies in new markets. In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of opening new facilities, may limit our base of automotive parts buyers, may decrease demand for our automotive parts, and may adversely impact our ability to conduct business. the U.S. Department of Justice, Consumer Protection Branch is conducting an ongoing investigation into potential violations by the Company of certain money laundering laws related to its practices and procedures for preventing and detecting money-laundering activity by its auction platform members. The Company is cooperating with the DOJ’s investigation. The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ’s investigation. Any such inquiries or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our business, financial condition or results of operation. These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward.

Escalating U.S.-China trade tensions and newly imposed tariffs may adversely impact our business, financial condition, and results of operations.

On August 14, 2017, the President of the United States issued a memorandum instructing the United States Trade Representative (“USTR”) to determine whether to investigate under section 301 of the United States Trade Act of 1974 (Trade Act) the laws, policies, practices, or actions of the Chinese government that may be unreasonable or discriminatory and that may be harming United States intellectual property rights, innovation, or technology development. Based on information gathered in that investigation, the USTR published a report on March 22, 2018, on the Chinese government’s acts, policies, and practices supporting findings that are unreasonable or discriminatory and burden or restrict United States commerce. On March 8, 2018, the President exercised his authority to issue

significant tariffs on imports of steel and aluminum from several countries, including China. Subsequently, the USTR announced an initial proposed list of 1,300 goods imported from China that could be subject to additional tariffs and initiated a dispute with the World Trade Organization against China for alleged unfair trade practices. The President has indicated that his two primary concerns to be addressed by China are (i) a mandatory $100 billion reduction in the China/United States trade deficit and (ii) limiting the planned $300 billion Chinese government support for advanced technology industries, including artificial intelligence, semiconductors, electric cars, and commercial aircraft. On July 6, 2018, the United States initially imposed 25% tariffs on $34 billion worth of Chinese goods, including agriculture and industrial machinery, which prompted the Chinese government to initially impose tariffs on $34 billion worth of goods from the United States, including beef, poultry, tobacco, and cars. Since July 2018, the United States imposed tariffs on $250 billion worth of Chinese products and has threatened tariffs on $325 billion more. In response, China imposed tariffs on $110 billion worth of US goods and threatened qualitative measures that would affect US businesses operating in China. In May 2019, the United States raised the tariffs on $100 billion of Chinese products to 25% from 10%. Tariffs were expected to increase further to 30% on October 15, 2019. However, the increase was suspended pending negotiation of a “phase one” trade agreement with China. On August 1, 2019, President Trump announced a new 10% ad valorem duty on additional goods imported from China, which amount was then increased to 15% on August 23, 2019. The new tariff at the rate of 15% became effective on September 1, 2019 with respect to certain categories of goods and was expected to become effective for additional categories of goods on December 15, 2019. On December 13, 2019 the US and China signed a “phase one” trade agreement, which avoided the imposition of additional tariffs. However, there can be no assurances that the US or China will not increase tariffs or impose additional tariffs in the future.

Recently, there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties among countries. Our business is subject to risks associated with international trade policies, particularly those between the United States and China. Tensions between the two countries have led to trade restrictions, sanctions, and tariffs that could materially affect our supply chain, costs, and market access.

In March 2025, U.S. President Donald J. Trump announced that the United States would impose an additional 20% tariff on Chinese imports starting March 4. The following month, the administration introduced a second wave of tariffs targeting an expanded list of Chinese goods, further escalating trade tensions, so far as to announcing a 125% tariff on all Chinese imports, which took effect on April 9, 2025. This move tripled tariffs on low-value goods previously exempt under the “de minimis” rule, likely raising prices for American consumers.

Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China and other countries from which we import goods.

These broad trade measures significantly escalate tensions in global trade and supply chains, raising concerns about higher costs for businesses and consumers and potential retaliatory actions from affected countries. Since the majority of our suppliers or manufacturers are located in China, these tariffs could increase our costs of materials and components, disrupt our supply chain, and reduce demand from U.S. customers, negatively impacting our business, financial condition, and results of operations.

As a U.S.-based aftermarket automotive products provider, we supply a wide range of automotive parts. If the products we resell become subject to higher U.S. tariffs, this could:

•        Increase our costs of exporting to the U.S. market;

•        Reduce demand from U.S. customers due to higher prices;

•        Force us to absorb additional costs, negatively impacting our profit margins; and

•        Disrupt our supply chain.

Moreover, the U.S. and other countries have imposed or proposed additional restrictions on technology exports and investments related to battery technology, energy storage, and electric vehicles. Further regulatory actions, trade barriers, or sanctions could limit our access to key markets, technologies, or raw materials, further affecting our growth and financial performance.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

ENFORCEABILITY OF CIVIL LIABILITIES

All of our directors and executive officers are residents of the United States. All of our operations, assets, and the majority of our business activities are conducted in the United States. We believe that the U.S. courts would have jurisdiction over us and our U.S.-based operations, and that judgments of U.S. courts could be enforced against us in the U.S.

USE OF PROCEEDS

After deducting the estimated underwriting discount, non-accountable expense allowance and offering expenses payable by us, we expect to receive net proceeds of approximately US$7,593,897 from this offering, assuming an initial public offering price of US$4.00 per share of common stock (the low point of the range set forth on the cover page of this prospectus) and assuming no exercise of the over-allotment option.

We plan to use the net proceeds of this offering to expand our operations in the United States and to grow our business as follows:

Logistics Network Expansion and Automation

A significant portion of the proceeds will be used to develop infrastructure, facilities, and advanced technology that optimize the company’s logistics network. Additional distribution centers in strategic locations will be established to meet a two-day delivery target, aiming to reduce both transit times and potential handling issues. Implementing modern warehouse automation solutions is also planned, with the goal of improving efficiency and supporting scalable growth.

Research and Development

Innovation remains central to SLI’s progress. The company will allocate resources to expand its R&D team, focusing on product design, functionality, and advancements in technology. By investing in R&D, SLI intends to offer next-generation lighting solutions that address evolving consumer needs and reinforce its competitive standing.

Market Expansion and Brand Growth

A portion of the proceeds will support the expansion of marketing initiatives across various channels. This includes exploring underutilized advertising platforms and applying targeted digital marketing strategies to reach a broader audience. Such efforts are expected to improve customer acquisition rates, support revenue growth, and maintain a solid competitive position.

Acquisitions and Strategic Investments

The Company will consider strategic acquisitions and partnerships to broaden its market presence and increase product visibility. Potential acquisitions within social media and e-commerce ecosystems will be explored, focusing on entities that align with the company’s brand and can effectively connect products with the right audiences. These moves are intended to strengthen SLI’s digital reach and better position the company to leverage emerging consumer trends.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

As of the date of this prospectus, the Company has not identified any potential acquisition targets.

DIVIDEND POLICY

We plan to retain any earnings for the foreseeable future for our operations. We have paid dividends in the amount of $1,238,287 and $7,209,450 for the fiscal years ended December 31, 2024 and 2023 respectively. We do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements and such other factors as our board of directors deems relevant.

Wholesale income, net

The Company enters into distinct agreement with wholesale customers to sell lighting and other automotive parts where the rights of the parties, including payment terms, are identified. Sales prices to wholesale customers are fixed with no sales rebate, discount or other incentive. The Company typically provides one-month sales return policy and a one-year warranty to wholesale customers. The Company estimates return allowances based on historical experience while the warranty covers defects in parts, materials and workmanship.

The Company assesses that delivery of goods to wholesale customers as one single performance obligation. Revenue is recognized at a point in time when goods are collected by third-party carriers where control of goods is transferred to customers under Free on Board, or FoB terms. The Company collects no deposit upfront and typically provide credit terms of 30 days and the accounts receivable will be collected by the Company according to credit period policy applicable to different customers. The Company assesses that there is no significant financing component in these contracts.

The Company purchases inventories from suppliers in batches without goods return clause and credit period from suppliers are typically one month after goods delivery. Accordingly, the Company is subject to inventory risk before control of the goods has been transferred to customers. Besides, the Company has full discretion in establishing selling price. The Company is therefore a principal in these transactions and records revenue at gross amount net of sales taxes and estimated sales returns.

Wholesale income represented 52.3%, 59.0%, 57.3% and 61.9% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

The following table presents key operating data of wholesale income for the periods presented:

____________

(1)      Weighted average unit price are derived from our wholesale income, net based on the number of products sold during the period.

____________

(1)      Weighted average unit price are derived from our wholesale income, net based on the number of products sold during the year.

Online retail sales income, net

The Company sells lighting and other automotive parts to retail customers via e-commerce platforms including Amazon and eBay. Customers enter into agreement with the Company online. Sales prices to retail customers are fixed with no sales rebate, discount or other incentive. The Company typically provides one-month sales return policy to retail customers. The Company estimates return allowances based on historical experience.

The Company assesses that delivery of goods to retail customers as one single performance obligation. Revenue is recognized at a point in time when goods are collected by third-party carriers where control of goods is transferred to customers under FoB terms. The Company collects full amount upfront when retail customers place order online. The Company assesses that there is no significant financing component in these contracts.

The Company purchases inventories from suppliers in batches without goods return clause and credit period from suppliers are typically one month after goods delivery. Accordingly, the Company is subject to inventory risk before control of the goods has been transferred to customers. Besides, the Company has full discretion in establishing selling price. The Company is therefore a principal in these transactions and records revenue at gross amount net of sales taxes and estimated sales returns.

Online retail sales income represented 33.6%, 23.8%, 26.0% and 22.0% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

The following table presents key operating data of online retail sales income for the periods presented:

____________

(1)      Weighted average unit price are derived from our online retail income, net based on the number of products sold during the period.

____________

(1)      Weighted average unit price are derived from our online retail income, net based on the number of products sold during the year.

Agency income

The Company enters into agency agreements with another automotive parts companies to sell their products. The Company acts solely as an agent and does not assume primary responsibility for selling the products. Sellers retain control and legal title over consignment inventories, and they have discretion in setting selling price. Accordingly, the Company determines that it acts solely as an agent in these transactions and recognizes agency income on a net basis. These agreements are fixed-price and have no variable consideration. The Company accesses that delivery of goods to end customer is a single performance obligation and recognizes agency income at a point in time upon delivery of goods to end customers. The Company typically collects accounts receivable from agency income monthly. The Company assesses that there is no significant financing component in these contracts. On June 30, 2025, the Company terminated the agency agreements, and no agency income has been generated from July 1, 2025.

Agency income represented 12.7%, 15.6%, 15.1% and 13.8% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

The following table presents key operating data of agency income for the periods presented:

____________

(1)      Weighted average unit price are derived from our agency income, net based on the number of products sold during the period.

____________

(1)      Weighted average unit price are derived from our agency income, net based on the number of products sold during the year.

Fulfillment service income

The Company provides fulfillment services to other automotive parts companies which includes warehousing, inventory management, picking, packing, and order preparation services. The Company enters into distinct agreement with its customers. These agreements are fixed-price and have no variable consideration. The Company recognizes fulfillment service income at a point in time when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier, where control of goods is transferred to customers. The Company typically collects accounts receivable from fulfillment service income monthly. The Company assesses that there is no significant financing component in these contracts.

Fulfilment service income represented 1.4%, 1.6%, 1.6% and 2.3% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Cost of revenues

Cost of revenues mainly represents costs of lighting and other automotive parts sold to the customers and other incremental costs, such as the associated delivery charges we incurred directly in relation to the sales. Cost of revenues represented 69.0%, 71.4%, 71.8% and 75.7% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

We purchase motor vehicle lighting components from vendors based in the United States and Hong Kong, whilst the underlying products are largely sourced from manufacturers located in Taiwan and China. The following table provides a breakdown of our products by manufacturing locations for the periods presented.

