As filed with the U.S. Securitiesand Exchange Commission on July 24, 2024.

RegistrationNo. 333-[  ]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FormF-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

PYROAI INC.

(ExactName of Registrant as Specified in its Charter)

Unit901, 9th^th Floor, Capital Centre

151Gloucester Road

WanChai, Hong Kong

+(852)3622 3410

(Address,including zip code, and telephone number, including

areacode, of Registrant’s principal executive offices)

CogencyGlobal Inc.

122East 42^nd Street, 18^th Floor

NewYork, NY 10168

+1800-221-0102

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

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement. Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

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

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

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

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

Emerginggrowth company ☒

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

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

EXPLANATORYNOTE

ThisRegistration Statement contains two prospectuses, as set forth below.

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

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

Informationcontained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with theSecurities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registrationstatement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall therebe any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such State.

PYROAI INC.

2,250,000ORDINARY SHARES

Thisis an initial public offering of the ordinary shares, par value US$0.0005 per share (“Shares” or “OrdinaryShares”) of Pyro AI Inc. (“Pyro Cayman”). We are offering 2,250,000 Shares of Pyro Cayman on a firmcommitment basis. No public market currently exists for our Shares. The initial public offering price is expected to be between $4.00and $5.00 per Share. We intend to list our Shares on the Nasdaq Capital Market under the symbol “PYRO”.At this time, Nasdaq Capital Market has not yet approved our application to list our Shares. The closing of this offering is conditionedupon Nasdaq Capital Market’s final approval of our listing application. However, there is no assurance that this offering willbe closed and our Shares will be trading on the Nasdaq Capital Market.

TheSelling Shareholders may offer, sell or distribute all or a portion of these securities from time to time through public or private transactions,at either prevailing market prices or at privately negotiated prices. See the section titled “Selling Shareholders Plan Of Distribution”in the Resale Prospectus for details. The Ordinary Shares registered for resale as part of the Resale Prospectus, once registered, willconstitute a considerable percentage of our public float. The sales of a substantial number of registered shares could result in a significantdecline in the public trading price of our Ordinary Shares and could impair our ability to raise capital through the sale or issuanceof additional Ordinary Shares. We are unable to predict the effect that such sales may have on the prevailing market price of our OrdinaryShares. Despite such a decline in the public trading price, certain Selling Shareholders may still experience a positive rate of returnon the Ordinary Shares due to the lower price that they purchased the Ordinary Shares compared to other public investors and may be incentivizedto sell their Ordinary Shares when others are not. See “Risk Factors — The future sales of Ordinary Shares by existing shareholders,including the sales pursuant to the Resale Prospectus, may adversely affect the market price of our Ordinary Shares.”

Weare an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and will be subject to reducedpublic company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a ForeignPrivate Issuer.”

Uponthe completion of this offering and the sale of our Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectusfiled contemporaneously herewith, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules becauseour Controlling Shareholder, K Family Inc., of which Mr. Wu Kin Chung, our Chief Executive Officer, is the sole director and the solebeneficial owner, will own 79.9% of our total issued and outstanding Shares, representing 79.9% of the total voting power,assuming that the underwriters do not exercise their over-allotment option.

Weare not a Hong Kong operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company withno material operations of our own, we conduct our operations through our operating subsidiary in Hong Kong, Pyro Entertainment Limited,or Pyro HK. This is an offering of the Shares of Pyro Cayman, the holding company in the Cayman Islands, instead of the shares of PyroHK. References to the “Company”, “we”, “us”, and “our” in the prospectus are to PyroCayman, the Cayman Islands entity that will issue the Shares being offered. References to “Pyro HK” are to the Hong Kongentity operating the business and generating all revenue and profit stated in the consolidated financial statements of the Company includedelsewhere in this prospectus. The Company owns 100% of Pyro HK. Investors in our Shares should be aware that they may never hold equityinterests in the Hong Kong operating company directly. Investors are purchasing equity solely in Pyro Cayman, our Cayman Islands holdingcompany, which directly owns equity interests in the Hong Kong operating company. Because of our corporate structure, we as well as ourinvestors are subject to unique risks due to uncertainty of the interpretation and the application of PRC laws and regulations. We arealso subject to the risks of uncertainty about any future actions of the PRC government in this regard. We may also be subject to sanctionsimposed by PRC regulatory agencies including the China Securities Regulatory Commission (“CSRC”), if we fail to comply withtheir rules and regulations. PRC regulatory authorities could disallow our operating structure in the future, and this would likely resultin a material change in our operations in China and/or the value of our Shares, which could cause the value of such securities to significantlydecline or become worthless. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of risks facingthe Company and the offering as a result of this structure.

Thereare legal and operational risks associated with being based in and having the majority of our operations in Hong Kong. The PRC governmentmay exercise significant oversight and discretion over the conduct of our business and may intervene or influence our operations at anytime. Such government actions could result in a material change in our operations and/or the value of the securities we are registeringfor sale; could significantly limit or completely hinder our ability to continue our operations; could significantly limit or completelyhinder our ability to offer or continue to offer our securities to investors; and may cause the value of our securities to significantlydecline or be worthless.

ThePRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operationsin certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancingsupervision over China-based companies listed overseas using variable interest entity (“VIE”) structure, adopting new measuresto extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that we are directlysubject to these regulatory actions or statements, as we do not have a VIE structure. Further, currently, based on our understanding of the PRC laws and regulations,Pyro HK may provide customers with non-sensitive information when using our products. As at the date of this prospectus, based on ourunderstanding, all the games developed by the Group are neither sold nor allowed to be published on the network platform in mainland China.As such, we believe that the users do not include natural persons in mainland China, but because the information of the above naturalpersons is not collected/stored/used/processed by us, therefore, we cannot confirm that these users may include natural persons in mainlandChina. In the future, if we meet specific circumstances such as providing products or services to natural persons in mainland China, andcollect, store and process personal information of natural persons in mainland China, it will be governed by the Personal InformationProtection Law of the PRC, which does not exclude the need to comply with it and other relevant provisions. Since these statements and regulatoryactions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existingor new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or the potentialimpact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investmentsand list on a U.S. exchange. Any change in foreign investment regulations, and other policies in China or related enforcement actionsby China government could result in a material change in our operations and/or the value of the securities we are registering for saleand could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors or cause thevalue of our Shares to significantly decline or be worthless.

OurOrdinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCAAct”) if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect our auditors for two consecutiveyears. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”) was enacted, whichamended the HFCA Act by extending the aforementioned inspection period to from two to three consecutive years. On December 16, 2021,the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in Mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOBmade its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities underthe HFCA Act. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the MainlandChina Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, OnestopAssurance PAC, is headquartered in Singapore and registered with the PCAOB. Our auditor is subject to laws in the United States pursuantto which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards,with the last inspection occurring in July 2023. In addition, our auditors did not appear as part of the PCAOB’s report of determinationsunder the lists in Appendix A or Appendix B of the report issued by the PCAOB on December 16, 2021. On August 26, 2022, the China SecuritiesRegulatory Commission, or CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governinginspections and investigations of audit firms based in China and Hong Kong and taking the first step toward opening access for the PCAOBto inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the Protocol,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered abilityto transfer information to the SEC. Our auditor, Onestop Assurance PAC, has no auditor’s work papers in China as of the date ofthis prospectus. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registeredpublic accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinationsthat the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China andHong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accountingfirms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and ourauditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and has resumedregular inspections since March 2023. The PCAOB is continuing pursuing ongoing investigations and may initiate new investigations asneeded. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly.Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely ourauditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our OrdinaryShares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors— Recent joint statement by the SEC and PCAOB, Nasdaq’s proposed rule changes and the HFCA Act all call for additional andmore stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially thenon-U.S. auditors who are not inspected by the PCAOB” for further information.

Weconduct substantially all of our operations in Hong Kong through our Hong Kong subsidiary, Pyro HK. Accordingly, substantially all ourcash and assets are denominated in Hong Kong Dollars. Pyro HK is our sole operating subsidiary located in Hong Kong. As of the date ofthis prospectus, Pyro Cayman and its subsidiary Pyro HK have not experienced any difficulties or limitations on their ability to transfercash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how fundsare transferred. There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintainedin Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. See“Risk Factors — We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, anddistributions by, our HK subsidiary” on page 23, “Dividend Policy”, “Summary Consolidated Financial Data”,and “Consolidated Statements of Change in Shareholders’ Equity in the Report of Independent Registered Public AccountingFirm” for further details.

Cashis transferred through our organization in the following manner: (i) funds are transferred to Pyro HK, our Hong Kong operating entity,directly from Pyro Cayman in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or otherdistributions may be paid by Pyro HK to Pyro Cayman. During the six months ended December 31, 2023 and 2022 and the fiscal yearsended June 30, 2023 and 2022, the only transfer of assets among Pyro Cayman and Pyro HK consisted of cash. We have not paid any dividendson our Shares to date and we do not expect to pay dividends on our Shares in the foreseeable future. We intend to retain all availablefunds and future earnings, if any, for operation and business development and do not anticipate declaring or paying any dividends inthe foreseeable future. See “Prospectus Summary – Transfers of Cash through our Organization”

Aswe are a holding company, our ability to make dividend payments, if any, would be contingent upon our receipt of funds from our HongKong operating subsidiary Pyro HK.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investingin our Ordinary Shares involves risks. See “Risk Factors” beginning on page 18.

Wehave granted the underwriter a 45-day option to purchase up to an additional 337,500 Ordinary Shares at the public offeringprice, less the discount, to cover any over-allotments.

Theunderwriter expects to deliver the Ordinary Shares against payment as set forth under “Underwriting”,on or about [       ], 2024.

CATHAYSECURITIES, INC.

Thedate of this prospectus is [    ], 2024.

TABLEOF CONTENTS

Throughand including           2024 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities,whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligationto deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Youshould rely only on the information contained in this prospectus and any related free-writing prospectus that we authorize to be distributedto you. We have not authorized any person, including any underwriter, to provide you with information different from that contained inthis prospectus or any related free-writing prospectus that we authorize to be distributed to you. This prospectus is not an offer tosell, nor is it seeking an offer to buy, our Shares in any state or jurisdiction where such offer or sale is not permitted. The informationin this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies,regardless of the time of delivery of this prospectus or of any sale of the Shares offered hereby. Our business, financial condition,results of operations, and prospects may have changed since that date. We do not take any responsibility for, nor do we provide any assuranceas to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by usor on our behalf. Neither the delivery of this prospectus nor the sale of our Shares means that information contained in this prospectusis correct after the date of this prospectus.

Youmay lose all of your investment in our Shares. If you are uncertain as to our business and operations or you are not prepared to loseall of your investment in our Shares, we strongly urge you not to purchase any of our Shares. We recommend that you consult legal, financial,tax, and other professional advisors or experts for further guidance before participating in the offering of our Shares as further detailedin this prospectus.

Wedo not recommend that you purchase our Shares unless you have prior experience with investments in capital markets, possess basic knowledgeof the mobile and online gaming industry, and have received independent professional advice.

Marketand Industry Data

Thisprospectus includes statistics, other data and descriptive information relating to markets, market sizes, and other industry data pertainingto our business that we have obtained from the Frost & Sullivan Report, industry publications and surveys, government publicationsand other information available to us. Industry publications and surveys generally state that the information contained therein has beenobtained from sources believed to be reliable. Market data and statistics are inherently predictive and speculative and are not necessarilyreflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjectivejudgments by both the researchers and the respondents, including judgments about what types of products and transactions should be includedin the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, includingthat (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) differentassumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed withcaution. We believe that information from these industry publications included in this prospectus is reliable.

Trademarks,Service Marks, and Trade Names

Solelyfor convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM symbols,but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, ourrights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additionaltrademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use ordisplay of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorshipof us by, any other companies.

OtherPertinent Information

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

PyroCayman is a holding company with operations primarily conducted in Hong Kong through its operating Hong Kong subsidiary, Pyro HK. PyroHK’s reporting currency is HKD. This prospectus contains translations of certain foreign currency amounts into U.S. dollars forthe convenience of the reader. Unless otherwise noted, all translations from HKD to U.S. dollars and from U.S. dollars to HKD in thisprospectus were calculated at the noon buying rate of US$1 = HKD7.8109 and US$1 = HKD7.8363, representing the index rate stipulatedby the federal reserve as of December 31 and June 30, 2023, respectively. No representation is made that the HKD amounts couldhave been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

OnJune 27, 2024, for the purposes of the initial public offering, the shareholders of the Company approved a 1-for-2 forward splitof all our issued and outstanding Shares and to change the Company’s authorized share capital to $50,000 divided into100,000,000 ordinary shares, of a par value of $0.0005 each (the“Share Split”). Concurrently, K Family Inc. surrendered 1,584,000 ordinary shares, Snow Cove Group Limited surrendered72,000 ordinary shares, Ocean Bakery Group Limited surrendered 72,000 ordinary shares, Speed Breeze Group Limited surrendered 72,000ordinary shares to the Company, respectively. All historical share amounts and share price information presented in this prospectushave been proportionally adjusted to reflect the impact of the Share Split and the shares surrendered by our existing shareholderson June 27, 2024 as if they had occurred at the beginning of the earlier period presented.