Operating expenses

Selling and marketing expenses

Selling and marketing expenses mainly comprise (i) salaries and contributions to retirement benefit schemes for our sales and marketing employees; (ii) advertising and promotion expenses; (iii) postage and delivery expenses for outward delivery to customers; (iv) selling platform expenses; and (v) travel and business development expenses. Selling and marketing expenses accounted for 11.7%, 9.4%, 10.4% and 9.2% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

General and administrative expenses

General and administrative expenses mainly comprise (i) salaries and contributions to retirement benefit schemes for our administration and operation employees; (ii) services fee for audit, company secretary, legal, tax reporting, and other professional services; (iii) rental and related expenses for leasing of our office and warehouses; (iv) insurance expenses related to premises and employee coverage; and (v) depreciation of our plant and equipment; (vi) and other operating expenses. General and administrative expenses accounted for 20.3%, 16.3%, 16.6% and 14.3% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Other income (expense), net

The following table sets forth our other income (expense), net, both in absolute amount and as a percentage of total revenues, for the periods presented:

Our interest expense primarily consists of interest payments incurred to banks on the trade financing facility. Under the banking facility letter dated January 31, 2018, and subsequent amendments made on October 17, 2023 and May 31, 2024, JPMorgan Chase Bank, N.A., a bank in the United States, extended to the Company a banking facility of trade financing amounting to $15,000,000, $10,000,000 and $3,000,000, respectively. The interest rates for these loans are 3.0% per annum above the adjusted Secured Overnight Financing Rate (“SOFR”). Adjusted SOFR is the sum of the applicable margin, which is 2.5% per annum, the SOFR applicable to such interest period and the unsecured to secured rate adjustment at 0.1% per annum. Interest expense accounted for nil, nil, nil and 0.1% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Our other income consists of sub-lease income, interest income, government subsidies, warehouse management fee income and others, which are not within the scope of ASC 606. Sublease income represents income earned from sub-leasing a portion of our warehouses to independent third parties. Interest income consists of interest earned on deposits placed with banks and customers’ overdue, recognized in accordance with the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from sales transactions. According to the contracts entered into with our customers, we charge our customers on amounts overdue, i.e. amounts due on sales transactions which are not yet settled within 60 days of the due date, an interest with interest rate based on the JP Morgan Chase interest rate as published at the beginning of each month accrued on daily and compounded monthly basis, recognized in accordance with the effective interest method. Government subsidies primarily relate to one-off entitlement granted by the Internal Revenue Service for the Employee Retention Tax Credits. Management fee income represents income earned for providing access to and use of warehouses, calculated based on the volume of goods processed and a reimbursement of utility expenses incurred. As this arrangement does not grant the customer the right to control an identified asset, it does not meet the definition of a lease under ASC 842. It is accounted for as other income and recognized as the services are rendered. Other income accounted for 4.6%, 1.4%, 1.6% and 1.2% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Other income recognized for the periods presented is detailed below.

Income Tax

Our operating subsidiary, Sonic OpCo, is incorporated in the State of California and had elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and applicable California state tax laws. As an S Corporation, Sonic OpCo was not subject to federal corporate income tax at the corporate level; instead, its income, deductions, and credits were passed through to its stockholders and reported on their individual tax returns. However, under California law, S Corporations are subject to a 1.5% franchise tax on net income. Effective January 1, 2025, Sonic CA converted from an S Corporation to a C Corporation and is now subject to federal corporate income tax at the statutory rate of 21%, as well as California state corporate income tax at a rate of 8.84%. In addition, since Sonic CA has a branch establishment in South Carolina, it is also subject to South Carolina state corporate income tax at a rate of 5%.

For the six months ended June 30, 2025 and 2024, income tax benefit (expense) accounted for 0.5% and nil of our total revenues, respectively. For the years ended December 31, 2024 and 2023, income tax accounted for nil and nil of our total revenues, respectively. For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, income tax arose from our current tax on profits generated from our subsidiary and deferred tax generated from the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.

Under the California Revenue and Taxation Code, the Franchise Tax Board (“FTB”) generally has four years from the later of the original due date or the actual filing date of a return to assess additional taxes, penalties, or fees. As of June 30, 2025 and December 31, 2024, our California state income tax returns for the 2023 and 2024 tax years remain within the statutory period for potential examination. As of that date, we were not subject to any ongoing tax audits or investigations by the FTB. At the federal level, pursuant to Internal Revenue Code, the Internal Revenue Service typically has three years from the later of the return’s due date or actual filing date to assess additional tax. This period may be extended to six years under certain circumstances, such as when a return omits more than 25% of gross income. There is no statute of limitations in cases involving fraud or failure to file a return. As Sonic OpCo elected to be taxed as an S Corporation through December 31, 2024, any potential federal income tax examinations for that period would primarily pertain to stockholder-level tax implications. As of June 30, 2025, we were not subject to any federal tax audits or investigations.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Revenues

Total revenues decreased by 15.6% from $42,792,023 for the six months ended June 30, 2024 to $36,115,703 for the six months ended June 30, 2025. This decrease was principally attributed to a substantial decrease in our agency income, fulfilment service income and wholesale income and partially offset by an increase in our online retail sales income.

Wholesale income, net — Revenue generated from wholesale decreased by $6,352,952 from $25,249,953 for the six months ended June 30, 2024 to $18,897,001 for the six months ended June 30, 2025. This decline was primarily attributable to a reduction in sales volume and partially offset by an increase in the average unit price. The sales volume fell from 269,128 units for the six months ended June 30, 2024 to 194,111 units for the six months ended June 30, 2025. The decrease in sales volume aligned with a broader trend of reduced consumer expenditure in the United States, driven by ongoing economic challenges. These macroeconomic headwinds have led to a general contraction in consumer spending, which adversely impacted our wholesale segment, as major wholesale customers faced significant pressure on their operations during the period. According to data from the U.S. Bureau of Economic Analysis, the quarter growth rate in consumer expenditures decelerated from 2.5% for the six months ended June 30, 2024 to 2.1% for the six months ended June 30, 2025, reflecting a slowdown in overall consumer spending. This deceleration had a downstream effect on our customers’ purchasing behavior, resulting in lower order volumes and reduced demand for our products. In particular, one of our top wholesale customers exited the auto lighting market and terminated business with us effective January 1, 2025. This customer accounted for revenue of $6,157,339 for the six months ended June 30, 2024. The loss of this customer underscores both the impact of macroeconomic conditions on key customer relationships and the challenges faced by the wholesale sector during this period.

Conversely, the increase in the average unit price was largely due to a shift of tariff costs and import costs to our customer, which helped to partially mitigate the impact of the lower sales volume on our overall wholesale income.

To maintain profitability during the downward trend of the economic, we have streamlined expenses by reducing headcount, lowered inventory levels to minimize carrying costs and obsolescence risk, and shifted our focus from wholesale, which carries lower margins, to online retail sales. We also negotiated with manufacturers to share tariff costs, selectively passed import cost increases on to customers, and optimized inventory by phasing out underperforming products while launching products that align with higher demand and market trends.

Online retail sales income, net — Revenue generated from online retail sales increased by $1,968,489 from $10,163,538 for the six months ended June 30, 2024 to $12,132,027 for the six months ended June 30, 2025. The increase was primarily attributable to an increase in sales volume and average unit price. The number of units sold increased from 69,133 for the six months ended June 30, 2024 to 80,933 for the six months ended June 30, 2025. This growth was further supported by the exit of one of our top wholesale customers from the auto lighting market. Since this customer had previously sold products on online platforms to retail consumers, its withdrawal created additional opportunities for us in the online retail segment. As a result, a portion of the market share previously held by this customer shifted to our online retail channel during the six months ended June 30, 2025.

In addition, the increase in the average unit price was largely due to a shift of tariff costs and import costs to our customer, which collectively contributed an increase on our overall online retail sales income.

Agency income — Revenue generated from agency sales decreased by $2,075,379 from $6,657,530 for the six months ended June 30, 2024 to $4,582,151 for the six months ended June 30, 2025. This decline was primarily attributable to a reduction in sales volume, which fell from 222,903 units for the six months ended June 30, 2024 to 166,239 units for the six months ended June 30, 2025. The decrease in sales volume aligned with broader trends in consumer spending across the United States, which continued to face macroeconomic headwinds. These economic challenges contributed to a general decline in wholesale market demand. According to data from the U.S. Bureau of Economic Analysis, the quarter growth in consumer expenditures slowed from 2.5% for the six months ended June 30, 2024 to 2.1% for the six months ended June 30, 2025. This softening in consumer spending adversely affected the purchasing activity of our customers, resulting in lower sales volume.

Fulfilment service income — Revenue generated from fulfilment services decreased by $216,478 from $721,002 for the six months ended June 30, 2024 to $504,524 for the six months ended June 30, 2025. This decrease corresponded with the decline in our wholesale revenue during the same period, as the lower sales volume from wholesale customers directly reduced the demand for associated fulfilment services.

Cost of revenues

The cost of revenues decreased by $5,638,971, or 18.5%, from $30,552,651 for the six months ended June 30, 2024, to $24,913,680 for the six months ended June 30, 2025. This reduction was primarily driven by a significant decline in wholesale sales volume, which led to a corresponding decrease in the cost of goods sold. Additionally, the decrease in sales demand resulted in reduced expenditures on moulding fees, as fewer new products necessitated custom moulds. This further contributed to the overall reduction in the cost of revenues for the period.

Gross profit

Our gross profit decreased by $1,037,349 from $12,239,372 for the six months ended June 30, 2024 to $11,202,023 for the six months ended June 30, 2025. However, our gross profit margin increased from 28.6% in 2024 to 31.0% in 2025. This improvement was primarily driven by a reduction in moulding expenses during the six months ended June 30, 2025, as fewer new products required custom moulds, resulting in lower moulding related costs and an increase in average selling price from wholesale income. This contributed to a modest improvement in our gross profit margin compared to the six months ended June 30, 2024.

Operating Expenses

Selling and marketing expenses increased by $218,030, from $4,013,666 for the six months ended June 30, 2024, to $4,231,696 for the six months ended June 30, 2025. The increase was primarily attributable to the following factors: (i) an increase of $97,723 in postage and delivery expenses as a result of increased sales volume for online retail sales; (ii) an increase of $98,092 in travel and business development expenses as an increase need for international business development activities to source new customers and suppliers, and (iii) an increase of $159,176 in platform

fees as a result of increased sales volume for online retail sales. These increases were partially offset by (i) a decrease of $39,969 in compensation and benefits for our sales and marketing employees as the average number of salesperson decreased from 12 for the six months ended June 30, 2024 to 11 for the six months ended June 30, 2025, (ii) a decrease of $58,184 in outside service fees for the outsourced salesperson because of the reduction in wholesale income.

General and administrative expenses increased by $363,346 to $7,335,450 for the six months ended June 30, 2025 from $6,972,104 for the six months ended June 30, 2024. The increase was primarily attributable to (i) an increase of $422,111 in professional fees since expense incurred in relation to the audit of our consolidated financial statements, and (ii) an increase of $531,974 in impairment on inventory due to the write-down of more defective products for the six months ended June 30, 2025. These increases were partially offset by (i) a decrease of $245,364 in the allowance for expected credit losses, as a result of lower accounts receivable as of June 30, 2025, and (ii) a decrease of $384,048 in compensation and benefits as the average number of staff decreased from 104 for the six months ended June 30, 2024 to 93 for the six months ended June 30, 2025.

Other income, net

Other income, net increased by $1,071,763 from $607,324 for the six months ended June 30, 2024 to $1,679,087 for the six months ended June 30, 2025. This increase was primarily attributable to (i) an increase of $811,147 in government subsidies which we were confirmed the eligibilities and received the sum in the period ended June 30, 2025 compared to none in the period ended June 30, 2024, and (ii) an increase of $244,270 in warehouse management fee income as more goods processed for other automotive parts companies sharing our warehouse.

Income before income tax expense

We reported an income before income tax expense of $1,313,964 for the six months ended June 30, 2025, compared to an income before income tax expense of $1,860,926 for the six months ended June 30, 2024. The decline was primarily attributable to lower revenues and higher operating expenses, which were only partially offset by a significant increase in other income.

Income tax benefit (expense)

Income tax expense changed from $20,939 for the six months ended June 30, 2024 to an income tax benefit of $168,551 for the six months ended June 30, 2025. The change was primarily attributable to the conversion of Sonic OpCo from an S Corporation to a C Corporation, which is now subject to federal income tax at the statutory rate of 21%, California state corporate income tax at a rate of 8.84%, and South Carolina state corporate income tax at a rate of 5%. For the six months ended June 30, 2024, we were only subject to the 1.5% California franchise tax on net income.

As a result of this conversion, we recognized deferred tax assets of $655,437 as of June 30, 2025, compared to $23,415 as of June 30, 2024. This recognition resulted in an income tax benefit of $637,495 for the six months ended June 30, 2025, compared to an income tax benefit of $5,589 for the six months ended June 30, 2024, attributable to deferred taxes. In addition, current income tax expense increased from $26,528 for the six months ended June 30, 2024 to $468,944 for the six months ended June 30, 2025.

Net income

As a result of the foregoing factors, net income decreased from $1,839,987 for the six months ended June 30, 2024 to $1,482,515 for the six months ended June 30, 2025.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenues

Total revenues decreased by 15.5% from $96,350,120 for the year ended December 31, 2023 to $81,368,078 for the year ended December 31, 2024. This decrease was principally attributed to a substantial decrease in our agency income, fulfilment service income and wholesale income.

Wholesale income, net — Revenue generated from wholesale decreased $13,037,921 from $59,638,911 for the year ended December 31, 2023 to $46,600,990 for the year ended December 31, 2024. This decline was primarily attributable to a reduction in sales volume, which fell from 658,375 units in 2023 to 502,131 units in 2024. The decrease in sales volume aligned with a broader trend of reduced consumer expenditure in the United States, driven by ongoing economic challenges. These macroeconomic headwinds have led to a general contraction in consumer spending, which adversely impacted our wholesale segment, as major wholesale customers faced significant pressure on their operations during the year. According to data from the U.S. Bureau of Labor Statistics and U.S. Bureau of Economic Analysis, the annual growth rate in consumer expenditures decelerated from 5.9% in 2023 to 4.2% in 2024, reflecting a slowdown in overall consumer spending. This deceleration had a downstream effect on our customers’ purchasing behavior, resulting in lower order volumes and reduced demand for our products. Notably, wholesale income from our largest customer, excluding other revenue sources generated from the same customer, declined significantly by $8,553,985, from $33,416,291 for the year ended December 31, 2023, to $24,862,306 for the year ended December 31, 2024. This substantial decrease underscores the broader impact of macroeconomic conditions on key customer relationships and highlights the challenges faced by the wholesale sector during this period.

Online retail sales income, net — Revenue generated from online retail sales remained largely stable with a slight decrease of $71,074 from $21,233,705 for the year ended December 31, 2023 to $21,162,631 for the year ended December 31, 2024. Although the number of units sold increased from 113,430 in 2023 to 144,130 in 2024, this growth was offset by a decline in the average unit selling price, as part of our strategy to broaden our customer base.

Agency income — Revenue generated from agency sales decreased by $995,841 from $13,304,623 for the year ended December 31, 2023 to $12,308,782 for the year ended December 31, 2024. This decline was primarily attributable to a reduction in sales volume, which fell from 516,991 units in 2023 to 420,178 units in 2024. The decrease in sales volume aligned with broader trends in consumer spending across the United States, which continued to face macroeconomic headwinds. These economic challenges contributed to a general decline in wholesale market demand. According to data from the U.S. Bureau of Labor Statistics and U.S. Bureau of Economic Analysis, the annual growth in consumer expenditures slowed from 5.9% in 2023 to 4.2% in 2024. This softening in consumer spending adversely affected the purchasing activity of our customers, resulting in lower sales volume.

Fulfilment service income — Revenue generated from fulfilment services decreased by $877,206 from $2,172,881 for the year ended December 31, 2023 to $1,295,675 for the year ended December 31, 2024. This decrease corresponded with the decline in our wholesale revenue during the same period, as lower sales volume from wholesale customers directly reduced the demand for associated fulfilment services. In addition, one of our major wholesale customers subleased a portion of our warehouse beginning in 2024, enabling them to handle their own packing and shipping operations, which further contributed to the reduction in fulfilment service income.

Cost of revenues

The cost of revenues decreased by $14,513,096, or 19.9%, from $72,895,041 for the year ended December 31, 2023, to $58,381,945 for the year ended December 31, 2024. This reduction was primarily driven by a significant decline in wholesale sales volume, which led to a corresponding decrease in the cost of goods sold. Additionally, the decrease in sales demand resulted in reduced expenditures on moulding fees, as fewer new products necessitated custom moulds. This further contributed to the overall reduction in the cost of revenues for the year.

Gross profit

Our gross profit decreased by $468,946 from $23,455,079 for the year ended December 31, 2023 to $22,986,133 for the year ended December 31, 2024. However, our gross profit margin increased from 24.3% in 2023 to 28.2% in 2024. This improvement was primarily driven by a reduction in moulding expenses during the year ended December 31, 2024, as fewer new products required custom moulds, resulting in lower moulding related costs. This contributed to a modest improvement in our gross profit margin compared to the year ended December 31, 2023.

Operating Expenses

Selling and marketing expenses decreased by $414,409, from $8,851,957 for the year ended December 31, 2023, to $8,437,548 for the year ended December 31, 2024. The decrease was driven by our cost-cutting initiatives and was primarily attributable to the following factors: (i) a decrease of $176,520 in postage and delivery expenses as a result of reduced overall sales volume; and (ii) a decline of $318,518 in travel and business development expenses, reflecting

the gradual establishment of a stable customer and supplier network and a reduced need for international business development activities. These decreases were partially offset by an increase of $114,176 in advertising and promotion expenses due to sponsorship of branded bags for the Specialty Equipment Market Association show.

General and administrative expenses decreased by $242,890 to $13,563,336 for the year ended December 31, 2024 from $13,806,226 for the year ended December 31, 2023. The decrease was primarily attributable to: (i) a reduction of $124,853 in professional fees following the termination of a consulting service during the year; and (ii) a decrease of $409,691 in the allowance for expected credit losses, as a result of lower accounts receivable and the reversal of previously recognized allowance. These reductions were partially offset by an increase of $310,255 in impairment on inventory due to the write-down of more defective products in 2024.

Other income, net

Other income increased by $165,801 from $1,152,474 for the years ended December 31, 2023 to $1,318,275 for the years ended December 31, 2024. This increase was primarily attributable to (i) higher sublease income as a result of a new sublease agreement entered into in January 2024 to share part of our warehouse space, and (ii) an increase in interest income from customer overdue balances, driven by a higher level of receivables on which interest was charged during the year.

Income before income tax expense

For the year ended December 31, 2024, we reported an income before income tax expense of $2,291,056, a significant improvement compared to an income before income taxes of $1,883,788 for the year ended December 31, 2023. The increase in profitability was primarily driven by higher operating income and an increase in other income. Despite a modest decline in gross profit, the overall improvement in earnings was supported by effective cost control measures, including a reduction of $414,409 in selling and marketing expenses and a $242,890 decrease in general and administrative expenses. These cost savings, combined with a $165,801 increase in other income, more than offset the decline in gross profit and contributed to the year-over-year increase in pre-tax income.

Income tax expense

Income tax expense increased from $25,919 for the year ended December 31, 2023 to $36,063 for the year ended December 31, 2024. This increase corresponded with the rise in our income before income tax expense.

Net income

As a result of the foregoing factors, net income increased from $1,857,869 for the year ended December 31, 2023 to $2,254,993 for the year ended December 31, 2024.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Bank loans, financing from related parties, and cash generated from operations have been utilized to finance our working capital requirements. As of June 30, 2025, we had net positive working capital of $6,253,672 and $435,585 in cash and cash equivalents.

Considering all facts and information on hand, we expect our financial resources are sufficient to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued.

If we are unable to have sufficient fund to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued, we may consider supplementing our available sources of funds through the following sources:

•        addition equity financing from our major stockholders or third-party investors; and/or

•        financial support from financial institutions, our stockholders and related parties.

Net cash provided by operating activities for the year ended December 31, 2023, was $12,821,215, compared to net income of $1,857,869. The variance was mainly driven by: (i) an increase of $632,964 in prepayments and other assets, also related to a higher volume of consignment goods held for agency sales; (ii) a decrease of $1,337,325 in accounts receivable, resulting from lower sales volume near the year-end date; and (iii) a significant decrease of $9,822,190 in inventories, reflecting strategic inventory reductions to enhance cash flow management.

Investing activities

Net cash used in investing activities for the six months ended June 30, 2025 was $nil.

Net cash used in investing activities for the six months ended June 30, 2024 was $71,937, which was fully spent on the purchase of plant and equipment.

Net cash used in investing activities for the years ended December 31, 2024 was $81,073, which was fully spent on the purchase of plant and equipment.

Net cash used in investing activities for the years ended December 31, 2023 was $72,638, which was fully spent on the purchase of plant and equipment.

Financing activities

Net cash used in financing activities for the six months ended June 30, 2025 was $838,149. This outflow primarily consisted of payment of offering costs related IPO of $555,588, payment of dividend of $350,000, partially offset by a repayment from a stockholder of $67,439.

Net cash used in financing activities for the six months ended June 30, 2024 was $4,238,787. This outflow primarily consisted of repayments of short-term bank loans of $3,000,000, payment of dividend of $1,238,287 and advances to a stockholder of $500.

Net cash used in financing activities for the year ended December 31, 2024 was $4,401,726. This outflow primarily consisted of repayments of short-term bank loans of $3,000,000, payment of dividend of $1,238,287 and advances to a stockholder of $163,439.

Net cash used in financing activities for the year ended December 31, 2023 was $8,504,692. This outflow primarily consisted of repayments of short-term bank loans of $1,295,242 and payment of dividend of $7,209,450.

Quantitative and Qualitative Disclosures about Market Risks

Currency risk

Our function currency is US$ and these consolidated financial statements are presented in US$. Our business activities and our assets and liabilities are predominately denominated in the function currency. Therefore, we are not exposed to significant foreign currency risk as majority of the operations and transactions are denominated in the functional currency.

Concentration and credit risks

Financial instruments that potentially subject us to the credit risks consist of cash and cash equivalents, accounts receivable and other assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

We deposit the cash with reputable banks located in the United States and maintain a balance with PayPal Inc, a financial institution in the United States. As of June 30, 2025 and December 31, 2024, $435,585 and $153,203 were deposited with these banks and PayPal Inc., respectively. Balances maintained with banks in the United States are insured under the Federal Deposit Insurance Act introduced by the Federal Deposit Insurance Corporation for a maximum amount of $250,000 for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash and cash equivalents maintained with these banks.