Throughoutthis prospectus, we provide a number of key performance metrics used by our management to manage our business. Our key performance metricsinclude the following:

●“Daily Active Users” or “DAUs” refers to the number of individuals who played one of the Company’sgames during a particular day;

●“Monthly Active Users” or “MAUs” refers to the number of individuals who played a particular gamein the 30-day period ending with the measurement date;

●“Monthly Paying Users” or “MPUs” refers to the number of individuals who made a purchase of a virtualitem at least once on a particular platform in the 30-day period ending with the measurement date;

●“Monthly Payer Conversion” refers to the total number of MPUs, divided by the number of MAUs;

●“Average Monthly Paying Users” or “AMPU” refers to the average number of individuals who made apurchase of a virtual item at least once on a particular platform during the period;

●“Average Revenue Per User” or “ARPU” refers to the revenue generated from in-game purchases ineach period, divided by the number of months in that period, divided by the average number of MAUs during the period; and

●“Average Revenue Per Paying User” or “ARPPU” refers to the revenue generated from in-game purchasesin each period, divided by the number of months in that period, divided by the average number of MPUs during the period;

PROSPECTUSSUMMARY

Thissummary highlights selected information contained elsewhere in this prospectus. Because it is only a summary, it does not contain allof the information you should consider before making your investment decision. Before investing in our Shares, you should carefully readthis entire prospectus, including our financial statements and the related notes thereto and the information set forth under “RiskFactors,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” and “Business.” Unless the context otherwise requires, all references to “Pyro Cayman”,“we”, “us”, “our”, the “Company” and similar designations refer to Pyro AI Inc., a CaymanIslands company, and its wholly-owned subsidiary.

OurMission Statement

Weare a mobile and online game development company based in Hong Kong. Mobile gaming has been our calling since our inception in 2021.Our mission is to push the boundaries of interactive gaming entertainment by consistently delivering a groundbreaking and immersive gamingexperience. We strive to be at the forefront of innovations, creating and developing games that captivate, inspire and connect gameplayersacross the globe. We are dedicated to leveraging cutting-edge technologies, cultivating a culture of creativity and fostering a dynamicand inclusive environment.

Overview

Headquarteredin Hong Kong, we are engaged in the development of mobile and online games, including game design, programming and graphics and distributeour own mobile and online games on various platforms. We leverage on (i) the talents with innovative, creative and technical capabilitiesof the Hong Kong gaming industry community and (ii) the multicultural environment and diversified interests of mobile and online gameplayers in Hong Kong, and strive to produce and market a wider range of attractive, immersive and interesting mobile and online gamegenres to global gameplayers. We are evolving from our beginnings as a licensee of games owned by third parties to a developer andowner of our own games, and we soon will expand our business to include our own proprietary mobile and online platform.

Ourcore product offerings are:

Inaddition, we are developing a multi-functional mobile and online gaming platform on which our games as well as games from other gamingcompanies can be published online and on mobile devices. The platform will also comprise social media chatting, live streaming, advertisingand e-commerce functions to enhance its attractiveness and “stickiness” to users. We anticipate releasing the platform inthe first half of 2025 (calendar year).

Asat December 31, 2023, the Company has 63 experienced employees working as producers, game designers, artists, game enginedevelopers and marketing staff, and we are one of the few game development companies in Hong Kong that has a direct labor force of over50 employees with game development skills.

OurProducts and Services

OwnGames Development:

Wedevelop new mobile and online games, which we distribute to various regions via various third-party gaming platforms for gameplayersto download and play. Our games are as follows: (i) Abyss; (ii) M2; (iii) Mythicland, (iv) Solitaire; (v) Mascot Whoops; and (vi) DynastyPantheon (formerly known as Three Kingdoms Warring).

Licensingof Third Party Games:

TheCompany licenses exclusive or non-exclusive rights from third party game developers of mobile games to operate their games in designatedgeographic regions via various platforms for gameplayers to download and play the games. We will modify these games so as to localizetheir contents (including the playable character inside the game) before launching in the designated regions for our licensors. The licensedgames are as follows: Pride, Iteno, Happy Town, Mochi Crush, Cat Island and Slip Puzzle. We also license the game Barcode Footballer,the license for which was mutually terminated on May 23, 2024. During the past two fiscal years and most recent interim period, the Companygenerated a majority of its revenue from Barcode Footballer, which was predominately due to our limited operating history. Since thecommercialization of Abyss and other self-developed games, our reliance on the revenue generated from Barcode Footballer has been mitigatedfrom 97.0% for the year ended June 30, 2022 to 60.0% for the year ended June 30, 2023 and further decreased to 57.9% for the six monthsended December 31, 2023. The termination of Barcode Footballer also reflected a broader strategic shift by the management team withrespect to our business strategy, such as focusing on developing our self-developed games rather than maintaining and relying  onlicensed games from third-party developers. Therefore, the management team perceives the financial impact of such termination asimmaterial since the licensing agreement was to expire in July 2024. In addition, the management teamalso anticipated that the commercial terms may be less favorable as compared to the existing licensing agreement in the event that thelicensing agreement was renewed for further terms. As a result, the revenue, income from continuing operations and profitabilityof the Company would not be adversely affected for the year ending June 30, 2024.

SoftwareGame Development Services:

TheCompany also provides game designs and other related software game development services to its customers on a contract basis. Forthe six months ended December 31, 2023 and 2022 and the fiscal years ended June 30, 2023 and 2022, the Company rendered game designand other related software game development services to three of its customers, a renowned online game and educational companyand two game development and publishing companies, respectively.

Developmentof our Own Company Gaming Platform:

TheCompany is currently developing a mobile and online games hosting, social media chatting, live streaming, advertising and e-commercePlatform (the “Company Platform”), which in the future would allow us to launch our own developed games on the Company Platformin addition to using third party platforms as per current practice. We anticipate releasing the platform in the first half of 2025 (calendaryear).

OurCompetitive Strengths

Oneof the Largest Game Production Companies in Hong Kong:

Weare one the of the largest game production companies in Hong Kong, with an aggregate of 63 personnel as at December 31,2023. According to Frost & Sullivan, we are ranked within top five with respect to the number of game developers in game developmentcompanies in Hong Kong in 2023.

StrongProduction and Content Creative Capabilities with Fast Growing User Base:

Wemaintain a strong production and development team which enables us to quickly and efficiently develop our own original mobile and onlinegames. Our own developed game, namely Abyss achieved 777,794 downloads globally as of December 31, 2023.

ExperiencedManagement Team and High Quality Staff:

TheCompany employs a team of high quality and versatile staff with diversified game production experience.

StrongResearch and Development Capabilities:

Weare one of the leading companies in the online and mobile gaming industry in Hong Kong due to our strong research and developmentcapabilities. We have developed a proprietary “multiplayer server” program (the “Game Server”) without adoptingor relying on any third-party software. Our Abyss game, which is a roguelike ARPG game that utilizes this Game Server to enhanceour gameplayers’ experiences.

OurBusiness Strategies and Future Plans

Launchof the Company Platform:

Wetarget to complete and plan to launch the Company Platform tentatively in the first quarter of 2025 (calendar year), and we areable to offer high quality games and an interactive social media, both from us and from other gaming companies, to gameplayers.

Developmentof New Games:

Weare on track to launch at least four new games developed by us in 2024. We will continue to enrich our high-quality game portfolio andcontent offerings.

Addto our Licensed Games Portfolio:

Wewill seek to add to our product portfolio from third party licensed games, primarily games produced in Japan, which we will distributein other Asia pacific regions to enrich the Company’s game portfolio and increase our revenue stream. We are on the track to launcha licensed game “Pride” in the first half of 2024 (calendar year).

Continueto Expand our Gameplayer Base and Improve Gameplayer Stickiness:

Wewill continue our marketing and promotion efforts to increase the number of new gameplayers and retain existing gameplayersat the same time. Efficient traffic acquisitions, data analytics of gameplayers group and monetization can provide more useful insightsto us to take effective actions to expand our gameplayer base and improve gameplayer stickiness.

GeographicFootprint, Strategic Alliance and Industry Collaboration:

Wewill seek to create alliances with other gaming companies within the Asia-Pacific Region, so as to create new opportunities and alsoto promote the Company in new markets. We also will dedicate more resources in strategically advantageous regions that could generatemore revenue for the Company.

CorporateHistory and Structure

Weare not a Hong Kong or a mainland China operating company, but an offshore holding company incorporated in the Cayman Islands. As a holdingcompany with no material operations of our own, we conduct our operations through our operating company in Hong Kong, Pyro HK. This isan offering of the Shares of Pyro AI Inc., the holding company in the Cayman Islands, instead of the shares of Pyro HK.

Becausewe are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, andyour ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “RiskFactors” and “Enforceability of Civil Liabilities” for more information.

Thefollowing diagram illustrates our corporate and shareholding structure as of the date of this prospectus and after giving effect to thisoffering:

Formore details, see “Corporate History and Structure”.

PermissionRequired From Hong Kong and Chinese Authorities

Wehave been advised by Loeb & Loeb LLP, our U.S. and Hong Kong counsel, that based on their understanding of the pertinent currentHong Kong laws as of the date of this prospectus, the Company and its subsidiary, Pyro HK are not required to obtain any permissionsor approvals from Hong Kong authorities before listing in the U.S. and issuing our Shares to foreign investors. No such permissions orapprovals have been applied for by the Company and its subsidiary or denied by any relevant authorities. As of the date of this prospectus,Pyro HK has received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to its business registration certificates. However, we have been advised by Loeb & Loeb LLP that uncertaintiesstill exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Basedon our management’s internal assessment and on the opinion of our PRC counsel, Guangdong Wesley Law Firm, the Company andits subsidiary currently have no operations in the mainland China, our management understands that as of the date of this prospectus,the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our OrdinaryShares to foreign investors, including the Cyberspace Administration of China (the “CAC”) or the China SecuritiesRegulatory Commission (the “CSRC”) because (i) the CSRC currently has not issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) the Company operates in Hong Kongand is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRCor the CAC. We also understand that Pyro HK is not required to obtain any permissions or approvals from any Chinese authorities to operatetheir businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Company or denied by anyrelevant authorities. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC couldchange rapidly in the future.

Inthe event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subjectto review by the CSRC or the CAC and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevantpermissions or approvals were not required, or (iii) we did not receive or maintain relevant permissions or approvals required, any actiontaken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continueto offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

Inthe event that we become subject to PRC laws or to the jurisdiction of Chinese authorities, we may incur material costs to ensure compliance,be subject to fines, experience devaluation of securities or delisting, no longer conduct offerings to foreign investors, or no longerbe permitted to continue our current business operations.

Transfersof Cash through our Organization

Weconduct substantially all of our operations in Hong Kong through our Hong Kong subsidiary, Pyro HK. Accordingly, substantially all ourcash and assets are denominated in Hong Kong Dollars. Pyro HK is our sole operating subsidiary located in Hong Kong. As of the date ofthis prospectus, Pyro Cayman and its subsidiary Pyro HK have not experienced any difficulties or limitations on their ability to transfercash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how fundsare transferred. There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintainedin Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. See“Risk Factors — We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, anddistributions by, our HK subsidiary” on page 23, “Dividend Policy”, “Summary Consolidated Financial Data”,and “Consolidated Statements of Change in Shareholders’ Equity in the Report of Independent Registered Public AccountingFirm” for further details.

Cashis transferred through our organization in the following manner: (i) funds are transferred to Pyro HK, our Hong Kong operating entity,directly from Pyro Cayman in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or otherdistributions may be paid by Pyro HK to Pyro Cayman. During the six months ended December 31, 2023 and 2022 and the fiscal yearsended June 30, 2023 and 2022, the only transfer of assets among Pyro Cayman and Pyro HK consisted of cash. Material intra-group cashtransfers for the fiscal years ended June 30, 2023 and 2022 are set forth below:

Wehad not declared or paid any dividends or made any transfers of assets among us or our operating subsidiary. We currently intend to retainall available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or payingany dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of ourboard of directors after considering our financial condition, results of operations, capital requirements, contractual requirements,business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financinginstruments.

Weare permitted under the laws of the Cayman Islands to provide funding to our operating subsidiary through loans and/or capital contributionswithout restriction on the amount of the funds loaned or contributed.

CaymanIslands. Subject to Hong Kong law, the Companies Act and our Memorandum and Articles of Association, under Cayman Islands law, ourCompany in general meeting may declare dividends in any currency, but no dividends shall be declared in excess of the amount recommendedby our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of the memorandumand articles of association of an exempted company incorporated in the Cayman Islands, an exempted company incorporated in the CaymanIslands may pay dividends and distributions out of its share premium account. In addition, based upon English case law that is likelyto be persuasive in the Cayman Islands, dividends may be paid out of profits.