Assets that potentially subject us to a significant concentration of credit risk primarily consist of accounts receivable, amount due from a stockholder and other assets. We perform regular and ongoing credit assessments of the counterparties’ financial conditions and credit histories. We also assess historical collection trends and the aging of the receivables. We consider that we have adequate controls over these receivables to minimize the related credit risk. As of June 30, 2025 and December 31, 2024, the balance of allowance for credit losses were $565,647 and $563,269, respectively.

For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, most of our assets were located in the United States. At the same time, we consider that we are exposed to the following concentrations of risk:

(a)     Major customers

For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024, and 2023, the customers who accounted for 10% or more of our revenues and their respective outstanding balances at year end dates, are presented as follows:

(b)    Major vendors

For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024, and 2023, the vendors who accounted for 10% or more of our purchase and their respective outstanding balances at year end dates, are presented as follows:

Interest rate risk

Fluctuations in market interest rates may negatively affect our financial conditions and results of operations. We are exposed to floating interest rate risk on bank deposits and bank borrowings, particularly during periods when the interest rate is expected to significant changes. Nevertheless, given the amounts of bank deposits and bank borrowings in question, we consider our interest rate risk is not material and we have not used any derivatives to manage or hedge our interest risk exposure.

Off-Balance Sheet Commitments and Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Specifically, we have not entered into any financial guarantees, commitments or other arrangements to guarantee payment obligations of any parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Commitments and Contingencies

In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

On September 8, 2025, Federal Express Corporation (“FedEx”) filed a civil complaint against us in the United States District Court, Central District of California — Western Division. FedEx, which had been engaged by us to provide pickup, transportation and delivery services, is seeking damages of approximately US$750,000 in connection with alleged early termination of the Contract by us. The trial date has not yet been set.

We intend to vigorously defend ourselves against this claim. At this stage, the outcome of the matter cannot be predicted, and no provision for loss has been recorded in these unaudited interim condensed consolidated financial statements.

As of the date of this prospectus, save as disclosed above, we did not have any other loss contingencies which require to be recognized or disclosed in our consolidated financial statements.

The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of June 30, 2025:

Seasonality

The nature of our business does not appear to be affected by seasonal variations.

Trend Information

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

Inflation

Whilst inflation has been a global issue impacting many countries around the globe, inflation in the United States has not materially affected our results of operations in recent years. According to the U.S. Bureau of Labor Statistics, the year-over-year percent changes in the consumer price index rose by 2.7% and 2.9% for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023. Although we have not been affected by inflation at this point in time, we may be affected if the United States and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.

Significant Accounting Policies and Critical Accounting Estimates and Assumptions

We prepare our consolidated financial statements 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, contract liabilities — return allowances, contract liabilities — warranty provision, allowance for expected credit losses, determination of the useful lives of long-lived assets, impairment of long-lived assets, inventory valuation allowance, valuation allowance for deferred tax assets, recognition and measurement of operating lease right-of-use assets and operating lease liabilities. Actual results could differ from the estimates, and as such, differences could be material to the consolidated financial statements.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, of which the details are set out in our consolidated financial statements. You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Allowance for expected credit loss against financial assets

We assess the allowance by pooling relevant financial assets that have similar risk characteristics and evaluates receivables individually when specific assets no longer share those risk characteristics. We determine the expected credit loss based on aging data, historical collection experience, customer specific facts, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from counterparties. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We continue to evaluate the reasonableness of the allowance policy and update it if necessary. As of June 30, 2025 and December 31, 2024, the balance of allowance for expected credit loss against financial assets were $565,647 and $563,269, respectively.

Contract liabilities — Return allowances

We generally provide a one-month return policy to wholesale and retail customers, and return allowances are estimated based on historical experience which can be highly subjective. Liabilities for return allowances were $330,330 and $316,979 as of June 30, 2025 and December 31, 2024 respectively. Included in “Inventories” on the consolidated balance sheets are assets totaling $232,120 and $240,528 as of June 30, 2025 and December 31, 2024, for the rights to recover products from customers associated with our liabilities for return allowances.

Contract liabilities — Warranty provision

We typically offer a one-year warranty to wholesale customers, covering defects in parts, materials, and workmanship. We assess that these warranties to be assurance-type warranties and measures them at fair value. As of June 30, 2025 and December 31, 2024, the balances of warranty provision were $120,194 and $188,880, respectively.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 3 to the consolidated financial statements, “Summary of Significant Accounting Policies”.

INDUSTRY

Source of Information

The information contained in this section and elsewhere in the prospectus has been derived from various official government and other publications generally believed to be reliable and the market research report prepared by Migo Corporation Limited (“Migo”) and commissioned by the Company. All information and data presented in this section is derived from Migo’s industry report, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Economy in the United States

The real GDP (or real Gross Domestic Product) of the United States rose from US$21,540 billion in 2019 to US$27,721 billion in 2023, representing a CAGR of 6.5%. The COVID-19 pandemic drove a sharp contraction in 2020, with a decrease in the annual rate 2.2%. However, a robust recovery followed in 2021, with growth at an annual rate 6.1%, driven by fiscal stimulus and pent-up demand. According to the U.S. Commerce Department’s Bureau of Economic Analysis (BEA) and the International Monetary Fund (IMF), the real GDP is expected to reach US$29,168 billion in 2024 (estimated), growing at an annual rate of 2.8%, compared to an increase of 2.9% in 2023. This growth was largely driven by increased production and consumer spending. Consumer spending rose by 3.7%, marking the highest increase since early 2023, fueled by rising incomes. From 2021 to 2024, the economy grew by 12.6%, achieving the lowest average unemployment rate in 50 years and creating 16 million jobs. These figures demonstrate robust economic growth. Looking forward, the real GDP of the United States is projected to rise from US$29,168 billion in 2024 (estimated) to US$31,527 billion by 2026 (forecast), representing a CAGR of 4.0%. The following chart illustrates the real GDP and growth rate in the United States from 2019 to 2026 (forecast).

Source: IMF, Migo

Overview of the Automotive Lighting Market in the United States

The automotive lighting market in the United States is a critical component of vehicle design and safety, encompassing a wide range of lighting systems that enhance visibility, communication, and aesthetics. Automotive lighting includes headlights, taillights, brake lights, turn signals, and interior lighting, each serving distinct purposes to ensure safe and efficient driving. Headlights illuminate the road ahead, enabling drivers to navigate in low-light conditions, while taillights and brake lights signal the vehicle’s presence and actions to other drivers. Turn indicators communicate directional changes, and interior lighting provides cabin illumination for comfort and functionality. Beyond safety, automotive lighting has evolved into a key element of vehicle design, with manufacturers increasingly focusing on innovative and stylish lighting solutions to enhance the overall appeal of their vehicles.

Technological advancements and shifting consumer preferences are driving significant growth and innovation in the United States automotive lighting market. Energy-efficient lighting solutions, such as Light Emitting Diodes (LED) and Organic Light Emitting Diodes (OLED) systems, which offer lower energy consumption, longer lifespan,

and design flexibility, are rapidly replacing traditional incandescent lighting. These technologies comply with DOT Federal Motor Vehicle Safety Standard (FMVSS) No. 108 standards, meeting stringent requirements for photometric performance (e.g., brightness, beam patterns), durability, and glare control, aligning with both regulatory mandates and growing consumer demand for smarter, safer functionality. The rise of electric and autonomous vehicles (EV and AV) is further accelerating innovation. Lighting systems now play dual roles: enhancing energy efficiency (critical for maximizing EV range) and enabling advanced communication with pedestrians and other road users (e.g., through animated turn signals). However, all lighting components must still adhere to DOT visibility and color regulations and display mandatory DOT certification marks to ensure roadworthiness and safety. As sustainability and Advanced Driver-Assistance Systems (ADAS) gain prominence, lighting technologies are becoming central to vehicle safety, aesthetics, and regulatory compliance in the United States market.

Automotive Lighting Market in the United States

The automotive lighting market is diverse and encompasses a wide range of categories, each catering to different vehicle types, technologies, and consumer preferences. Below is an overview of the main segments within the automotive lighting market, along with the types and functions of each.

Source: Migo

Aftermarket Automotive Lighting Industry Chain Analysis

The aftermarket automotive lighting industry begins with upstream suppliers providing essential materials such as LEDs, polycarbonate lenses, and electronic components. Unlike Original Equipment Manufacturer (OEM) lighting, aftermarket suppliers prioritize customization and performance upgrades, driving demand for durable, high-quality materials.

Source: Migo

Distributors play a pivotal role early in the supply chain by vetting suppliers and consolidating market intelligence. This enables suppliers to integrate the latest innovations and develop cutting-edge lighting solutions. In the midstream phase, suppliers produce lighting products tailored to distributor specifications while ensuring compliance with regulatory standards such as DOT and ECE certifications, alongside rigorous quality control.

Downstream, distributors dominate the supply chain by delivering products through e-commerce platforms and specialty automotive shops. Their logistical expertise streamlines product flow, minimizes production bottlenecks, and supports just-in-time inventory management, reducing stockouts for retailers. Additionally, distributors provide technical support and fitment guidance, enhancing customer satisfaction. As key intermediaries, distributors connect suppliers with regional markets by managing bulk orders and maintaining inventory. They also gather critical user feedback, allowing suppliers to refine product designs based on real-world demand. Furthermore, distributors collaborate on private-label products, improving accessibility for retailers and expanding market reach. Their marketing efforts — including trade promotions and co-branded campaigns — boost brand visibility, particularly for emerging manufacturers.

Looking ahead, distributors will continue to solidify their role as the backbone of the aftermarket lighting ecosystem. By optimizing logistics, financing, and after-sales support, they will ensure agility and competitiveness in this innovation-driven market.

Distribution of Automotive Lighting Parts in OEM and Aftermarket

The automotive parts industry requires a clear understanding of the distinct advantages of OEM and aftermarket parts, as each option significantly impacts vehicle quality, cost, and performance. OEM parts, manufactured by the vehicle’s original producer, are designed to meet exact specifications, ensuring reliable quality, compatibility, and consistent performance. These parts offer safety assurance, warranty protection, and enhanced resale value, making them ideal for consumers prioritizing reliability and long-term vehicle integrity. Although OEM parts are often more expensive upfront, their durability and ability to maintain the vehicle’s original standards foster brand trust and simplify the selection process.

In contrast, aftermarket parts provide cost-effective alternatives with a broader range of customization and upgrade options. Their affordability, availability, and innovative features cater to consumers seeking improved performance or personalized vehicle enhancements. Many aftermarket brands focus on advanced technologies, such as superior brightness or optimized visibility, to meet evolving customer demands. Businesses benefit from offering aftermarket parts by addressing diverse consumer needs, while customers enjoy the flexibility and variety these parts provide. By understanding the unique qualities of both OEM and aftermarket options, consumers can make informed decisions that align with their budgets and automotive goals.

Source: Migo

Market Size of Aftermarket Automotive Lighting Market in the United States

According to Migo, the United States aftermarket automotive lighting market experienced a 16% year-over-year decline in 2020 due to impact of the COVID-19 pandemic. However, the market has shown a strong recovery, growing from US$1,854 million in 2020 to US$2,506 million in 2022, representing a CAGR of 7.9%. Looking ahead, the market is expected to continue its upward trajectory, expanding from an estimated US$2,781 million in 2023 to a forecasted US$3,498 million by 2026, representing a projected CAGR of 7.9%. This positive growth outlook is supported by key market drivers including increasing consumer demand for advanced and customized lighting solutions. While the growth rate in 2023 has moderated slightly compared to prior years, the market still offers significant opportunities

for aftermarket providers to innovate and differentiate their offerings. These dynamics position the sector for sustained resilience and dynamic development in the coming years. The following chart illustrates total automotive lighting sales from 2019 to 2026 (forecast).

Source: Migo

Market Drivers

Strict Government Regulations on Lighting for Better Visibility and Safety

The adoption of advanced vehicle lighting technology has steadily increased in recent years, driven by factors such as technological advancements, safety regulations, consumer preferences, and the desire for enhanced aesthetics. LED technology has become particularly popular in automotive lighting due to its energy efficiency, longer lifespan, faster response times, and versatile design possibilities. Automakers are increasingly adopting LED headlights, taillights, and interior lighting to improve visibility, durability, and offer distinctive styling options. Additionally, adaptive lighting systems are gaining traction in the automotive industry, further enhancing safety and driving experiences.

Strict government regulations have played a pivotal role in shaping the automotive lighting market. Governments worldwide have implemented stringent safety standards to ensure better visibility and reduce accidents. In the United States, automotive lighting is regulated by FMVSS 108, overseen by the NHTSA. In February 2022, FMVSS 108 was amended to allow the use of Adaptive Driving Beam (ADB) headlights. These advanced headlights dynamically adjust their beams to reduce glare for oncoming drivers while enhancing visibility for the vehicle operator, aligning U.S. regulations with global advancements in automotive lighting technology. The standard also requires manufacturers to self-certify that all headlights and taillights sold in the United States comply with FMVSS 108. This certification ensures products meet rigorous requirements for visibility, glare control, and durability.

These regulations mandate the use of advanced lighting technologies, such as LEDs and ADB systems, which provide superior illumination and adaptability to varying driving conditions. Compliance with these standards not only enhances road safety but also encourages innovation among automotive manufacturers. As a result, the automotive lighting industry continues to evolve, offering cutting-edge solutions that meet both regulatory requirements and consumer demands.

Increasing Demand for Advanced Lighting Systems

Based on vehicle type, the market is segmented into passenger vehicles and commercial vehicles. increasing demand for electric vehicles is anticipated to propel the market growth as all-electric vehicles are equipped with high-end lighting setups. Moreover, rising per capita income is a major factor propelling the sales of the passenger vehicles, which indirectly boosts the market growth. The demand for lighting systems in commercial vehicles is also surging due to the increasing demand for safety. Heavy vehicles need a more advanced lighting system to avoid accidents while traveling at night. Adopting intelligent lighting in commercial vehicles is anticipated to boost the market growth.

Establishment of Sales Channels in E-commerce Growth

The rapid growth of e-commerce has fundamentally transformed the retail landscape for automotive lighting. Online shopping offers consumers greater convenience and access to a wider variety of products compared to traditional retail channels. Consumers can easily compare prices, read reviews, and discover niche products through various online platforms, thereby increasing overall competition in the market.

Reliable and Responsive Suppliers

Most automotive lighting companies outsource manufacturing to overseas suppliers, particularly in developing countries where production costs are lower. Establishing strong relationships with reliable suppliers is crucial, but these partnerships often take years to develop. Companies must invest in building trust and open communication channels to ensure consistent product quality and timely production. While supplier reliability is essential, strong Research and Development (R&D) capabilities are equally important for addressing increasingly diverse and sophisticated consumer preferences.

Competitive Landscape of the Aftermarket Automotive Lighting Distributors Industry in the United States

The aftermarket automotive lighting industry is experiencing moderate growth. The degree of innovation in the market is high, with tech-based lighting system driving significant development. High technology development and adoption of cutting-edge lighting are among the key focus areas in the automotive lighting industry.

The aftermarket automotive lighting distributors market is influenced by a combination of regulatory changes, technological advancements, consumer preferences, and market dynamics. To succeed, automotive lighting distributors must remain adaptable and responsive to these drivers, focusing on innovation, state-of-the-art lighting systems, sustainability, and fostering strong relationships within the supply chain. By understanding these market forces, automotive lighting distributors can better position themselves to meet the evolving demands of consumers and brands in this competitive landscape.

The aftermarket automotive lighting market is dynamic, shaped by changing consumer preferences, technological advancements, and cultural trends. Each segment of the market has its own unique drivers and growth opportunities. Understanding these distinct product categories can help manufacturers, distributors and retailers in the automotive lighting market industry tailor their offerings and strategies to meet the needs and preferences of diverse consumer groups.

According to Migo research, the major of aftermarket automotive lighting distributors in the United States, including the top five distributors, provide high-quality automotive lighting solutions. However, our group sets itself apart by specializing in the wholesale business exclusively for performance aftermarket automotive lighting, catering to customers with diverse needs across a wide range of vehicle makes and models. Our extensive sales network is seamlessly integrated with a robust online sales platform and flagship facility — an approximate of 140,000 square-foot space in the City of Industry, California, supported by an approximate of 200,000 square-foot warehouse in Summerville, South Carolina and a 90,000 square-foot facility in Dallas, Texas. This infrastructure enables the efficient distribution of products compatible with 34 vehicle makes and 259 models. This unmatched level of compatibility has positioned us as one of the key players of the aftermarket automotive lighting distributors, holding a 3.6% market share. By delivering high-quality products and leveraging a scalable distribution system, we continue to strengthen our reputation as a trusted partner for wholesale automotive lighting solutions.

Presented below is a league table showcasing the number of product types distributed as of December 31, 2024, by key players in the aftermarket automotive lighting distributors industry in the United States.

Source: Migo

Entry Barriers of the Aftermarket Automotive Lighting Distributor Industry in the United States

Deep Industry Know-How

Leading aftermarket automotive lighting distributors possess long-standing experience in the industry, enabling them to develop a deep understanding of market trends and consumer demands. This expertise allows them to introduce products that effectively meet market needs. In contrast, new entrants often lack the accumulated knowledge and expertise required to compete effectively.

Long-term Customer Relationships

Established manufacturers benefit from strong distribution networks and a stable customer base. Their superior quality control and high-quality products foster a high level of customer trust and recognition, positioning them well for further collaboration with potential customers. New entrants, however, require significant time to build similar relationships and explore opportunities for customer cooperation.

Technology Innovation Capability

Leading aftermarket distributors typically have experienced technical teams and sufficient capital to adopt the latest technologies, enhancing their R&D capabilities and production efficiency. Conversely, new entrants often lack access to cutting-edge technologies and skilled talent, limiting their ability to develop competitive products.

Talent Acquisition and Retention

The OEM and aftermarket sectors of the automotive lighting distributor industry require expertise across multiple domains, including design, engineering, production, and market knowledge. Attracting candidates with skills in automotive lighting design, materials science, and manufacturing processes is critical. To retain talent, companies must provide ongoing training in areas such as design tools, manufacturing technologies, and emerging industry trends. Additionally, offering clear career progression opportunities can enhance employee engagement and long-term retention.

CORPORATE HISTORY AND STRUCTURE

We commenced operations in May 2010 with the establishment of Sonic OpCo in California.

In March 2025, SLI, our current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, we completed a share swap transaction and issued common stock and Series A Preferred Stock of SLI to the then existing stockholders of Sonic OpCo based on their then respective equity interests held in Sonic OpCo. Sonic OpCo then became our wholly owned subsidiary.

The following diagram illustrates our current corporate structure and upon completion of this offering based on a proposed number of 2,475,000 shares of common stock being offered, assuming no exercise of the over-allotment option. All percentages reflect the voting ownership interests instead of the equity interests held by each of our stockholders given that each holder of common stock is entitled to one vote per one share of common stock and each holder of Series A Preferred Stock is entitled to twenty votes per one share of Series A Preferred Stock.

BUSINESS

Overview

For nearly two decades, SONIC LIGHTING, INC. (the “Company” or “SLI”) has built a strong competitive presence in the automotive industry, specializing in the wholesale distribution of high-quality automotive lighting products. As a well-established provider of aftermarket lighting in the United States, we take pride in our extensive product offerings and our commitment to delivering high-quality automotive solutions to our customers.

The products we offer primarily includes projector headlights, crystal headlights, taillights, and fog lights. We continuously expand our products offering and strive to provide the latest and most innovative developments in the automotive industry.

Our facilities include our corporate headquarters in the City of Industry, California, a 200,000 square-foot warehouse in Summerville, South Carolina, and a 90,000 square-foot facility in Dallas, Texas. As a result, we are able to efficiently reach customers across the United States. These locations allow us to provide fast and reliable service while maintaining a high standard of quality control.

Our primary customers include major retailers such as Costco, Home Depot, and Keystone, along with other wholesale distributors. The majority of the products that we resell are distributed to retailers, wholesalers, and tuning shops.

We believe that we provide customers with a value proposition that includes high-quality products at competitive pricing, extensive product availability due to our broad distribution network, and responsive customer service. Our wholesale department is dedicated to providing exceptional customer support, delivering knowledgeable information that allows customers to make informed purchasing decisions with confidence.

The lighting products that we distribute comply with all relevant federal regulations. Unless otherwise specified, all products are DOT compliant and meet FMVSS No. 108.

In addition to selling products we purchase for resale, we also act as a sales agent for other automotive-parts manufacturers.

By leveraging our industry expertise and strong distribution network, we strive to continue to innovate the market in aftermarket automotive lighting and accessories. Our unwavering commitment to innovation, quality, and customer satisfaction sets us apart as a well-established provider in the automotive industry.

Our Business Model

Variety of Products

Our business model focuses on offering a wide range of high-quality auto parts, such as projector headlights, crystal headlights, taillights, and fog lights. We continuously expand our product line to stay updated with the latest trends in the automotive industry. We achieve product excellence through rigorous quality control, with all lighting products compliant with federal regulations and certified to meet DOT and SAE compliance standards.

Procurement

Our procurement process follows a structured approach to ensure compliance with NHTSA regulations and FMVSS 108 while maintaining product quality and safety. The process begins with supplier selection, where we evaluate manufacturers and vendors based on their ability to meet FMVSS 108 requirements. This includes verifying that all products comply with regulations governing beam pattern, brightness limits, and proper color output.

Through our extensive network of vendors, SLI has established strong relationships with a trusted network of manufacturing partners across Taiwan and China. To ensure business continuity, we keep a list of alternative suppliers to fulfill our needs for products should we need to work with partners beyond our current concentration of suppliers. In the event a factory is unable to fulfill production or delivery obligations, we are well-positioned to quickly engage alternative or new manufacturing partners as necessary. Our established reputation in the automotive lighting industry enhances our ability to onboard reliable new suppliers when needed.

Once a supplier is approved, we conduct sample testing and certification checks to confirm that the products have the necessary DOT-compliant markings for headlights, taillights, and reflectors. For imported products, we work closely with suppliers to ensure adherence to FMVSS and DOT regulations and to secure the required DOT-compliant or SAE-certified labels. After compliance is verified, we move forward with bulk procurement, coordinating with logistics partners to oversee shipping and customs clearance while ensuring that all necessary documentation is in place.

We have also established pricing agreements with our manufacturing partners, under which any changes in pricing must be mutually approved. In the event of raw material shortages or other cost-related challenges that may prompt a price adjustment, our manufacturing partners must engage in a negotiation process with us to reach a fair compromise.

Quality assurance remains an integral part of our procurement process. Upon arrival at our distribution centers, each shipment undergoes quality control inspections to confirm that the products meet safety standards before they are released for sale. In addition, in coordination with our partner agent, we conduct biannual quality control inspections at manufacturing sites to ensure that all products continue to meet our strict quality standards and applicable regulatory compliance requirements.

This comprehensive procurement and supplier management framework helps support the sourcing of car lighting components that are legally compliant, safe for use, competitively priced, and aligned with the highest industry standards before reaching customers.