HongKong. Under Hong Kong law, dividends may only be paid out of distributable profits (that is, accumulated realized profits less accumulatedrealized losses) or other distributable reserves. Dividends cannot be paid out of share capital. There are no restrictions or limitationsunder the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of HongKong, nor is there any restriction on foreign exchange to transfer cash between the Company and its subsidiaries, across borders andto U.S. investors, nor are there any restrictions or limitations on distributing earnings from our business and our subsidiaries to theCompany and U.S. investors. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kongin respect of dividends paid by us.

Formore information, see “Dividend Policy,” “Risk Factors” and “Summary Financial Data” and “ConsolidatedStatements of Changes in Shareholders’ Equity” for the six months ended December 31, 2023 and 2022 and the fiscalyears ended June 30, 2023 and 2022 contained in this prospectus.

ENFORCEABILITYOF CIVIL LIABILITIES

Weare incorporated under the laws of the Cayman Islands. Service of process upon us and upon our directors and officers and the CaymanIslands experts named in this prospectus, many of whom reside outside of the United States, may be difficult to obtain within the UnitedStates. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outsidethe United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collectwithin the United States.

Wehave irrevocably appointed Cogency Global Inc. as our agent to receive service of process in any action against us in any U.S. federalor state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of ouragent is 122 East 42^nd Street, 18^th Floor, New York, NY 10168.

ConyersDill & Pearman (“Conyers”), our counsel as to Cayman Islands law, has advised us that there is uncertainty asto whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directorsor officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securitieslaws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors orofficers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the UnitedStates.

Conyershas informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courtsof the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments),the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained inthe Foreign Courts against the Company based upon the Documents expressed to be governed by the Foreign Laws under which a sum of moneyis payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect ofa fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgmentbased thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did notcontravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of thejudgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submittedprior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct proceduresunder the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courtsunder civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islandsto give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been madeby a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in theCayman Islands.

Substantiallyall of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residentsof jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States.As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons. The nationalityand residence of our directors and executive officers is as follows:

Allof our directors and officers reside outside the United States in Hong Kong. We have been advised by Loeb & Loeb LLP, our U.S. andHong Kong counsel, that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of UnitedStates courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities lawsof the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directorsor officers predicated upon the securities laws of the United States or any state in the United States.

Ajudgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at commonlaw by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on thestrength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money(not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusiveon the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtainedby fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognitionwould be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) thejudgment was in conflict with a prior Hong Kong judgment.

HongKong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to theenforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilitiespredicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the UnitedStates.

Itis also uncertain whether, in the future, the Hong Kong government will implement regulations and policies of the Chinese governmentor adopt regulations and policies of its own that are substantially similar to those of the Chinese government.

SUMMARYOF RISK FACTORS

Investingin our Shares involves risks. You should carefully consider the risks described in “Risk Factors” before making a decisionto invest in our Shares. If any of these risks actually occurs, our business, financial condition, or results of operations could bematerially and adversely affected. In such case, the trading price of our Shares would likely decline, their liquidity could drop significantlyand you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

RisksRelated to Doing Business in China

Ouroperations are currently substantially based in Hong Kong, a Special Administrative Region of China. Although Hong Kong has its own governmentaland legal system that is independent from China, it is uncertain whether in the future the Hong Kong government will implement regulationsand policies of the Chinese government or adopt regulations and policies of its own that are substantially the same as those of the Chinesegovernment. Therefore, the legal and operational risks that apply to operating in China also apply to our operations in Hong Kong. See“Risk Factors — Risks Related to Doing Business in China” beginning on page 18 for a more detailed discussion of therisks involved. These risks include but are not limited to, the following:

RisksRelated to Our Business

Ourbusiness is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materiallyand adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks include, but arenot limited to, the following:

RisksRelated to our Shares

Inaddition to the risks described above, we are subject to general risks and uncertainties relating to our Shares and this offering, includingbut not limited to the following:

RecentRegulatory Development in China

Weare aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operationsin certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancingsupervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend thescope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

CybersecurityLaws

OnDecember 28, 2021, the CAC jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) (“2021Measures for Cybersecurity Review”) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review(2020) issued on July 10, 2021. The 2021 Measures for Cybersecurity Review provides that operators of critical information infrastructure,network products and services, and online platform operators (together with the operators of critical information infrastructure, the“Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurityreview, any online platform operator who controls more than one million users’ personal information must go through a cybersecurityreview by the cybersecurity review office if it seeks to be listed in a foreign country.

Giventhe nature of our business, we believe this risk is not significant. Our operating subsidiary, Pyro HK may collect and store certaindata (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection withour business and operations and for “Know Your Customers” purposes (to combat money laundering).

Basedon the opinion of our PRC counsel, Guangdong Wesley Law Firm, we believe that Pyro HK is deemed not to be an “operator of criticalinformation infrastructure,” “data processor,” or “network platform operator,” because (i) our operatingsubsidiary was incorporated in Hong Kong and we operate in Hong Kong without any subsidiary or VIE structure in the mainland China andthe 2021 Measures for Cybersecurity Review does not clearly provide whether it shall be applied to a company based in Hong Kong; (ii)as of the date of this prospectus, our operating subsidiary publishes our games through third party platforms which do not discloseany personal information of the gameplayers to us, and we do not collect or hold any personal information of the gameplayers; (iii) allof the non-personal data that our operating subsidiary has collected is stored in servers located in Hong Kong, Singapore and the UnitedStates; and (iv) as of the date of this prospectus, our operating subsidiary has not been informed by any PRC governmental authorityof any requirement that it files for a cybersecurity review or a CSRC review.

Ifthe CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offeringand any follow-on offering, we cannot assure you that we will be able to list our Shares on U.S. exchanges, or continue to offer securitiesto investors, which would materially affect the interest of the investors and cause significantly depreciation of our price of Shares.See “Risk Factors — We may be required to obtain approval from PRC authorities to list on overseas stock exchanges inthe future.”

Lawson Offshore Securities Offering

OnFebruary 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,or the Trial Administrative Measures, and five supporting guidelines, came into effect on March 31, 2023. The Trial AdministrativeMeasures further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The OverseasListing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing proceduresof and submit the relevant information to CSRC, failing which we may be fined between RMB 1 million and RMB 10 million.

PyroAI Inc. is a holding company incorporated in the Cayman Islands with operating entity solely based in Hong Kong, and it does not haveany subsidiary or VIE in Mainland China or intend to acquire any equity interest in any domestic companies within Mainland China, noris it controlled by any companies or individuals of Mainland China. Further, we are headquartered in Hong Kong with our officers andall members of the board of directors based in Hong Kong who are not Mainland China citizens and all of our revenues and profits aregenerated by our subsidiary in Hong Kong.

Basedon the PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulationsthat may be adopted by PRC government authorities, neither we nor our operating subsidiary in Hong Kong is currently required to obtainany permission or approval from the PRC government authorities, including the CSRC and CAC, to operate our business, list on the U.S.exchanges, or offer the securities to foreign investors.

Asof the date of this prospectus, neither we nor our operating subsidiary has ever applied for any such permission or approval. Any failureto obtain or delay in obtaining such approval or completing such procedures for this offering, or any rescission of any such approvalif obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval orother government authorization for this offering. These regulatory authorities may impose fines and penalties on our operations in China,limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of theoffering from this offering into China or take other actions that could materially and adversely affect our business, financial condition,results of operations, and prospects, as well as the trading price of our shares. The CSRC or other PRC regulatory authorities also maytake actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the Shares offeringhereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, youdo so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgatenew rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures forthis offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain sucha waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business,prospects, financial condition, reputation, and the trading price of the shares.

Implicationsof HFCA Act

OurShares may be prohibited from being trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect our auditor forthree consecutive years beginning in 2021.

Ourauditor, Onestop Assurance PAC, is an independent registered public accounting firm that issues the audit report included elsewhere inthis prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it issubject to laws in the United States pursuant to which the PCAOB conducts regular inspections on its audit works to assess its compliancewith the applicable professional standards. Our auditor is currently subject to PCAOB inspections and PCAOB is able to inspect our auditorin relation to our U.S. listing.

TheSEC adopted rules to implement the HFCA Act and, pursuant to the HFCA Act, the PCAOB issued its report on December 16, 2021, notifyingSEC of its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquarteredin mainland China or Hong Kong because of a position taken by one or more authorities in those jurisdictions. The PCAOB made its determinationspursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities under the HFCA Act.

OnAugust 26, 2022, the PCAOB signed the SOP Agreements with the CSRC and China’s Ministry of Finance. The SOP Agreements establisheda specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainlandChina and Hong Kong, as required under U.S. law. However, if the PCAOB continues to be prohibited from conducting complete inspectionsand investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, the PCAOB is likely to determine by theend of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accountingfirms in mainland China and Hong Kong completely, and the companies audited by those registered public accounting firms would be subjectto a trading prohibition on U.S. markets pursuant to the HFCA Act.

OnDecember 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registeredpublic accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board willconsider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB isunable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted fromthe stock exchange. On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCAAct by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutive years instead of three, and thus, reduced the time before our Ordinary Shares may be prohibitedfrom trading or delisted. The delisting of our Shares, or the threat of their being delisted, may materially and adversely affect thevalue of your investment.

ControlledCompany

Uponthe completion of this offering and the sale of our Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus filedcontemporaneously herewith, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because ourControlling Shareholder, K Family Inc., of which Mr. Wu Kin Chung, our Chief Executive Officer, is the sole director and the sole beneficialowner, will own 79.9% of our total issued and outstanding Shares, representing 79.9% of the total voting power, assuming that the underwritersdo not exercise their over-allotment option.

CorporateInformation

Ourprincipal office is located at Unit 901, 9^th Floor, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong and ourtelephone number is +852-36223410. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman)Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. Our Company website is http://www.pyro.asia.The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registrationstatement of which it forms a part. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East42^nd Street, 18^th Floor New York, NY 10168.

Implicationsof Being an Emerging Growth Company and a Foreign Private Issuer

Asa company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growthcompany” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we may takeadvantage of certain reduced disclosure and requirements that are otherwise applicable generally to U.S. public companies that are notemerging growth companies. These provisions include:

TheJOBS Act also permits an emerging growth company, such as us, to delay adopting new or revised accounting standards until such time asthose standards are applicable to private companies. We have not elected to “opt out” of this provision, which means thatwhen a standard is issued or revised and it has different application dates for public or private companies, we will have the discretionto adopt the new or revised standard at the time private companies adopt the new or revised standard and our discretion will remain untilsuch time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualifyas an emerging growth company.

Wewill remain an emerging growth company until the earliest of:

Wehave taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be differentthan the information you receive from other public companies.

Inaddition, upon closing of this offering, we will report under the Exchange Act as a “foreign private issuer.” As a foreignprivate issuer, we may take advantage of certain provisions under the Nasdaq rules that allow us to follow Cayman Islands law for certaincorporate governance matters. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign privateissuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic publiccompanies, including:

Foreign private issuers, like emerging growth companies, are also exempt from certain more stringentexecutive compensation disclosure rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growthcompany, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neitheran emerging growth company nor a foreign private issuer.

Wemay take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine ourstatus as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign privateissuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstancesapply :

THEOFFERING

Unlessotherwise indicated, all information in this prospectus assumes or gives effect to:

SUMMARYCONSOLIDATED FINANCIAL DATA

Thefollowing summary consolidated statements of operations and comprehensive income data and cash flow data for the fiscal years endedJune 30, 2023 and 2022 and summary consolidated balance sheets data as of June 30, 2023 and 2022 have been derived from ourconsolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements ofoperations and comprehensive income data and cash flow data for the six months ended December 31, 2023 and, and selected consolidated balance sheet data as of December 31, 2023 havebeen derived from our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus andhave been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting onlyof normal and recurring adjustments, that we consider necessary for a fair statement of our financial position and operating resultsfor the periods presented. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Ourhistorical results are not necessarily indicative of the results that may be expected for any future period. The following summaryconsolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and our consolidated financial statements included elsewhere in thisprospectus.

SelectedConsolidated Statements of Operations and Comprehensive Income Data:

SelectedConsolidated Balance Sheet Data:

SelectedConsolidated Cash Flow Data:

RISKFACTORS

Investingin our Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, aswell as other information contained in this prospectus, before making an investment in our company. The risks discussed below could materiallyand adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and thetrading price of our Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialmay also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and abilityto pay dividends, and you may lose all or part of your investment.