Distribution and Logistics

We have established and refined a system to order, assemble, pack, repack, store, sell and distribute aftermarket lighting products from our distribution centers in California, South Carolina and Texas. This integrated system, which we further enhance with third-party logistics and deliveries, is integral to our distribution network.

The wholesale shipping process begins with gathering customer information, including name, address, and contact details, followed by order verification and payment processing. Once confirmed, products are retrieved from one of our warehouses, inspected for quality assurance, and packaged according to shipping standards. Shipping labels, invoices, and necessary documentation are then prepared. The shipment is picked up by our designated logistics partner and transported to the designated wholesaler, where the wholesaler confirms receipt and inspects the shipment for accuracy and condition. After receiving the products, the wholesaler assumes responsibility for distributing them to their final destinations, whether retail stores, end customers, or other distribution centers.

With retailers, our company utilizes e-commerce marketplaces such as Amazon and eBay to provide nationwide availability. Customers can conveniently shop for the products we resell online at any time, supported by reliable service and solutions. To maintain smooth and efficient order processing, we integrate our marketplace operations with Channel Advisor, an e-commerce automation platform that synchronizes orders in real time. This system allows us to accurately manage inventory, order fulfillment, and customer service, ensuring a seamless purchasing experience.

We prioritize fast and reliable shipping, with a standard process that helps ensure that all orders are shipped by the next business day. To achieve this, we partner with trusted logistics providers, including Amazon Shipping, UPS, and FedEx, aiming to maintain a two-business-day delivery standard across all orders. By continuously refining our logistics, inventory management, and e-commerce strategies, we uphold a high level of efficiency and customer satisfaction. Our focus on speed, accuracy, and reliability allows us to excel in the competitive online retail space while delivering an exceptional shopping experience.

We maintain flexible operating hours to accommodate demand during peak seasons. Typically, our warehouses operate six days a week, with the capability to extend to seven days a week as needed.

Wide Range of Customers

We cater to both wholesale customers (representing approximately 71% of our revenue) and individual retail consumers (representing approximately 29% of our revenue) and strive to provide each segment with the highest level of service and support. Our dedicated wholesale department is committed to providing competitive pricing,

exceptional customer service, and comprehensive product support tailored to the unique needs of bulk buyers. By fostering strong relationships with our wholesale clients, we help businesses streamline their purchasing process, maximize cost savings, and access exclusive deals.

For individual consumers, we focus on delivering a seamless shopping experience, offering expert guidance, detailed product information, and customization support to help them make informed decisions. Whether customers are looking for specific vehicle parts, performance upgrades, or styling enhancements, our knowledgeable team is available to assist at every step. This customer-centric approach builds trust and confidence, empowering both wholesale and retail clients to fully understand their purchases and customize their vehicles with ease.

Customer Support

We typically offer a one-year warranty to wholesale customers, depending on the specific product series purchased. This warranty covers manufacturer defects and performance issues, ensuring that customers receive reliable and high-quality lighting solutions. To assist with any concerns, our trained representatives are available at a toll-free customer service line operated by us to answer inquiries, troubleshoot technical issues, and guide customers through the warranty claim process.

For added convenience, customers can also reach support via email, live chat on the company website, and a detailed FAQ section that addresses common questions related to product functionality, installation, and troubleshooting. In the event of a defective product, our warranty process typically involves initial remote troubleshooting, followed by an exchange or replacement procedure if the issue cannot be resolved. Customers may be required to provide proof of purchase and product details to expedite warranty claims.

Additionally, we offer step-by-step installation guides and instructional videos for most products, available on our website and official YouTube channel. These resources help customers confidently install and optimize their lighting solutions, reducing the need for professional assistance. For products requiring more complex setups, we offer technical consultation services to support proper integration and usage.

Distributed Products and Related Services

We supply a wide range of automotive lighting parts to our customers. We sell a series of aftermarket automotive lighting components. Our main product lines include projector headlights, crystal headlights, taillights, and fog lights.

We have three main product line series including the Signature Series, the Platinum Series, and the APEX Series.

Our headlights and taillights are designed to provide significant advantages over traditional factory-installed options, offering a blend of modern aesthetics, enhanced functionality, and advanced safety features.

Modern Aesthetic & Enhanced Visibility

Certain models incorporate parking lights with clear or crystal LED light bars, creating a sleek, contemporary appearance while improving the vehicle’s visibility, thus enhancing overall safety.

High-Power LED Modules

Select headlights feature built-in high-power LED modules, delivering superior light output. This technology delivers brighter illumination, improving visibility and safety, particularly in challenging driving conditions such as extreme weather or on rural roads.

Greeting Light Animation

A premium feature available on some of the latest headlights and taillights that we distribute, Greeting Light Animation, creates an eye-catching light sequence when unlocking the vehicle. This innovative feature, typically found in luxury vehicles such as Mercedes-Benz and BMW, adds a refined, sophisticated element to the vehicle’s design.

Through these cutting-edge features, the headlights and taillights that we distribute not only elevate the vehicle’s visual appeal but also contribute to improved safety, functionality, and an enhanced driving experience.

Below are a number of popular products that we distribute:

GMC Yukon/Yukon XL 2015 – 2020

Compatible With Both Halogen And Xenon HID Model High-Power LED Module (High Beam And Low Beam)

Ford Bronco 2021 – 2024

Compatible With Both Halogen And LED Model High-Power LED Module (High Beam And Low Beam)

Jeep Grand Cherokee 2014 – 2021 Halogen Model Only

Honda Civic 2022 – 2024 5-Door LED Taillights – Greeting Light Show

Toyota GR86 2022 – 2024/Subaru BRZ 2022 – 2024 2DR

Coupe Full LED Taillights

Audi A5/S5/RS5 2013 – 2017 Factory LED Model Only

Product Development

Our research and development efforts in the aftermarket automotive parts industry are focused on aligning our product offerings with evolving market trends, customer expectations, and applicable regulatory requirements. Our dedicated R&D team continuously monitors consumer demand and popular automotive design features — particularly in lighting — to verify the prospective products that we intend to resell meet both aesthetic and performance standards. work closely with manufacturing partners to develop products that address these needs while ensuring compliance with U.S. safety regulations, including those set by the NHTSA and FMVSS.

Throughout the product development process, we provide manufacturers with design suggestions and model recommendations based on both client input and internal market analysis. Once working samples are produced, they are shipped to our facility for test fitting and functional testing conducted by our R&D team. Detailed evaluation reports are then prepared and shared with internal teams and manufacturers to guide any necessary adjustments prior to full-scale production. This integrated approach enables us to deliver aftermarket lighting products that not only enhance vehicle aesthetics but also meet the highest standards of safety, quality, and regulatory compliance. See also “Suppliers” on page 65.

Agency Sales Operations and Fulfilment Service

We act both as a reseller that directly purchase from factories, or as a sales agent for a third-party manufacturer of automotive lighting, tuning, and styling parts. In this role, we promote the manufacturing customers’ products to our retail and wholesale customers, quote prices the manufacturing customer sets, accept purchase orders, and coordinate shipment from our facilities. We handle customer service and logistics, advance the manufacturing customers’ interests in the market, and, once an order is fulfilled, remit the sales proceeds to the manufacturing customers net of the earned agency income. We typically collect accounts receivable from agency income on a monthly basis.

Our commission rates are generally fixed and reflect a margin mutually agreed upon with the supplier for each product, typically negotiated in advance as part of our purchase order and sales planning cycle. Pricing is set collaboratively and cannot be unilaterally adjusted. In addition, for the majority of the factories with which we conduct business, we serve as the exclusive distributor of the supplier’s U.S.-specification products in North America, and the supplier may not sell those products to other parties in the region without our prior approval.

Agency income provided a meaningful but supplementary revenue stream, representing 15.1 % and 13.8 % of total revenues in 2024 and 2023, respectively.

In addition, we earn a modest amount of fulfilment service income for warehousing, inventory management, picking, packing, and order-preparation services provided to other automotive-parts companies; these services are billed at fixed rates

Quality Control

At the core of our product development and manufacturing processes is a commitment to excellence. By maintaining stringent quality control measures, investing in state-of-the-art testing equipment, and adhering to industry-leading production techniques, we strive to meet the highest standards of safety, durability, and performance.in our automotive lighting solutions. This dedication to innovation and quality sets us apart in the competitive automotive lighting industry, delivering products that customers can trust for both style and reliability.

Innovation, Design, and Quality Assurance in Automotive Lighting

During the development of our automotive lighting products, our suppliers and warehouses focus on continuous innovation to meet our strict requirements. They employ advanced technology and thoughtful design — such as 3D photographic scanning — to create new concepts that combine both aesthetic appeal and functionality. By using precision engineering and tools like Moldex 3D with Mold Flow Analysis, they optimize mold designs before fabrication. Each mold is then crafted via CNC machining for accuracy and durability, providing a solid foundation for the high-performance products we demand.

Regulatory Compliance and Photometric Testing

We place a strong emphasis on regulatory compliance to ensure the products we resell meet the rigorous standards set by the NHTSA and FMVSS 108 regulations. We perform comprehensive photometric testing on the products that we distribute by using state-of-the-art Optronik photometric equipment to test whether our lighting solutions meets federal safety and performance regulations. This testing is designed to help each product deliver optimal visibility, contributing to enhanced safety on the road.

Manufacturing Excellence: Precision and Quality Control

After the design phase, the production of automotive lamps begins with the use of high-precision injection molding machines, which support consistent quality and durability for both the lens and housing. Key manufacturing steps include the lens tempering process, which strengthens the lens for enhanced impact resistance, and dust removal testing to maintain a contamination-free environment. The manufacturers also apply a UV coating to protect the lens from oxidation and road debris, followed by adhesion and thickness inspections to maintain uniformity and durability.

For custom-colored lamp housings, automatic robotic arms were used to apply a smooth, even paint finish, while vacuum chrome machines enhance light reflection and visibility for the reflective components. Each of these steps plays an essential role in ensuring the longevity, performance, and quality of our automotive lighting products.

Before moving to full-scale production, each automotive lamp is subjected to a series of quality control tests carried out by our suppliers and warehouses. These evaluations measure durability and long-term performance. The dust ingress test checks the lamp’s resistance to dust penetration, while temperature and humidity testing simulates extreme environmental conditions to improve stability. A salt spray test is conducted to assess corrosion resistance in coastal or high-humidity areas, and a splashing water test confirms the lamp remains watertight under various conditions. Vibration testing replicates the harsh road environments vehicles endure, and abrasion testing verifies that the UV coating withstands friction and wear over time.

Competitive Strengths

High Quality Products

The products we resell are all the result of rigorous quality control processes, ensuring that each item meets the highest standards of excellence. We take pride in the attention to detail and precision applied throughout the stages we oversee — particularly in the initial design planning and final testing to achieve market readiness and regulatory compliance. All of our lighting products are not only built to perform at the highest level, but they are also fully compliant with federal regulations, providing our customers with peace of mind that they are adhering to necessary safety and legal requirements. Additionally, the products we resell are certified to meet SAE and DOT compliance standards, which further demonstrate our commitment to quality, consistency, and continuous improvement. These certifications demonstrate to our customers that the products we resell are reliable, durable, and manufactured to uphold the most stringent industry standards, reinforcing our dedication to providing exceptional value.

High Barrier to Entry in Manufacturing

The high cost of tooling for headlights and taillights — often ranging from $200,000 to $500,000 USD — poses a substantial barrier to entry for many smaller manufacturers in the aftermarket automotive parts industry. While the Company does not engage in manufacturing directly, it leverages long-standing relationships with capable production partners that are equipped to manage such capital-intensive processes. In parallel, the Company operates large, strategically located warehouses, which are efficiently utilized to store products for distributors and customers. This warehousing capability not only supports streamlined distribution but also generates additional revenue opportunities through subleasing arrangements, contributing to operational flexibility and improved margins.

Logistical Efficiency and Cost Savings

Another major competitive advantage for SLI is its logistical efficiency, bolstered by high-volume domestic outbound orders. Due to the sheer volume of shipments, we secure competitive shipping rates from major carriers like UPS and FedEx. This cost-effective shipping strategy allows the company to pass savings on to customers while ensuring faster delivery times. By optimizing both production and distribution, we not only enhance customer satisfaction but also strengthen our position as a top choice for high-performance automotive lighting solutions.

Specialized Customer Service

We created a dedicated wholesale department that focuses on competitive pricing, exceptional customer service, and comprehensive product support. By fostering these core values, we have positioned ourselves as a trusted partner in the industry. Our approach has allowed us to build long-lasting relationships with our customers, instilling trust and confidence in every transaction. Beyond simply making a purchase, our customers are able to fully understand the benefits and features of the products they buy, gaining insight into how each item can enhance their experience. Additionally, we offer tailored solutions that give customers the opportunity to customize their vehicles to meet their specific needs, helping them to make informed decisions about upgrades, modifications, and accessories. This comprehensive approach not only strengthens our customer base but also delivers a high level of satisfaction to their purchases.

Our Growth Strategies

Upgrading the California Facility

The California headquarters currently operate as a 140,000-square-foot facility in the City of Industry, and we plan to expand into an even larger space to accommodate increasing production demands. This move will boost production capacity, streamline operations, and reinforce our focus on advanced automotive lighting solutions.

In addition, the upgraded facility will improve production timelines and product availability for our West Coast customers. It will serve as a central hub for R&D, quality control, and customer support, ensuring we maintain strong technical expertise and high service standards.

Northeast Expansion

In addition to expanding our California headquarters, we plan to establish operations in the Northeast, specifically in New York or New Jersey, by the first quarter of 2026, to more effectively serve a key segment of our customer base and cover the entire East Coast. This expansion is designed to enhance both speed and efficiency. With the new facility, our goal is to deliver 98% of orders within two days. By situating a hub in this pivotal region, we will significantly reduce shipping times and streamline product distribution for our customers.

Cost-Effective Logistics for a Better Customer Experience

Expanding to the East Coast is a key component of our broader growth strategy. By establishing a facility in this region, we plan to create new shipping routes, reorganize our logistics network, and recruit specialized staff to better serve the distinct needs of the local market. Along the way, we will upgrade fulfillment processes, refine delivery schedules, and implement more efficient inventory management. These efforts aim to reduce domestic shipping costs and shorten transit times, creating operational efficiencies while delivering greater value to customers.

This approach also lays the groundwork for further nationwide expansion, enabling us to expand our product offerings and reach untapped markets. By focusing on faster delivery, improved supply chain management, and direct customer engagement, we expect to boost satisfaction among current automotive lighting enthusiasts, encourage repeat business, and drive sustained revenue growth, all while supporting ongoing innovation in the products we resell and services.

Diversifying Product Offerings Beyond Lighting

As part of our long-term growth strategy, we are expanding our aftermarket product offerings beyond lighting solutions. Our goal is to provide a more comprehensive selection of performance and styling products to meet the needs of car enthusiasts and professional tuners alike.

We plan to introduce a variety of aftermarket accessories, including body kits, performance exhaust systems, suspension upgrades, and high-performance braking solutions. By leveraging our existing expertise in quality manufacturing and strategic partnerships, we will work to uphold the same high standards in these new products that our customers have come to expect from SLI.

Additionally, we will continue collaborating with industry leaders and manufacturers to bring cutting-edge designs and technologies to market. Expanding our portfolio will not only increase our market reach but also establish SLI as a one-stop solution for vehicle customization and enhancement.

Expanding Customer Engagement and Relationships

We plan to expand our market presence through a combination of cold calling, attending industry trade shows, and engaging in face-to-face interactions with customers. By returning to pre-pandemic attendance at customer and industry events, we will showcase the products we resell, stay current with trends, and strengthen relationships with key decision-makers. We will also prioritize traveling to customer facilities to foster one-on-one meetings, gaining deeper insights into customer needs and offering personalized solutions. Our commitment to building strong, long-term relationships will position us ahead of competitors, enabling us to anticipate customer requirements and enhance our offerings. This approach will allow us to solidify our market position and drive continued growth in the automotive lighting industry.

Properties

We lease the following facilities as shown below:

REGULATIONS

Since we sell products throughout the U.S., we must be registered with individual states and obtain and comply with the terms and conditions of government permits, certificates, licenses, authorizations, approvals and satisfy other requirements under U.S. laws, as well as state and local government laws.

Motor vehicle parts sold in the U.S. are obligated to meet all applicable regulatory requirements in every U.S. jurisdiction in which it operates, distributes, or sells its products. Some required permits, certifications, or licenses are costly and difficult to obtain. Violations of applicable environmental, health, or safety laws and regulations may result in significant sanctions, including civil and criminal fines, penalties orders to cease non-compliant operations or to conduct corrective actions, or suspension or revocation of permits, certificates, and licenses.

Regulations on Safety

The transportation industry in the US is regulated by the government, one of the key federal agencies being the Department of Transportation (“DOT”). DOT mandates licensing, insurance and service requirements on the operators in this industry.

When importing car lights into the United States, one of the most critical regulations governing vehicle lighting is Federal Motor Vehicle Safety Standard (“FMVSS”) No. 108, enforced by the National Highway Traffic Safety Administration (“NHTSA”) under 49 CFR 571.108. FMVSS 108 establishes comprehensive requirements for specific photometric and aimability standards to ensure that the performance, durability, color, brightness, beam patterns, mounting position, and photometric output of all vehicle lighting, including headlights, taillights, brake lights, turn signals, and side markers to allow proper visibility for drivers without causing glare to oncoming traffic. For example, low-beam headlamps must not exceed a maximum luminous intensity of 1,380 candela at a specific vertical and horizontal angle to avoid excessive glare, while high-beam headlamps must provide a minimum intensity to illuminate objects at a safe distance. Additionally, taillights, brake lights, and turn signals must meet specific luminous intensity and flash rate standards to ensure they are visible in different lighting and weather conditions.

Under 49 CFR 571.108, S7.8, all lamps, reflective devices, and associated equipment must be permanently marked with the DOT symbol, certifying that they meet all FMVSS 108 requirements. This marking must be legible, indelible, and placed in a conspicuous location on the lighting equipment. Any lighting system that does not bear the DOT certification mark or fails to meet photometric and performance standards is considered noncompliant and illegal for road use in the United States. Such noncompliant products may be subject to recall, seizure, fines, and legal action by the NHTSA.

Additionally, adaptive driving beam headlights, which dynamically adjust light output to improve nighttime visibility without blinding other drivers, were recently approved under FMVSS 108 amendments. Any imported adaptive headlight systems must comply with specific operational and testing standards, ensuring that the beam adapts appropriately to oncoming traffic while maintaining sufficient roadway illumination.

Regulations on Importing

The U.S. Customs and Border Protection also plays a role in enforcing NHTSA requirements at the port of entry. Importers must file a Declaration (HS-7 Form) with CBP, confirming that the lights meet FMVSS 108 standards. Additionally, certain lights may be subject to tariffs and duties under the Harmonized Tariff Schedule, which importers must account for when bringing products into the country. Non-compliant lights may be rejected at the U.S. border, and importers may face civil penalties under 49 U.S.C. 30165, which allows the NHTSA to impose fines of up to $21,000 per noncompliant vehicle or lighting component, with a maximum penalty of over $100 million per violation series. Therefore, importers must verify compliance with FMVSS 108, NHTSA regulations, and DOT certification before importing or selling vehicle lighting equipment in the U.S.

Beyond federal regulations, state laws impose additional requirements, particularly for aftermarket and off-road lighting. For example, California’s Air Resources Board (CARB) enforces strict environmental and safety regulations, particularly for HID (high-intensity discharge) and LED lights, which must meet specific efficiency and emissions standards. Additionally, some states have restrictions on headlight and taillight colors, limiting the use of blue, red, or other non-standard hues on non-emergency vehicles. Tinted headlights or excessively bright lights may also be

prohibited in certain states. Importers and distributors must verify that the car lights comply with both federal FMVSS 108 standards and state-specific laws before selling them in any particular market. Failure to comply can result in fines, product recalls, or restrictions on sales in certain states.

Privacy, Data Protection and Data Security Regulation

We are also subject to many laws, rules and regulations that many jurisdictions have enacted that address privacy, data protection or data security, including laws, rules and regulations applying to the collection, use, storage, transfer, disclosure, retention, transmission, processing and security of personal information. Laws, rules, and regulations relating to privacy, data protection, and data security are evolving and subject to potentially differing interpretations. For example, in California, the CCPA broadly defines personal information, requires companies that process information of California residents to make new disclosures to consumers about their data collection, use and sharing practices, and gives California residents certain expanded privacy rights and protections, including the right to opt out of certain data sharing with third parties. Additionally, California voters passed the California Privacy Rights Act, or the CPRA, in November 2020, which introduced additional obligations, such as data minimization and storage limitations and granted additional rights to California residents when it went into effect in most material respects on January 1, 2023. The enactment of the CCPA and CPRA are some of the first of similar legislative developments in other states in the U.S., which creates the potential for a patchwork of overlapping but different state laws and could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business, results of operations, and financial condition. These privacy laws may require the expenditure of significant resources to enable compliance. These privacy laws, and proposed legislations, if enacted, and the interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, create complex compliance issues for us and data we receive, use and share, and have caused, and may continue to cause, variation in requirements, increase restrictions and potential legal risk and impact strategies and the availability of previously useful data, potentially exposing us to additional expense, adverse publicity and liability. Moreover, as a result of our marketing activities, we may also be subject to applicable marketing privacy laws, including the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act of 1991.

Payment Processing Regulation

Our integrated technology platforms allow us to offer payment processing products, including card (debit and credit) processing, Automated Clearing House (“ACH”) funds transfers, and electronic-check processing, through on-premise point of sale devices and on our technology platform. Our payment processing solutions are designed to integrate into our existing products and applications, presenting payment information within existing workflows. Our payments platform helps reduce administrative and payments processing costs and accelerate payment cycle times while improving customer satisfaction.

We utilize third parties to provide authorization, settlement and funding services in connection with our payment processing products. These institutions include third-party processors and sponsor banks, who facilitate our access to the card association networks (Visa, Mastercard, and Discover) and other financial institutions that facilitate our ACH transfers and e-check processing.

We derive most of our payment processing revenue from fees paid by our customers which principally include a processing fee that is charged as a percentage of total payment volume, as well as interchange fees and convenience-based fees. In some cases, including for ACH and e-check processing, fees are charged in the form of a fixed fee per transaction. Our revenue is re-occurring in nature and we benefit from a high degree of operating leverage given the combination of our highly scalable payments platform and low customer acquisition costs.

Our global operations are subject to a variety of laws, rules, regulations and compliance obligations, including banking and financial services industry laws and regulations, as well as privacy and data security regulations. For example, for card and ACH payment transactions that we process, we are subject to the card association rules, the operating rules promulgated by the North American Clearinghouse Association and privacy rules that related to our use, access and storage of customer financial information.

MANAGEMENT

The following table sets forth certain information with respect to our directors, executive officers and significant employees:

____________

*        The individual consents to be in such position upon the effectiveness of the registration statement of which this prospectus forms a part.