RisksRelated to Doing Business in China

Ouroperations are currently substantially based in Hong Kong, a Special Administrative Region of China. Although Hong Kong has its own governmentaland legal system that is independent from China, it is uncertain whether in the future the Hong Kong government will implement regulationsand policies of the Chinese government or adopt regulations and policies of its own that are substantially the same as those of the Chinesegovernment. Therefore, the legal and operational risks that apply to operating in China also apply to our operations in Hong Kong.

Uncertaintieswith respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws, and sudden or unexpected changesin laws and regulations in the PRC with little advance notice could result in a material change in our operations and/or the value ofthe securities we are registering for sale.

ThePRC legal system is based on written statutes, and prior court decisions have limited value as precedents. Since these laws and regulationsare relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules arenot always uniform. The enforcement of laws and that rules and regulations in China can change quickly with little advance notice,or may exert more control over offerings conducted overseas and/or foreign investment in China- based issuers, could result in amaterial change in our operations and/or the value of our Shares.

Wecannot rule out the possibility that the PRC government will institute pre-approval requirement covering our industry at some point inthe future. If such approval requirement were introduced, we cannot assure you that we would be able to obtain any newly required licensein a timely manner, or at all, which could materially and adversely affect our business and impede our ability to continue our operations.

Thepromulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwiseunfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance,which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvalsor certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented,our business, financial condition and results of operations could be adversely affected and such measured could materially decrease thevalue of our Shares, potentially rendering it worthless.

Thelaws and regulations may be subject to future changes, the effectiveness and interpretation of newly enacted laws or regulations, includingamendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations whichare subsequently adopted or interpreted in manner different from our understanding of these laws and regulations. We cannot predict whateffect the interpretation of existing or new PRC laws or regulations may have on our business.

ThePRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/orthe value of the securities we are registering for sale.

PyroCayman is a holding company and we conduct our operations through our Hong Kong subsidiary Pyro HK in Hong Kong. Our operations are alllocated in Hong Kong, and the majority of our customers from whom we generated revenue are Hong Kong based. As we provide our games throughthird-party publishing channels, including Apple App Store, Google Play Store and various app stores or websites operated by gameservices providers, we do not have access to any information regarding the gameplayers. As a result, we do not have any accurate informationas to whether any gameplayer is located in mainland China. The PRC government may choose to exercise significant oversight and discretion,and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application,interpretation, and enforcement of new and existing laws and regulations in China are often uncertain. In addition, these laws and regulationsmay be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies andpractices. New laws, regulations, and other government directives in China may also be costly to comply with, and such compliance orany associated inquiries or investigations or any other government actions may:

Thepromulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwiseunfavorably impact the ability or manner in which we conduct our business could require us to change certain aspects of our businessto ensure compliance, which could decrease demand for our products, increase costs, require us to obtain more licenses, permits, approvalsor certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented,our operations could be materially and adversely affected as well as the value of our Shares.

Anyactions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investmentin China-based issuers, such actions could significantly limit or completely hinder our ability to offer or continue to offer securitiesto investors and cause the value of such securities to significantly decline or become worthless.

Previousstatements by the PRC government have indicated an intent to exert more oversight and control over offerings that are conducted overseasand/or foreign investments in China based issuers. On July 10, 2021, CAC issued a revised draft of the Measures for Cybersecurity Review(the “Revised Draft”), which required that, among others, in addition to an “operator of critical informationinfrastructure” any “data processor” controlling personal information of no less than one million users which seeksto list in a foreign stock exchange should also be subject to cybersecurity review. Pursuant to Article 6 of the Revised Draft, companiesholding data or more than one million users must apply for cybersecurity approval when seeking overseas listings because of the riskthat such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.”On January 4, 2022, the CAC, the NDRC, and several other administrations jointly adopted and published the New Measures, which came intoeffect on February 15, 2022 and amended the Revised Draft released on July 10, 2021. According to the New Measures, if an “operatorof critical information infrastructure” or “network platform operator” that is in possession of personal data of morethan one million users intends to list in a foreign country, it must apply for a cybersecurity review. We operate our current businessin the mobile and online gaming industry, and we do not collect user data, and our current business does not implicate cybersecurity,or involve any other type of restricted industry. Further, based on the opinion of our PRC counsel, Guangdong Wesley Law Firm, we believethat Pyro HK is deemed not to be an “operator of critical information infrastructure,” “data processor,” or “networkplatform operator,” due to (i) our operating subsidiary was incorporated in Hong Kong and we operate in Hong Kong withoutany subsidiary or VIE structure in the mainland China and the 2021 Measures for Cybersecurity Review do not clearly provide whether itshall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our operating subsidiary publishes its gamesthrough third party platforms which do not provide personal information of the gameplayers to us, and do not collect or hold anypersonal information of the gameplayers; (iii) all of the data our operating subsidiary has collected is stored in servers located inHong Kong, Singapore, and the U.S.; and (iv) as of the date of this prospectus, our operating subsidiary has not been informedby any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. As a result, the likelihoodof us being subject to the review of the CAC is remote.

OnDecember 24, 2021, the CSRC, together with other relevant PRC authorities issued the Provisions of the State Council on the Administrationof Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas SecuritiesOffering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The DraftOverseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete thefiling procedures of and submit the relevant information to CSRC, including direct and indirect issuance and listing. Where an enterprisewhose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise onthe basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activitiesshall be deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations. Pyro AI Inc. is a holding companyincorporated in the Cayman Islands with an operating entity solely based in Hong Kong, and it does not have any subsidiary or VIE inmainland China or intend to acquire any equity interest in any domestic companies within the mainland China, nor is it controlled byany companies or individuals of the mainland China. As such, our issuance is not considered as an indirect overseas issuance and listing,and there is no need to complete the filing procedures of the CSRC.

Asof the date of this prospectus, our registered public offering in the U.S. is not subject to the review nor prior approval of the CACor the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidlyin the future. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations may restrict orotherwise unfavorably impact our ability or way to conduct business and may require us to change certain aspects of our business to ensurecompliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits,approvals or certificates, or subject us to additional liabilities.

Inthe event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subjectto review by the CSRC or the CAC that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded thatrelevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required,any action taken by the PRC government could significantly limit or completely hinder our operations, significantly limit or completelyhinder our ability to offer our Shares to investors and cause the value of such Shares to significantly decline or become worthless.

Recentjoint statements by the SEC and PCAOB, Nasdaq’s proposed rule changes and the HFCA Act all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditorswho are not inspected by the PCAOB.

TheAHFCA Act was enacted on December 23, 2022. The AHFCA Act states that if the SEC determines that an issuer has filed audit reports issuedby a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC shallprohibit the securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market inthe United States (the applicable period under the HFCA Act prior to the enactment of the AHFCA Act had been two years).

OnMarch 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirementsof the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection”year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAAct, including the listing and trading prohibition requirements described above. On December 2, 2021, the SEC adopted final amendmentsimplementing the disclosure and submission requirements of the HFCA Act.

OnJune 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reducethe number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

OnNovember 5, 2021, the PCAOB approved a new rule, PCAOB Rule 6100, Board Determinations Under the HFCA Act to provide a framework forits determinations under the HFCA Act that the PCAOB is unable to inspect or investigate completely registered public accounting firmslocated in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The rule establishes themanner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information the PCAOB will considerwhen assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations;and the process by which the Board will reaffirm, modify, or vacate any such determinations.

InDecember 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.Also, on December 16, 2021, pursuant to the HFCA Act, the PCAOB issued a Determination Report which determined that the PCAOB is unableto inspect or investigate completely registered public accounting firms headquartered in mainland China and in Hong Kong, a Special AdministrativeRegion of PRC, because of positions taken by PRC authorities in those jurisdictions. In addition, the PCAOB’s report identifiedthe specific registered public accounting firms which are subject to these determinations.

OnAugust 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governinginspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independentdiscretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to theSEC.

OnDecember 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations thatthe PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and HongKong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accountingfirms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and ourauditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and has resumedregular inspections since March 2023. The PCAOB is continuing pursuing ongoing investigations and may initiate new investigations asneeded. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

OnDecember 23, 2022 the AHFCA Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securitiesfrom trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly.

Ourauditor, Onestop Assurance PAC, is an independent registered public accounting firm that issues the audit report included elsewhere inthis prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it issubject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards. Our auditor is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor inrelation to our U.S. listing. However, there is no assurance that future audit reports will be prepared by auditors able to be inspectedby the PCAOB and therefore, in the future, you may be deprived of the benefits of such inspection. As such, trading in our securitiesmay be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and as a resultour securities may be delisted.

Inlight of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companiesseeking to list on a foreign exchange, we may be subject to a variety of PRC laws and other obligations regarding data protection andany other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our businessand the offering.

Ouroperations are located in Hong Kong and our customers from whom we generated revenue are mainly Hong Kong based. As we provide our gamesthrough third-party publishing channels, including Apple App Store, Google Play Store and various app stores or websites operatedby game services providers, we do not have access to any information regarding the gameplayers. As a result, we do not have any accurateinformation as to whether any gameplayer is located in mainland China. In the future, if we collect, store, use and deal with non-sensitiveinformation of users, and if these gameplayers are located in the PRC, we may be subject to PRC data security law, personal informationprotection law and other relevant provisions. These laws apply not only to third-party transactions, but also other parties with whichwe have commercial relations. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.Non-compliance could result in penalties or other significant legal liabilities.

ThePRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in the PRC, including the CAC,the Ministry of Public Security, and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolvingstandards and interpretations. The Cybersecurity Law, which was adopted by the National People’s Congress on November 7, 2016,and the Cybersecurity Review Measures, which were promulgated on April 13, 2020, provide that personal information and important datacollected and generated by a critical information infrastructure operator in the course of its operations in China must be stored inChina, and if a critical information infrastructure operator purchases internet products and services that affect or may affect nationalsecurity, it will be subject to cybersecurity review by the CAC. On June 10, 2021, the Standing Committee of the National People’sCongress promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law requires that data shall notbe collected by theft or other illegal means, and also provides for a data classification and hierarchical protection system. The dataclassification and hierarchical protection system puts data into different groups according to its importance in economic and socialdevelopment, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individualsand organizations in case the data is falsified, damaged, disclosed, illegally obtained or illegally used. If any of our data processingactivities conducted after the Data Security Law became effective were found to be not in compliance with this law, we could be orderedto make corrections, and under certain serious circumstances, such as severe data divulgence, we could be subject to penalties, includingthe revocation of our business licenses or other permits. Furthermore, the recently issued Opinions on Strictly Cracking Down IllegalSecurities Activities in Accordance with the Law require (i) speeding up the revision of the provisions on strengthening the confidentialityand archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relatingto data security, cross-border data flow, and management of confidential information. As there remain uncertainties regarding the furtherinterpretation and implementation of those laws and regulations, we cannot assure you that we will be compliant such new regulationsin all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities andbecome subject to fines and other sanctions.

Webelieve, based on the opinion of our PRC counsel, Guangdong Wesley Law Firm, that as of the date of this prospectus, we are notrequired to obtain permissions by including the CSRC, CAC or any other PRC authorities for its operations or issue our Shares includingthe Shares being registered for sale to foreign investors under existing PRC laws and regulations, and have not received any requirementor were denied such permissions or approvals by any PRC authorities. According to the New Measures, if an “operator of criticalinformation infrastructure” or “network platform operator” that is in possession of personal data of more than onemillion users intends to list in a foreign country, it must apply for a cybersecurity review. The New Measures further elaborates thefactors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the riskof core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exitedthe country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal informationbeing affected, controlled, or maliciously used by foreign governments after listing abroad. As of the date of this prospectus, neitherthe Company nor its PRC licensee possesses a large amount of personal information in their business operations or is recognized as an“operator of critical information infrastructure” by any authentic authority. Therefore, we do not believe that Pyro HK isdeemed to be an “operator of critical information infrastructure,” or “network platform operator” controllingpersonal information of no less than one million users. We are required to collect and retain some basic information furnished by ourcustomers, suppliers and employees in accordance with prevailing business practices, but we do not handle a large amount of personaland confidential data in the ordinary course of business. As of the date of this prospectus, we have not been involved in any investigationson cybersecurity or data security initiated by related governmental regulatory authorities, and we have not received any inquiry, notice,warning, or sanction in such respect. Our Hong Kong subsidiary, Pyro HK, has received all necessary permissions required to obtain fromHong Kong authorities to operate its current business in Hong Kong or issue shares to foreign investors, including Business License.

However,given the recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on foreign stock exchanges. According to current laws and measures,we do not need to obtain CAC approval. However, due to the continuous development, interpretation, and implementation of regulatory requirementsrelated to PRC laws, overseas securities issuance, and other capital market activities, we cannot rule out the possibility of future amendmentsto laws and related measures, including amending new regulations, rules, or detailed implementation and interpretation related to thenew measures. PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules,or detailed implementation and interpretation related to the New Measures. They may also take actions requiring us, or making it advisablefor us, to halt this offering before the settlement and delivery of the Shares that we are offering. If any such new laws, regulations,rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply therewith.In the event of a failure to comply, we may be required to suspend our relevant businesses and become subject to fines and other penalties.If the CAC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for thisoffering and any follow-on offering, we may be unable to obtain such approvals, which could significantly limit or completely hinderour ability to offer or continue to offer securities to our investors.

Youmay experience difficulties in effecting service of process, enforcing foreign judgments or bringing actions in Hong Kong against usor our management named in this prospectus based on foreign laws.

PyroCayman is incorporated under the laws of the Cayman Islands, but all of our operations and assets are held by our operating subsidiary,Pyro HK, in Hong Kong. In addition, a substantial amount of our assets is located in Hong Kong and most of our senior executiveofficers and directors reside within Hong Kong for a significant portion of the time. As a result, it may be difficult or impossiblefor investors to effect service of process on us in Hong Kong. It may also be difficult for you to enforce in U.S. courts judgments obtainedin U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

Moreover,there is uncertainty as to whether the courts of the Hong Kong would recognize or enforce judgments of U.S. courts against us or suchpersons predicated upon the civil liability provisions of the securities laws of the United States or any state.

Loeb& Loeb LLP, our counsel as to Hong Kong law, has advised us that there is currently no arrangement providing for the reciprocal enforcementof judgements between Hong Kong and the United States, as such judgments of United States courts will not be directly enforced in HongKong. However, under common law, a foreign judgment (including one from federal or state court in the United States) obtained againstthe Company may generally be treated by the courts of Hong Kong as a cause of action in itself and sued upon as a debt between the parties.In a common law action for enforcement of a foreign judgment, the judgment creditor has to prove that (i) the judgment is in personal;(ii) the judgment is in the nature of a monetary award; (iii) the judgment is final and conclusive on the merits and has not been stayedor satisfied in full; and (iv) the judgement is from a court of competent jurisdiction. The defenses available to the defendant in acommon law action for enforcement of a foreign judgment include breach of natural justice, fraud and contrary to public policy of HongKong. In order to enforce the foreign judgment at common law, fresh proceedings must be initiated in Hong Kong, which involves issuinga Writ of Summons and Statement of Claim attaching the foreign judgment as proof of the debt.

Weare a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kongsubsidiary; and there can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintainedin Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends.

TheShares offered in this prospectus are those of Pyro Cayman. Pyro Cayman is a holding company incorporated under the laws of the CaymanIslands with limited liability. The majority of our business operations are conducted through our Hong Kong subsidiary, Pyro HK, andhence, our revenue and profit are substantially contributed by our Hong Kong subsidiary. We have not paid any dividends to date, andwe do not intend to pay dividends in the foreseeable future. See “Dividend Policy”.

Ourability to pay dividends to our shareholders is primarily dependent upon the earnings of our Hong Kong subsidiary and its distributionof funds to us, primarily in the form of dividends. The ability of our Hong Kong subsidiary to make distributions to us depends upon,among others, their distributable earnings. Under Hong Kong law, dividends may only be paid out of distributable profits (that is, accumulatedrealized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. Thereare no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and theremittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between the Company andits subsidiary, across borders and to U.S. investors, nor are there any restrictions or limitations on distributing earnings from ourbusiness and subsidiary to the Company and U.S. investors. Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends paid by us. The amounts of distributions that Pyro Cayman’s subsidiary declaredand made in the past are not indicative of the dividends that we may pay in the future. There is no assurance that we will be able todeclare or distribute any dividend in the future.

Furthermore,there can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kongfrom being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. In response to thepersistent capital outflow and the RMB’s depreciation against the USD in the fourth quarter of 2016, the People’s Bank ofChina and SAFE, have implemented a series of capital control measures, including stricter vetting procedures for China-based companiesto remit foreign currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The PRC government may continueto strengthen its capital controls, and our Hong Kong subsidiary’s dividends and other distributions may be subjected to tighterscrutiny in the future.

Ourresults of operations may be materially and adversely affected by a downturn in China or the global economy, and/or changes in the economicand political policies of the PRC.

Allof our operations are currently located in Hong Kong, which is a Special Administrative region of China, and the majority of our revenuewas generated in Hong Kong for the six months ended December 31, 2023 and 2022 and the fiscal years ended June 30, 2023 and 2022.Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by thepolitical, economic and social conditions in China generally and by the continued economic growth in China as a whole. While the Chineseeconomy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectorsof the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us.

Therapid growth of the Chinese economy has slowed down since 2012 and such slowdown may continue. There exists also uncertainty over thelong-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some ofthe world’s leading economies, including the United States and the PRC, before 2020. Unrest, terrorist threats and the potentialfor war in the Middle East and elsewhere may increase market volatility across the globe. Any prolonged slowdown in the global or theChinese economy may affect potential customers’ confidence in the financial market as a whole and have a negative impact on ourfinancial condition. Further, recent global economic conditions including inflationary pressures, have not materially affected our operationsin the Hong Kong. However, continued pressure from global economic conditions may affect the Hong Kong market in the future and in turn,may affect our operations.

Thecontinued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.We cannot assure that there will not be any unfavorable changes in the PRC and Hong Kong economy that could impact the industries inwhich we operate, which could in turn diminish the demand for our products and services.

Itmay be difficult for overseas shareholders and/or regulators to conduct investigation in China.

Shareholderclaims or regulatory investigations that are common in the U.S. are typically difficult to pursue as a matter of law or practicalityin China. There are significant legal obstacles to providing information needed for regulatory investigations or litigation initiatedoutside China. Chinese authorities may establish a regulatory cooperation agreement with the securities regulatory authorities of anotherjurisdiction to implement cross-border supervision and administration which may be difficult to achieve in the absence of mutual andpractical cooperation.

Wemay be required to obtain approval from PRC authorities to list on overseas stock exchanges in the future.

TheRegulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatoryagencies in 2006 and amended in 2009, require CSRC approval for a listing involving offshore special purchase vehicles holding Chineseassets. We may be required to obtain approval from PRC authorities in order to continue our listing in Nasdaq or add new listings onother overseas stock exchanges in the future but cannot provide assurance that we will be able to obtain such approval.

OurPRC counsel, Guangdong Wesley Law Firm, has advised us that, based on its understanding of the current PRC laws and regulations, we willnot be required to submit an application to the CSRC for the approval of the offering and trading of our Shares because (i) Pyro HK wasnot established through a merger or requisition of the equity or assets of a “PRC domestic company” as such term is definedunder the M&A Rules, (ii) Pyro HK is a Hong Kong entity, it has been controlled by a non-PRC persons since its incorporation, and(iii) the CSRC currently has not issued any definitive rule or interpretation concerning whether an offering like ours under this documentis subject to this regulation. However, uncertainties still exist as to how the M&A Rules will be interpreted or implemented, andthe opinion of our PRC counsel is subject to any new laws, rules, and regulations or detailed implementations and interpretations inany form relating to the M&A Rules. If CSRC approval is required, it is uncertain whether we can or how long it will take us to obtainthe approval and, even if we obtain such CSRC approval, such CSRC approval could be rescinded. We cannot assure you that relevant PRCgovernment authorities, including the CSRC, would reach the same conclusion as our PRC counsel.

Changesin international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China.

Politicalevents, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy,and could have a material adverse effect on us and our customers, contract subcontractors, and other partners. International trade disputescould result in tariffs and other protectionist measures which may materially and adversely affect our business.

Therehave also been concerns about the relationship between the PRC and other countries, including the surrounding Asian countries, whichmay potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the UnitedStates and the PRC with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China and HongKong are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected orperceived overall economic growth rate in China and Hong Kong.

Politicaluncertainty surrounding international trade disputes and the potential of the escalation to trade war and global recession could havea negative effect on customer confidence. We may have also access to fewer business opportunities, and our operations may be negativelyimpacted as a result. In addition, the current and future actions or escalations by either the United States or the PRC that affect traderelations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations,as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or theform that they may take.

Changesin PRC political, economic and governmental policies may have an adverse impact on our business.

Weexpect that Hong Kong will continue to be our principal market and place of operation. Accordingly, our business, financial conditionand results of operations are subject to political, economic and legal developments in China to a significant degree. The Chinese economydiffers from the economies of most developed countries in many aspects, including the extent of government involvement, growth rate,control of the foreign exchange, allocation of resources and capital investment. We cannot assure there will not be any unfavorable changesin the political, economic and governmental policies and measures promulgated by the PRC government that could impact the industriesin which we operate, which could in turn diminish the demand for our services.

PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversionmay delay us from remitting the proceeds of this offering into Hong Kong through loans or additional capital contributions to our HongKong subsidiary, thereby diminishing our ability to fund and expand our business.

UnderPRC laws and regulations, any funds transfer to a PRC subsidiary, either as a shareholder loan or as an increase in registered capital,are subject to approval by or registration with relevant governmental authorities in China regardless of the amount of the transfer.According to the relevant PRC regulations on foreign investment entities (“FIEs”) in China, capital contributionsto a PRC subsidiary are subject to the filing with the Ministry of Commerce of the People’s Republic of China (“MOFCOM”)or their respective local branches and registration with a local bank authorized by SAFE. In addition, (i) any foreign loan procuredby any PRC subsidiary is required to be registered with SAFE or their respective local branches and (ii) a PRC subsidiary may not procureloans which exceed the difference between their respective total project investment amount and registered capital or twice of their networth.

OnMarch 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlementof Foreign-Invested Enterprises, (“SAFE Circular 19”), which took effect as of June 1, 2015. SAFE Circular 19 launcheda nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle theirforeign exchange capital at their discretion, but continues to prohibit FIEs from using the RMB fund converted from their foreign exchangecapital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. TheSAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, (“SAFECircular 16”), effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert theirforeign debts from foreign currency to RMB on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversionof foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionarybasis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that RMB converted from foreigncurrency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibitedby PRC laws or regulations, while such converted RMB will not be provided as loans to its non-affiliated entities. As Circular 16 isrelatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange related rules.Violations of these circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantlylimit our ability to use Renminbi converted from the net proceeds of this offering and our concurrent private placement, to invest inor acquire any other PRC companies through our PRC subsidiary.

Webelieve that, as a Cayman Islands exempted company, Pyro Cayman and we do not have any PRC subsidiary, the PRC regulation of loans toand direct investment in PRC entities by offshore holding companies are not applicable to our Group. However, such status is subjectto determination by the PRC authorities and thus uncertainties remain. If it is determined in the future by the PRC authorities thatPyro HK falls under such laws and regulations, it may delay us from remitting the proceeds of this offering into Hong Kong through loansor additional capital contributions to our Hong Kong subsidiary, thereby diminishing our ability to fund and expand our business.

Ifwe are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorabletax consequences to us and our non-PRC shareholders.

Underthe PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de factomanagement body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise incometax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the bodythat exercises full and substantial control and overall management over the business, productions, personnel, accounts and propertiesof an enterprise. In 2009, the SAT issued a circular, known as SAT Circular 82, partially abolished on December 29, 2017, which providescertain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporatedoffshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprisegroups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s generalposition on how the “de facto management body” text should be applied in determining the tax resident status of all offshoreenterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise groupwill be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject toPRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-dayoperational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made orare subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records,company seals, and board and shareholder resolutions are located or maintained in China; and (iv) at least 50% of voting board membersor senior executives habitually reside in China.

Webelieve that, as a Cayman Islands exempted company, Pyro Cayman is not a PRC resident enterprise for PRC tax purposes. However, the taxresident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to theinterpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC residententerprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%.Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises,including the holders of our Shares. In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized onthe sale or other disposition of the Shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemeda PRC resident enterprise, dividends paid to our non-PRC individual shareholders and any gain realized on the transfer of the Sharesby such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). Theserates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claimthe benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC residententerprise. Any such tax may reduce the returns on your investment in our Shares.

Weface uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

OnFebruary 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Propertiesby Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transferof taxable assets through offshore transfer of a foreign intermediary holding company. In addition, SAT Bulletin 7 has introduced safeharbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 alsobrings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets,as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

OnOctober 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-residentEnterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifiesthe practice and procedure of the withholding of non-resident enterprise income tax.

Wherea non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, whichis an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxableassets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle, the PRCtax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was establishedfor the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject toPRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxescurrently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transfereemay be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

Weface uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,such as offshore restructuring, sale of the Shares in our offshore subsidiaries and investments. Our company may be subject to filingobligations or may be taxed if our company is a transferor in such transactions, and may be subject to withholding obligations if ourcompany is a transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfers of Shares of our company byinvestors who are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under SAT Bulletin 7 and/orSAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 orto request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our companyshould not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

TheHong Kong legal system embodies uncertainties which could limit the availability of legal protections.