(1)      Member nominees of the Audit Committee

(2)      Member nominees of the Compensation Committee

(3)      Member nominees of the Nomination Committee

Directors and Executive Officer

Ka Kit Mak, Chairman of the Board

Mr. Ka Kit Mak serves as the Chairman of the Board of the Company since its incorporation. Mr. Mak has over 20 years of experience in the automotive parts industry, specializing in merchandise procurement, wholesale distribution, and product innovation. Since joining the Company in 2010, Mr. Mak has been instrumental in overseeing inventory procurement, managing supplier relationships, and driving product development, particularly in the auto lighting sector. Mr. Mak leads strategic sourcing initiatives and collaborates with overseas manufacturers to ensure efficient production and high-quality standards. His leadership in the Wholesale department has played a key role in expanding the company’s market reach and optimizing sales operations. Additionally, Mr. Mak’s expertise in e-commerce has provided valuable insights into digital sales strategies, contributing to the company’s growth in online markets. Mr. Mak’s ability to navigate international supply chains, negotiate with manufacturers, and drive product innovation has significantly contributed to the Company’s success. We believe that Mr. Mak is qualified to serve as our Director of Product Sourcing and Innovation based on his extensive industry knowledge and operational expertise.

Dao Chung Cheung, Chief Executive Officer and Director

Mr. Danny Cheung has been a key leader in the Company’s warehouse operations and logistics management since August 2016. With extensive experience in wholesale and retail distribution, he oversees supply chain efficiency, inventory accuracy, and operational compliance across the Company’s operations in California, Texas, and South Carolina. Mr. Cheung is responsible for inventory control, implementing strategies to prevent stock discrepancies, and ensuring timely, cost-effective deliveries. His deep expertise in logistics allows him to optimize transportation and routing across multiple states, while also fostering a skilled workforce through leadership and training. Before joining the Company, he was involved in scaling successful businesses, including U.S. Bankcard Service, Inc. and First America Mortgage Inc., where he developed strong vendor negotiation and management skills. Mr. Cheung combines his practical experience with coursework completed at University of California, Los Angeles, driving efficiency, innovation, and continued growth within the Company.

Vincent Lau, Chief Financial Officer

Mr. Vincent Lau has more than 11 years of financial-management experience in the automotive lighting industry. Since joining Sonic OpCo in 2014, he has progressed through key leadership roles and was appointed Chief Financial Officer in 2025, where he directs the Company’s financial strategy, planning and analysis, reporting, treasury, and corporate

governance functions. In this capacity, Mr. Lau has led the enhancement of GAAP-compliant reporting, strengthened internal controls, upgraded financial systems to support rapid growth, and optimized the capital structure to position the Company for an initial public offering. He oversees cash-flow and treasury operations, manages multi-state tax compliance in the states of California, Texas, South Carolina and Washington, and coordinates audit readiness with external auditors and legal advisors, ensuring the Company remains fully compliant with regulatory requirements. His earlier roles included Finance Controller, Accounting Manager, among others, where he implemented new accounting software and delivered actionable financial insights that guided executive decision-making and operational expansion. Mr. Lau holds a Bachelor of Arts in Economics from the University of California, Los Angeles, and couples this academic foundation with extensive hands-on experience in financial leadership. Mr. Lau graduated from University of California, Los Angeles in 2012 with a bachelor’s degree in economics. We believe that Mr. Lau is well qualified to continue serving as our Chief Financial Officer based on his strategic financial acumen, regulatory expertise, and proven ability to drive sustainable business growth.

Laura Man Yan Wai, Chief Operating Officer

Ms. Wai brings more than 15 years of operations-leadership experience in the automotive lighting industry. Since joining Sonic OpCo in 2010, she has progressed through key roles and, in 2023, was appointed Chief Operating Officer, where she directs multi-facility operations, supply-chain strategy, infrastructure development, and cost-management initiatives supporting the company’s national expansion. In this capacity, Ms. Wai has introduced automation technologies, strengthened vendor partnerships, and embedded a culture of continuous improvement and regulatory compliance — driving scalable growth while controlling logistics and fulfillment costs. Through her earlier appointments as Director of Operations, Operations Manager, and other operational posts, she built high-performing teams, implemented analytics dashboards, achieved full OSHA compliance, and reduced inventory shrinkage, materially improving efficiency and transparency across distribution centers. Ms. Wai completed Business Marketing studies at California State Polytechnic University, Pomona, and combines this academic grounding with extensive hands-on expertise in supply-chain optimization, infrastructure scaling, and cross-functional leadership. We believe that Ms. Wai is qualified to serve as our Chief Operating Officer based on her strategic operational acumen, proven execution record, and commitment to driving sustainable organizational growth.

Nelson Ho Yin Li, Director

Mr. Li has been the Director of the Company since its incorporation. Mr. Li has over 15 years of experience in the automotive lighting industry. Since 2010, he has been the President of Sonic OpCo, overseeing the company’s strategic vision, operations, and industry positioning. Under his leadership, the company expanded its distribution network across California, Texas, and South Carolina, achieving over $100 million in gross sales and establishing a strong market presence. Mr. Li provides direction and oversight to all departments, collaborating with directors to align the company’s operations with its long-term objectives. His expertise in anticipating market trends, adopting new technologies, and fostering strategic partnerships has contributed significantly to the company’s growth. Mr. Li actively participates in international trade shows, using insights from these events to shape product offerings and expansion strategies. Mr. Li holds an Associate of Arts degree from East Los Angeles College in 1998 and combines his academic foundation with extensive hands-on experience in the industry. We believe that Mr. Li is qualified to serve as our Director based on his leadership skills, industry expertise, and proven track record in driving business growth.

Anthony Shing Him Wai, Director

Mr. Anthony Wai is the Director of the Company since its incorporation, a position he has held at Sonic OpCo since June 2010. Mr. Wai has over a decade of leadership experience and has played a key role in shaping the Company’s international sourcing strategy, sales operations, and product development. Under his leadership, the Company has expanded its market presence across California, Texas, and South Carolina, achieving gross sales of $100 million and employing over 100 personnel. As Director, Mr. Wai oversees international product sourcing and maintains strong relationships with manufacturers to negotiate favorable payment terms, enhancing the company’s financial flexibility. He is also responsible for managing sales strategies and pricing structures to ensure the Company remains competitive in the market while fostering innovation in product development. Mr. Wai began his career in the distribution sector, gaining hands-on experience in operations, packaging, shipping, and quality control supervision. He holds an Associate of Arts degree from East Los Angeles College. Additionally, Mr. Wai has demonstrated notable success in commercial and residential real estate investments, further showcasing his strategic decision-making and ability to navigate complex business environments. Mr. Wai’s extensive experience in distribution, market expansion, and investment strategies make him a vital asset to our leadership team.

Non-Employee Directors

Anthony S. Chan, Independent Director Nominee and Chair of Audit Committee

Mr. Anthony S. Chan (“Mr. Chan”) is an independent director nominee and chairman of the audit committee upon the Company’s listing on Nasdaq. Mr. Chan is a Certified Public Accountant registered with the State of New York and a seasoned executive with over 35 years of professional experience in auditing, financial reporting and business advisory. Since July 2025, Mr. Chan has served as an independent director and the chairman of the audit committee for Mega Fortune Co Ltd (Nasdaq: MGRT). Since May 2022, Mr. Chan has served as an independent director and the chairman of the audit committee for TOP Financial Group Limited (Nasdaq: TOP). Mr. Chan has served as President and Co-founder of CA Global Consulting Inc. since 2014 and as Director of Assurance and Advisory Services of Wei, Wei & Co., LLP, a PCAOB-registered public accounting firm based in New York, since February 2020. From November 2021 to November 2024, Mr. Chan served as the Chief Financial Officer (“CFO”) of Sharing Services Global Corporation (OTC: SHRG) and from February 2022 to March 2024, Mr. Chan served as the Chief Operating Officer of Alset Inc. (Nasdaq: AEI). From July 2019 to January 2020, Mr. Chan served as the CFO of SPI Energy Co. Ltd. (Nasdaq: SPI). From October 2017 to March 2019, Mr. Chan served as the CFO of Helo Corp. (OTC: HLOC). From September 2013 to November 2015, Mr. Chan served as Executive Vice President, Director and Acting CFO of Sino-Global Shipping America, Ltd. In addition, Mr. Chan was partner at three full-service CPA firms in New York, including UHY LLP (from September 2012 to August 2013), Friedman LLP (from September 2011 to July 2012) and Berdon LLP (from February 2005 to August 2011). Prior to that, he held executive and professional positions at various U.S. based companies including Primedia Inc, National Broadcasting Company, Arthur Anderson, KPMG, and PwC. Mr. Chan holds an MBA in Finance and Investments from Baruch College of the City University of New York, and a Bachelor of Arts in Accounting and Economics from Queens College of the City University of New York.

Mr. Chi Man Tse, Independent Director Nominee and Chair of Compensation Committee

Mr. Chi Man Tse (“Mr. Tse”) is an independent director nominee and will serve as the chairman of the nomination committee and as a member of the audit and nomination committees upon the Company’s listing on Nasdaq. Mr. Tse has over 18 years of experience in corporate finance and investment banking, having held senior leadership roles at prominent financial institutions across Asia. Mr. Tse started his career at Chase Manhattan Asia Limited, where he would later elevate to the role of Director and play a key role in building the firm’s investment banking activities in the Asia Pacific region. He subsequently held senior positions at leading financial institutions, including Sanwa International Finance, Security Pacific Asia, The Chase Manhattan Bank, Inchcape Pacific, Seapower, and Dresdner Kleinwort Benson. Over the course of nearly two decades, Mr. Tse led regional corporate finance teams, spearheaded mergers and acquisitions, and contributed to strategic decision-making and business development across Greater China and the broader Asia Pacific region. From May 2009 to June 2024, Mr. Tse has served as the Independent Non-Executive Director and Chairman of the Audit Committee of Puxing Energy Limited (HKEX: PEL), where he was responsible for providing oversight to the company’s board and ensuring minority shareholder interests. From November 1999 to June 2008, Mr. Tse served as the President and Chief Financial Officer of Imagi International Holdings Limited, where he oversaw the company’s finance, administration, investor relations and human resources functions. From February 1999 to October 1999, he served as the Executive Director of Lerado Group (Holding) Company Limited, where he was responsible for the overall strategic development and investor relations of the group. Mr. Tse received his bachelor’s degree of Business Administration and master’s degree of Business Administration from the University of Texas Arlington in 1977 and 1980, respectively.

Mr. Ka Ki So, Independent Director Nominee and Chair of Nomination Committee

Mr. Ka Ki So (“Mr. So”) is an independent director nominee and chairman of the compensation committee and as a member of the audit and compensation committees upon the Company’s listing on Nasdaq. Mr. So has over 19 years of experience in financial management, accounting, and internal controls, with a strong background in the retail and consumer products sector. Since August 2025, Mr. So has been serving as the Chief Financial Officer at Hammitt, Inc. Mr. So began his career in public accounting at Moss, Levy & Hartzheim, LLP where he served as a Senior Accountant from November 2005 to February 2011. He subsequently held a series of progressively senior finance leadership roles, including Cost Accounting Manager and later Financial Reporting Manager at Seven for all Mankind, Splendid, and Ella Moss, where he was responsible for general ledger accounting and cost controls from February 2011 to December 2016. From January 2017 to September 2018, Mr. So served as the Financial Controller at Hudson Clothing, LLC, overseeing accounting operations, internal audits, and financial reporting. From September 2022 to July 2025, Mr. So