HongKong is a Special Administrative Region of the PRC and enjoys a high degree of autonomy under the “one country, two systems”principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current politicalsituation will remain in effect for 50 years until the year 2047. Hong Kong has enjoyed the freedom to function in a high degree of autonomyfor its affairs, including currencies, immigration and custom, independent judiciary system and parliamentary system. However, we arenot in any position to guarantee the implementation of the “one country, two systems” principle and the level of autonomyas currently in place at the moment. Any changes in the state of political environment in Hong Kong may materially and adversely affectour business and operation. We cannot predict the effect of future developments in the Hong Kong legal system, including the promulgationof new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by nationallaws. These uncertainties could limit the legal protections available to us.

RisksRelated to Our Business

Ournew games may not be commercially successful and we may not be able to attract new gameplayers.

Wecannot assure you that new games launched by us will be commercially successful. You should not use the success of our existing gamesas an indication of the future commercial success of any of the games in our pipeline. There are many factors that could adversely affectthe popularity of our new games, including our ability to:

Ifwe fail to launch new games according to our timetable or at all or if our new games are not commercially successful, our business prospectsand results of operations would be materially and adversely affected and we may not be able to recover our game development, game licensingand other operating costs, which can be significant.

Further,many of our new games require significant build-up periods during which gameplayers are first introduced to the games and therise in popularity of some games can be slow, if it happens at all. Thus, if a game fails to gain acceptance by our gameplayers,we may not be able to realize this failure until several months after the game has been released. If we do not introduce additional gamesto maintain our gameplayer base, the failure of recently introduced games to gain popularity could affect our ability to retainour existing gameplayers or attract new ones. Further, if a build-up period coincides with the inevitable phasing-out period ofour older games, the result could be a decrease in the total number of gameplayers as well as revenue during that period.

Wemay fail to maintain and grow our gameplayer base or keep our gameplayers engaged through popular games.

Inorder to achieve the sustainable growth of our business, we must retain our existing players and attract new players. This requires thatwe consistently launch popular games and release updates for our existing games to keep our players engaged. In order to deliver a bettergameplay experience and deepen our understanding of our players, we need to invest in technology and research and development. If weare unable to consistently deliver a satisfying player experience, we may lose players and games may have shorter lifecycles than weanticipate. If we are unable to anticipate player preferences or behaviors or industry changes in order to market and promote new games,or if we are unable to extend the lifecycle of the games that we currently operate, or if we fail to engage existing players and enhancetheir gameplay experience, our player base may not increase at the rate we anticipate, or at all, and it may even decrease.

Wecannot guarantee that new games launched by us will gain popularity within a short period of time, if at all. Nor can we guarantee thatthe games operated by us will continue to sustain their current level of popularity. Gameplayers may lose interest in our gamesover time in spite of any improvements or upgrades to our existing games or our efforts to offer a diversified portfolio of games. Gameplayersmay not choose our games or services if our technology or game services becomes unreliable. Gameplayers may choose to playgames offered by other publishers if they offer better game services or social networking features. If a game fails to gain the anticipatedgameplayer acceptance and we fail to introduce additional games to maintain our gameplayer base, the phasing out of previousgames could result in a prolonged period of, or permanent decrease in, our total active and paying users. If we fail to effectively schedulethe initial launches of our games, our results of operation may be materially and adversely affected.

Wemay fail to monetize our gameplayers effectively.

Allof our games are free to download, and gameplayers can play with basic functions for free. We believe that this freemium modelattracts a wider audience of players and increases the number of potential paying users. However, the success of this business modellargely depends on whether we can attract gameplayers to play our games and whether we can successfully encourage more gameplayersto purchase virtual items. It is possible that we may not be able to market our virtual items effectively, or we might fail to accuratelyidentify and introduce new and popular virtual items or price them properly. In addition, this business model may cease to be commerciallysuccessful. We cannot assure you that a sufficiently broad base of gameplayers will continue to accept this model or that a new, competingbusiness model will not emerge.

Asin line with industry norms, only a small percentage of gameplayers who play our games in any period are paying users. For thesix months ended December 31, 2023 and 2022, approximately 6.83% and 9.60% of our gameplayers were paying users out of the totalnumber of gameplayers across all of our games during such periods, respectively. For the fiscal years ended June 30, 2023 and2022, 3.53% and 13.83% of our gameplayers were paying users out of the total number of gameplayers across all of our games duringthis period, respectively. As such, in order to sustain revenue growth, we must effectively monetize our gameplayer base byconverting active users to paying users and by encouraging paying users to spend more on our games. We invest in gameplayer datamining and analysis to better understand our gameplayers’ in-game consumption patterns. This allows us to better localizegames for our gameplayers in different geographic markets and enhance the attractiveness of our games, as well as design virtualitems that are desirable to our users and to properly deploy and price them to enhance our monetization. Our gameplayers are willingto pay for premium functions and purchase in-game virtual items because of the perceived value of these functions or items, which isdependent on the benefits such services or items confer upon the gameplayers in the game. Spending in our games is discretionary andour gameplayers can be sensitive to price. It is crucial to balance, on the one hand, the creation of sufficient in-gamemonetization opportunities and, on the other hand, the maintenance of experience that can be enjoyed by non-paying gameplayers. Tostimulate in-game spending, we need to constantly launch marketing and promotional activities to drive gameplayer interest. We mustalso provide easy, fast and safe payment solutions to our gameplayers to facilitate in-game purchasing so they are not discouragedor inconvenienced by online payment processing procedures. If we fail to effectively monetize our gameplayers, our business,financial condition and results of operations may be materially and adversely affected.

Wemay incur net losses and net operating cash outflows in the future.

Wedid not incur net losses in the last two fiscal years and the six months ended December 31, 2023 and 2022. For the six months ended December31, 2023 and 2022, we recorded a net income of approximately $129,425 and $111,670, respectively, and a net operating cash inflow of$990,092 and $1,557,741, from our operating activities, respectively. For the fiscal years ended June 30, 2023 and 2022, we recordeda net income of approximately $979,525 and $155,876, respectively, and a net operating cash inflow of $671,367 and $718,011, fromour operating activities respectively. We cannot assure you that we will be able to generate net profits or positive operating cash flowsin the future. Our ability to achieve and maintain profitability depends in large part on our ability to expand our user base, improvemonetization, and manage our costs and expenses. Our profitability is affected by various factors beyond our control, such as the regulatoryenvironment, the macroeconomic condition, and competitive dynamics in the industry. Accordingly, you should not rely on our financialresults of any prior period as an indication of our future performance.

Wehistorically derived a substantial percentage of our revenue from a small number of popular games and a small group of high-spendinggameplayers.

Wehave historically derived a significant percentage of our gross revenue from a small number of popular games. Our top five games contributedapproximately 92% and 88% of our total gross revenue for the six months ended December 31, 2023 and 2022, respectively. Our top fivegames contributed approximately 74% and 97% of our total gross revenue for the fiscal years ended June 30, 2023 and 2022, respectively.In addition, we also face gameplayer concentration risk relating to certain of our games. There is no guarantee that we will not losethose high- spending gameplayers or such gameplayers will maintain the same spending habit in Abyss or other popular games in the future.If any of those happens, our gross revenue may decrease accordingly. We expect our existing popular games to continue to contribute asubstantial portion of its gross revenue in the foreseeable future. However, our top games may have a finite life span and may fall outof favor with gameplayers. There can be no assurance that our efforts in enhancing existing popular games will sustain their currentlevel of popularity and extend their life cycles, and any such decline may materially and adversely affect our business and results ofoperations.

OnMay 23, 2024, the Company had mutually agreed to terminate the license agreement in connection with Barcode Footballer, which generated a majority of the Company’s revenue during the past two fiscal years.and most recent interimperiod. As a result,the Company will not generate revenue from the sale of in-game virtual item of this licensed game after such termination.

Wemay not be able to develop successful new games.

Wehave made significant investments in in-house game development and have developed new successful games since 2021, including but notlimited to titles such as Abyss and Mythicland which were launched in May 2023 and September 2022, respectively. Abyss is stillactively played by our gameplayers. However, as a result of management team’s decision to retain resources to develop andcommercialize more new games, we have sold all of our rights to Mythicland to an unrelated third party in 2023. Our ability todevelop successful new games will largely depend on our ability to:

In-housedevelopment requires substantial initial investments prior to the launch of a game. Depending on the genre and complexity, the initialdevelopment of a new game can take up to several years. It is often difficult to predict how successful a game will become before significantefforts and investments are made, particularly with respect to innovative titles without a built-in fan base. If any new game developedby us does not become popular or does not generate as much revenue as anticipated, we may not be able to recoup our initial investments,and our business, results of operations and prospects will be adversely affected as a result.

Wemay not be successful in licensing intellectual property and games, and may not be successful in generating significant revenue in thefuture.

Westarted our business by publishing games licensed from third parties, and licensed games have continued to be a crucial part of our portfolio.For example, our major games, including but not limited to Pride, are licensed from unrelated third parties. In addition, we developgames which are owned by third parties. We have not, however, co-developed any games with third parties as of the date of this prospectus.

Asof December 31, 2023, we held seven games licensed from third-party game developers. Except for Pride, our game licensing agreementsgenerally have a term of two years after their commercial launch, automatically renewable for additional two years unless our licensingpartners notify their intention not to renew before the end of the original period term. Our licensed game Pride, which is stillon the localization pipeline, has a term of two years after its commercial launch, automatically renewable for additionalone year. Generally, our licensing partners can terminate our game licensing agreements by providing a 30 days written notice prior tothe expiration of the contract term. In addition, the licensing partners can terminate our game licensing agreements if we violated thelicensing agreements or are adjudged bankrupt or insolvent. For the agreement with Licensor A, Licensor A can terminate the game licensingagreement if we do not achieve monthly revenue of US$10,000.

Forthe six months ended December 31, 2023 and 2022, we generated approximately $1.7 million (HKD$13.5 million) and $1.7 million(HKD$13.4 million) from publishing games licensed from third parties, which represented 57% and 88% of our total revenue for the sixmonths ended December 31, 2023 and 2022, respectively.

Forthe fiscal years ended June 30, 2023 and 2022, we generated $2.9 million (HKD$23.0 million) and $2.7 million (HKD$21.1 million)from publishing games licensed from third parties, which represented 60% and 97% of our total revenue for the fiscalyears ended June 30, 2023 and 2022, respectively.

Ourlicensing partners may terminate their licensing agreements with us prior to their expiration or refuse to renew the licensingagreements. Even if these partners are willing to renew the licensing agreements, they may demand commercial terms, such asrevenue-sharing ratios, that are less favorable to us than under the existing licensing agreements. The partners may also choose topartner with our competitors, allowing them to enhance their game portfolios and better compete against us. Although terminationsof license agreements are expected in our industry, any loss or deterioration of our relationship with any of our licensingpartners may result in a loss of revenues and materially and adversely affect our business and results of operations. On May 23,2024, the Company has mutually terminated the license of Barcode Footballer with the licensing partner. Over the past two fiscalyears, Barcode Footballer was our most popular game and generated a majority of our revenue.

Wecannot assure you that we will be able to successfully license games developed by third-party developers. Our failure to license gameswill negatively impact our game portfolio and pipeline, and consequently our results of operations.

Werely on cooperation with third parties to apply for game approvals from regulatory authorities in Mainland China.

Toapply for approvals for mobile and online games from regulatory authorities in mainland China, the applicant must hold an internet publishingservice license. We currently do not hold any such license, and we have cooperated with third party licensees that do to apply for approvalsfor our games. We generally enter into cooperation licensing agreements with these third parties on a case-by-case basis. Once a gamehas been approved, our third party licensees could publish the game in mainland China.

Thepartners with which we currently cooperate to apply for regulatory approvals may terminate their business relationships with us, or maydemand commercial terms that are less favorable to us than those under the existing cooperation agreements. In addition, our currentpartners may not be able to renew their internet publishing service license or maintain other requisite permits, licenses and approvals.If any of the foregoing occurs, we may not be able to find alternative partners on a timely basis or on commercially reasonable terms,or at all, which would delay our game publishing in mainland China and materially and adversely affect our financial condition, resultsof operations and future prospects.

Wemay not be able to obtain approval from relevant authorities in the future when introducing mobile and online games and our planned mobileand online games hosting and social media platform in mainland China in the future.

Wecurrently do not directly release any games in mainland China. We may release a mobile and online game hosting and social media platformin mainland China in the future. All games release and platform hosting operations in mainland China require government approvals. Moreover,even after certain games have received government approvals, any expansion packs for or material changes to the content of those gamesmay require further government approvals. We cannot be certain of the duration of any necessary approval processes, and any delay inreceiving such government approvals may adversely affect the profitability and popularity of such games. In addition, no laws, regulationsor official clarifications have been promulgated or published in relation to such delays and resumption of the approval procedures, andit is unclear whether there will be any similar delays in the future.

Thelaws and regulations regulating mobile and online games in Hong Kong continue to evolve and change, which may make it difficult for usto obtain or maintain all applicable permits and approvals.

Weare required to obtain licenses, permits and approvals from different regulatory authorities in Hong Kong in order to conduct our business.We have obtained a business license to conduct our business operations.

Moreover,as we expand our businesses, we may be required to obtain new licenses and be subject to additional laws and regulations in the marketsin which we plan to operate. If we fail to obtain, maintain or renew any required licenses or approvals or make any necessary filingsor are found to require licenses or approvals that we believed were not necessary, we may be subject to various penalties, such as confiscationof the revenue or assets that were generated through the unlicensed business activities, imposition of fines, suspension or cancelationof the applicable license, written reprimands, termination of third-party arrangements, criminal prosecution and discontinuation or restrictionof our business operations.

Wecannot assure you that in the future we will be able to obtain all requisite permits, licenses and approvals in a timely manner, or atall, and any failure to do so could result in penalties, or requirements to curtail or cease operating all or parts of our business,any of which may materially and adversely affect our financial condition, results of operations and future prospects.

Operationsin international markets may subject us to additional business, political, regulatory, operational, financial and economic risks, anyof which could increase our costs and hinder such growth.

Wegenerated approximately 25.4% and 4.4% of our total gross revenue from game players who located outside Hong Kong for the six months ended December 31, 2023 and 2022, respectively.We generated 13.0% and 5.1% of our total gross revenue from game players who located outside Hong Kong for the fiscal years endedJune 30, 2023 and 2022, respectively. Further expansion into overseas markets is important for our growth. We face risks associatedwith expanding into markets where we have limited or no experience or recognition. We may be unable to attract a sufficient numberof gameplayers, fail to anticipate competitive conditions or face difficulties in operating effectively in these new markets. Due tothe evolving and potentially conflicting regulatory environment over the game industry, particularly mobile games, across the globe,we may be required to comply with more stringent compliance requirements in overseas markets. Failure to timely comply with them mayadversely affect our business overseas.

Successfuloperations in international markets depend on a number of factors, including our ability to:

Theseand other risks associated with international activities could also significantly affect our financial condition and operating results.

Ifour planned mobile and online games hosting and social media platform fails to take off, maintain and grow its popularity and user base,our business and results of operations may be adversely affected.

Akey element of our strategy is to introduce our own mobile and online games hosting and social media platform in 2025. We consider thisplatform to be an important platform for promoting our games. To generate, maintain and grow our platform in the future, we need to continueto make investments to enrich its user interface, content and enhance user engagement. We cannot assure you that such investments willsucceed. In addition, our competitors may develop and promote more attractive game communities and platforms that divert our existingusers and new users. If we are unable to generate sufficient interest from our existing users and potential users for our planned platformin the future, we may face a broader obstacle to introduce our future games, and our business and results of operations may be adverselyaffected.

Weare a young company with a short operating history, our historical performance may not be indicative of our future performance.

Westarted our operating subsidiary and business in 2021. Although we have experienced growth, our historical performance may not be indicativeof our future performance due to our limited operating history. We cannot assure you that our current games will maintain their popularityamong gameplayers. Furthermore, we may not be able to continue to identify, develop, license, and upgrade games that are suitablefor the rapidly evolving mobile and online game market in a timely and cost-effective manner, or at all. As our business grows, wemay adjust our product and service offerings. For example, we intend to expand into new game genres, gaming platforms, geographic markets.These strategies may not bring about expected results and may instead have a material and adverse impact on our financial condition andresults of operations. You should consider our future prospects in light of the risks and uncertainties experienced by early-stage companiesin evolving industries.

Anyloss or deterioration of our relationship with publishing channels may result in the loss of gameplayers and revenues.

Wepublish our games primarily on third-party publishing channels, including Apple App Store, Google Play Store and a distribution agent.Further, we do not have any long term contracts with Apple App Store, Google Play Store or the distribution agent aforementioned. Forthe six months ended December 31, 2023 and 2022 and the fiscal years ended June 30, 2023 and 2022, approximately 92%, 88%,73% and 97% of our revenue was derived from three publishing channels, namely, Apple App Store, Google Play Store and a distributionagent, respectively. Publishing channels have strong bargaining power in dealing with mobile game publishers like us. We are often subjectto the standard service terms and conditions of these publishing channels with regard to the promotion, distribution, operation and paymentmethods for our mobile games. If any of these publishing channels (i) goes out of business, (ii) discontinues its relationship with usfor any reason, such as our failure to comply with any laws or regulations in any jurisdiction where our games are offered, (iii) limitsour access to its platforms, (iv) modifies its terms of services or other policies, (v) changes its fee structure, (vi) provides morefavorable terms to our competitors, or (vii) is forced to cease its business relationship with us due to its lack of required licensesor permits or other regulatory compliance issues, our business could be adversely affected.

Inaddition, we have benefited from the widely recognized brand names and large user bases of these publishing channels. If any of thesepublishing channels loses its market position or otherwise falls out of favor among mobile and online game players or other factors causeits user base to stop growing or shrink, or if any of them fails to perform its contractual obligations to us, we would need to identifyalternative channels for marketing, promoting and distributing our mobile and online games, which would consume substantial resourcesand may not be effective or available.

Ourbusiness is subject to risks related to third-party payment processing channels.

Wemake available a variety of mobile payment solutions to our gameplayers via our third-party publishing channels which are AppleApp Store and Google Play Store, using their payment service such as Apple Pay and Google Pay, to facilitate in-game purchasesof virtual items. Our reliance on payment channel partners may subject us to payment collection issues beyond our control, or even fraudand other illegal activities in connection with these payment methods. Interruption in the ability of gameplayers to use thesepayment channels could adversely affect our payment collection, and in turn, our revenue.

Ourpublishing and payment channel partners are entitled to a prescribed percentage of the gross revenue charged to gameplayers.If they fail to remit to us the proceeds collected from gameplayers in a timely fashion or at all, or if they become unwillingor unable to provide payment services or if their service quality deteriorates, our business may be disrupted. Our payment channel partnersare also subject to evolving rules and regulations, regulatory or otherwise, governing electronic funds transfers, which could becomedifficult or impossible for them to comply with. As a result, they may be subject to fines or higher transaction fees or lose their abilityto accept credit and debit card payments when processing electronic funds transfers or facilitating other types of online payments fromgameplayers, all of which may adversely affect our payment collection and monetization, and, in turn, our results of operations andfinancial condition.

Wealso rely on the stability of payment transmissions by payment channel partners to ensure that uninterrupted payment services are availableto gameplayers. We do not have control over the security measures of third-party payment channels. If any of them fails to process,or ensure the security of, user payments for any reason, our reputation may suffer, and we may lose paying users and potential purchases,which, in turn, may materially and adversely affect our business, results of operations, financial condition and prospects.

Wemay face increasing competition.

Themobile and online gaming industry in Hong Kong is highly competitive with low barriers to entry and we expect more companies to enterthis industry and a wider range of mobile and online games to be introduced. The industry is characterized by the frequent introductionof new games and services, short game lifecycles, evolving industry standards, regulatory uncertainties, rapid adoption of technologicaland game advancements, as well as price sensitivity on the part of gameplayers. In Hong Kong, we compete directly with other mobileand online game developers and publishers, as well as large Hong Kong-based and mainland China-based game companies that operate in themobile and online gaming industry. We also publish our games overseas, for example, Abyss is published through a third-party server locatedin the U.S. for the U.S. game market. Our games offered internationally are also subject to intense competition.

Inaddition, competition within the broader entertainment industry is intense and our existing and prospective gameplayers may be attractedto competing forms of entertainment, including television, movies, sports, mobile music, mobile books, social network services and otherentertainment options on the internet. New and different types of entertainment may increase in popularity at the expense of mobile games.For example, platforms for user-generated short videos, such as Instagram, Facebook and Douyin, have attracted a large number of users,which may reduce their time spent on other forms of entertainment, including on mobile and online games. A decline in the popularityof mobile and online games in particular would harm our business and prospects.

Someof our existing and potential competitors have significantly greater financial, technological and marketing resources and stronger relationshipswith industry participants than we do. Some of our competitors or potential competitors have greater mobile and online game publishingexperience and resources than we do. If there are new entrants in the market or intensified competition among existing competitors, wemay have to provide more incentives to industry participants, such as publishing channels, which could adversely affect our profitability.If we fail to compete effectively, our market share could decrease and our results of operations could be materially and adversely affected.

Ournew games may attract gameplayers away from our existing games.

Ournew mobile and online games may attract gameplayers away from our existing games and shrink the gameplayer base of ourexisting games, which could in turn make those existing games less attractive to other gameplayers, resulting in decreased revenuesfrom our existing games. Gameplayers of our existing games may also spend less money on virtual items in our new games than they wouldhave spent if they had continued playing our existing games. In addition, our gameplayers may migrate from our existing games with ahigher profit margin to new games with a lower profit margin. The occurrence of any of the above may have a material adverse effect onour business, financial condition, results of operations and prospects.

Failureto maintain effective gameplayer service could harm our reputation or decrease market acceptance of our games.

Ourbusiness is significantly affected by the overall size of our gameplayer base and our ability to monetize our gameplayerbase, which in turn are determined by, among other factors, their experience with our services and products. Gameplayer support,including gameplayer service and technical support, is critical to retaining current gameplayers and attracting potentialgameplayers. For example, if we fail to provide effective gameplayer service, our gameplayers may be less inclined toplay our games or recommend our games to other potential gameplayers, and may decide to play games offered by our competitors.Some Hong Kong-based internet companies have experienced group complaints, sometimes organized by their competitors or people attemptingto profit from such complaints. If we experience similar group complaints, we may not be able to effectively handle routine customerservice requests from our gameplayers. Failure to maintain effective gameplayer support could harm our reputation and ourability to retain high paying players, which may materially and adversely affect our results of operations.

Violationsof our game policies, such as sales and purchases of virtual items used in our games through unauthorized third parties, may impede ourrevenue growth.

Allof our games are free to download, and gameplayers can play with basic functions for free. We have generated substantially allof our revenues from the sale of virtual in-game items. Some of our gameplayers may sell or purchase such virtual items through unauthorizedthird-party sellers in exchange for real currency. These unauthorized transactions are usually arranged on third-party platforms whichwe do not and are unable to track or monitor. Accordingly, these unauthorized purchases and sales from third-party sellers may affectour revenue- generating opportunities and may impede our revenue and profit growth by, among other things, reducing the revenues we couldhave generated and exerting downward pressure on the prices we charge for our virtual items.

Wemay not be successful in effectively promoting our brands, and any negative publicity may harm our brands and the specific games we publish.

Ourbrands and our studios have gained recognition among gameplayers. Promoting these brands and enhancing their recognition is anintegral part of our growth strategies. However, we may not be able to effectively promote or develop our brands and, if we fail to doso, our growth may be adversely affected. In addition, any negative publicity or dispute in relation to us regarding our brands, gamesand services, company or management, regardless of their veracity, could harm the image of our brands and the games we publish,which in turn may reduce the number of active gameplayers of our games. Any impact on our ability to effectively promote our brandsand any significant damage to the public perception of our brands or our products and services could materially and adversely affectour prospects and results of operations.

Thirdparties may claim that we have infringed their proprietary rights, which could cause us to incur significant legal expenses and preventus from promoting our products and services.

Someof the games published by us are licensed from third-party game developers. Although prior to licensing a game we conduct due diligenceto determine that the game developer is the rightful holder of the intellectual property with respect to the game, these stepsmay prove inadequate. Further, the in-game characters and/or in-game virtual items that we create for our own developed games may alsoinfringe on third-party game developers’ intellectual property. Although prior to releasing our own developed game, we conductdue diligence to determine that the in-game characters and/or in-game virtual items do not infringe third-party game developers’intellectual property, these steps may prove inadequate. Any unresolved claims, with or without merit, could result in costly litigationand distract our management from day-to-day operations. If we fail to successfully defend against such claims, we could be required towithdraw the affected games and/or pay monetary damages. This exposure to liability could materially and adversely disrupt our businessand affect our operating results.

Someof our employees were previously employed at other companies, including our main competitors. We may hire additional personnel to expandour development team and technical support team as our business grow. To the extent these employees were involved in the developmentof content or technology similar to ours at their former employers, we may become subject to claims that these employees or we have appropriatedproprietary information or intellectual properties of the former employers of our employees. If we fail to successfully defend such claimsagainst us, we may be exposed to liabilities which could have a material adverse effect on our business.

Wemay be unable to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

Werely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other methods to protectour intellectual property rights. The protection of intellectual property rights in Hong Kong may not be as effective as those in theUnited States or other countries. Some gameplayers may illegally modify our games so that they can obtain our in-game virtual itemsfor free. The steps we have taken may be inadequate to prevent the misappropriation of our technology or unauthorized use of our brandsor games. Reverse engineering, unauthorized copying or other misappropriation of our technologies, or unauthorized access of our gamescould enable third parties to benefit from our technologies or games without compensating us. Moreover, unauthorized use of our technologycould enable our competitors to offer products and services that are comparable to or better than ours, which could harm our businessand competitive position. From time to time, we may have to enforce our intellectual property rights and brands through litigation, whichmay result in substantial costs and diversion of resources and management attention.

Ourbusiness generates and processes a large amount of data, and the improper use or disclosure of such data may harm our reputation andbusiness.

Ourbusiness generates and processes a large quantity of transaction, demographic and behavioral data. It faces risks inherent in handlinglarge volumes of data and in protecting the security of such data, including those relating to:

Weare subject to laws and regulations of Hong Kong and other countries and regions relating to the collection, use, retention, securityand transfer of identifiable information with respect to our customers and employees. In many cases, these laws not only apply to third-partytransactions, but may also restrict cross- border transfers of identifiable information. Several jurisdictions have passed laws in thisarea, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may vary from jurisdictionto jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial costs or require itto change its business practices. Any failure, or perceived failure, by us to comply with any privacy policies or regulatory requirementsor laws, rules and regulations related to privacy protection could result in proceedings or actions against it by government authoritiesor others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our businesspractices, increase our costs and severely disrupt its business.

Inaddition, the secure transmission of confidential information over public networks is essential for maintaining user confidence. We donot have control over the security measures of our third-party payment channel partners, and their security measures may not be adequate.We could be exposed to litigation and possible liability if we fail to safeguard confidential user information, which could harm ourreputation and its ability to attract or retain users, and may materially and adversely affect our business.

Anyfailure or significant interruption in our technology infrastructure could impact its operations and harm our business.

Ourtechnology infrastructure is critical to the performance of our games and to gameplayers’ satisfaction. If a particulargame is unavailable when gameplayers attempt to access it, they may stop playing that game or become unlikely to return to thegame as often, if at all. Accordingly, failure or significant interruption in our technology infrastructure would harm our reputationand operations. Some elements of our technology infrastructure are maintained by third parties beyond its control. For example, we workwith cloud server service providers for cloud computing, data storage and bandwidth services. We may experience website disruptions,outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacityconstraints. Our growing operations are likely to place increasing pressure on our servers and network capacity as we launch more gamesand further expand our gameplayer base. Our infrastructure is also vulnerable to damage from fires, floods, earthquakes, power loss,and telecommunication failures. To the extent that our disaster recovery systems are not adequate, or we do not address issues such ascapacity constraints effectively, upgrade our systems as needed and continually develop our technology infrastructure to accommodateincreasing traffic, our business and results of operations may suffer.

Undetectedflaws in our games could harm our reputation or decrease market acceptance of our games.

Weregularly launch new games and update our existing games. New games or new versions of existing games may contain bugs or flaws thatbecome apparent only after they are published and accessed by gameplayers, particularly as we launch new updates under tight timeconstraints. From time to time, gameplayers may inform us of programming bugs affecting their gameplay experience, and we aregenerally able to resolve such flaws promptly. However, if for any reason, programming bugs or flaws are not resolved in a timely fashion,we may lose gameplayers and our revenues will be affected negatively, and our reputation and the market acceptance of our games mayalso be harmed.

Anyfailure or weakness in data analysis or our ability to collect and use data may materially and adversely affect our ability to developand implement appropriate business strategies, monetize our games and generate revenues.

Weprocess large volumes of non-personal data related to gameplay. We use sophisticated algorithms to determine the likelihood of gameplayerengagement with specific game recommendations based on the gameplayer’s profile and gameplay history. Moreover, ourservers and the SDK modules embedded in our mobile and online game applications jointly support various functions within our games, includinganalysis of gameplayer and game data, central management of gameplayer accounts, account security, payment gateway connectivity,gameplayer communication and cross-promotion functions. Any systems failure or compromise of our ability to process and analyzelarge volumes of player data could significantly limit our ability to optimize gameplayer experience and develop appropriate businessstrategies, which may materially and adversely affect our results of operations.

Wemay collect non-personally identifiable data about our gameplayers and we use this data to provide a better experience for gameplayersthrough the introduction of more interesting contents and in-game virtual items into the games. Our gameplayers or the evolving lawsand regulations may not to allow us to collect such data and any limitation on our ability to collect data about gameplayers andgame interactions would likely make it more difficult for us to deliver targeted game contents and in-game virtual items to our gameplayers.Our platform providers’ actual or perceived failure to comply with these laws and regulations could harm our business.

Interruptions,failures or defects in our data collection, mining analysis and storage systems, as well as privacy concerns and regulatory restrictionsregarding collection of non-personally identifiable data could also limit our ability to aggregate and analyze gameplayer data.If that happens, we may not be able to successfully adapt to gameplayer preferences to improve and enhance our games, retain existinggameplayers and maintain popularity of our games, which could cause our business, financial condition, or result of operations tosuffer.

Changesto digital platforms’ rules, including those relating to “loot boxes,” or the potential adoption of regulations orlegislation impacting loot boxes, could require us to make changes to some of our games’ economies or design, which could negativelyimpact the monetization of these games, thereby reducing our revenues.

InDecember 2017, Apple updated its terms of service to require publishers of applications that include “loot boxes” to disclosethe odds of receiving each type of item within each loot box to customers prior to purchase. Google similarly updated its terms of servicein May 2019. Loot boxes are a commonly used monetization technique in free-to-play mobile games in which a gameplayer can acquirea virtual loot box, but the gameplayer does not know which virtual item(s) he or she will receive (which may be a common, rareor extremely rare item, and may be a duplicate of an item the gameplayer already has in his or her inventory) until the loot boxis opened. The gameplayer will always receive one or more virtual items when he or she opens the loot box. In the event that Apple,Google, or any of our other platform providers changes its developer terms of service to include more onerous requirements or if anyof our platform providers were to prohibit the use of loot boxes in games distributed on its digital platform, we would be required toredesign the economies of the affected games in order to continue distribution on the impacted platforms, which would likely cause adecline in the revenues generated from these games and require us to incur additional costs.

Inaddition, there are ongoing academic, political and regulatory discussions in the United States and other jurisdictions regarding whethercertain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genresor mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation shouldinclude. Additionally, loot box game mechanics have been the subject of increased public discussion — for example,the Federal Trade Commission, or FTC, held a public workshop on loot boxes in August 2019, and at least one bill has been introducedin the U.S. Senate that would regulate loot boxes in games marketed toward gameplayers under the age of 18. China has applied stringentrequirements and limitations on mobile and online game operations and has been developing and tightening the regulations on the offeringof loot boxes in recent years, including, among other things, that loot boxes cannot be acquired with direct investment of real moneyor virtual currency, that all items available in loot boxes must be obtainable through other means or be provided with items of the samefeatures obtainable through other means, and the odds of winning must be published.

Insome of our games, certain mechanics may be deemed to be loot boxes. New regulations by the FTC, U.S. states or other international jurisdictions,which may vary significantly across jurisdictions and with which we may be required to comply, could require that these game mechanicsbe modified or removed from games, increase the costs of operating our games due to disclosure or other regulatory requirements, impactgameplayer engagement and monetization, or otherwise harm our business performance. It is difficult to predict how existing or newlaws may be applied to these or similar game mechanics. If we become liable under these laws or regulations, we could be directly harmed,and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources,to modify our games or to discontinue game offerings in certain jurisdictions, which would harm our business, financial condition andresults of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposalscould harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liabilitycould harm our business, financial condition or results of operations.

Thegrowth of our business may be adversely affected due to breaches of our security measures and unintended disclosures of our intellectualproperty or our gameplayer data.

Wecollect and store an increasing amount of gameplayer non-personal data during the course of our business. We rely on proprietaryencryption and authentication technology to provide the security and authentication necessary to effect secure transmission of this information,such as user login names. It is possible that our security controls over such gameplayer data may not prevent the improper disclosureof information. A party who is able to circumvent these security measures could misappropriate proprietary information or cause interruptionsin our operations. A security breach that leads to disclosure of gameplayer account information could harm our reputation andsubject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. We may be required toexpend significant capital and other resources to prevent such security breaches or to alleviate problems caused by such breaches. Wemay also lose our current gameplayers or deter potential gameplayers from playing our mobile games that require the collectionof gameplayer data because of the perception that we cannot adequately protect our gameplayers’ privacy.

Additionally,our business operation may be harmed by gameplayers’ concerns over playing games on their mobile devices. For instance,malware has been disguised as popular mobile games on Android devices. Some malware may subscribe or paid for services without gameplayerconsent, resulting in fraudulent charges to gameplayers. We cannot assure you that our security measures will prevent securitybreaches or that gameplayers’ interest in playing mobile games would continue if we experienced problems with malware. Failureto prevent security breaches or gameplayers’ concerns over malware may have a material adverse effect on our business, prospects,financial condition and results of operations.

Oursuccess depends on the continuing and collaborative efforts of our management team and other key personnel.

Ourfuture success depends heavily upon the continuing services of our management team. If one or more of our executives or other key personnelare unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our businessmay be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for managementand key personnel in our industry in Hong Kong is intense, the pool of qualified candidates is limited, and we may not be able to retainthe services of our executives or key personnel, or attract and retain experienced executives or key personnel in the future. If anyof our executives or other key personnel joins a competitor or forms a competing company, we may lose critical know-how. We have enteredinto an employment agreement with each of our executive officers and key employees, which contains confidentiality provisions. However,if any disputes arise between us and any of our executives or key personnel, we cannot assure you the extent to which any of these agreementsmay be enforced.

Weare involved in litigation from time to time and, as a result, we could incur substantial judgments, fines, legal fees or other costs.

Weand our directors and officers have been, and may in the future be, the subject of complaints or litigation from customers, employees,government authorities or other third parties for various actions. Litigation is often expensive and requires significant managementtime and attention. The proceedings we and our directors and officers may be involved in from time to time could incur substantial judgments,fines, legal fees or other costs, harm our reputation, and have a material adverse effect on our business, financial condition, resultsof operations and cash flows.

Ourcapitalized software development costs may be subject to impairment.

Asof December 31, 2023, we had capitalized software development costs of $5.9 million. Pursuant to applicable accountingstandards, intangible assets, such as goodwill and game development costs, that are not amortized or fully amortized are subject to assessmentfor impairment annually or more frequently if certain events or changes in circumstances indicate that it might be impaired. At eachbalance sheet date, the unamortized capitalized costs of each self-developed mobile game (“product”) shall be compared tothe net realizable value of that product. The amount by which the unamortized capitalized costs of a product exceed the net realizablevalue of that asset shall be written off. The net realizable value is the estimated future gross revenues from that product reduced bythe estimated future costs of completing and disposing of that product, including the costs of performing maintenance and customer supportrequired to satisfy the Group’s responsibility set forth at the time of sale. The reduced amount of capitalized software developmentcosts that have been written down to net realizable value at the end of an annual fiscal period shall be considered to be the cost forsubsequent accounting purposes, and the amount of the write-down shall not be subsequently restored. The impairment may be further affectedby the assumptions made by the management. If any of these assumptions does not materialize, or if the performance of our business isnot consistent with such assumptions, we may be required to have a significant write-off of our capitalized software development costsand record a significant impairment loss. Any significant impairment of capitalized software development costs could have a materialadverse effect on our business, financial condition and results of operations.

Weare subject to credit risk in respect of our trade receivables.

Ourtrade receivables mainly represent accounts receivable from third-party publishing channels and customers of game development services.Our trade receivables are generally settled within 30 to 90 days depending on the specific publishing channel and the underlying contractualpayment terms of the game development service contract. We assess the credit quality of our publishing channel partners and game developmentservice contract customers based on knowledge of our directors and officers. We also monitor our outstanding trade receivables regularly.However, we cannot guarantee collection of amounts due from our publishing channel partners and game development contract customers ina timely manner. As of December 31, 2023, we had $0.5 million and $nil, respectively, of outstanding tradereceivables from publishing channels and game development service contract customers past due over more than 90 days.

Ourresults of operations are subject to seasonal fluctuations due to seasonality.

Weexperience seasonality in our business, and as a result, comparing our operating results on a period-to-period basis may not be meaningful.We typically experience increased levels of in-game spending among paying users during holiday seasons in Hong Kong, particularly theChristmas and Chinese New Year holiday. We also sometimes conduct marketing and promotional activities to capitalize on the increaseduser traffic during such periods, which may further stimulate spending in our games. Accordingly, due to the seasonality of our business,the results of any period of a fiscal year are not necessarily indicative of the results that may be achieved for the full fiscal yearor for the corresponding period of any subsequent fiscal year.

Wetrack certain performance metrics with internal and third-party tools and do not independently verify such metrics. Certain of our performancemetrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputationand adversely affect our business.

Wetrack certain performance metrics, including the number of active and paying gameplayers of our games using a combination of internaland third-party analytics tools, including such tools provided by Apple and Google. Our performance metrics tools have a number of limitations,including limitations placed on third-party tools, such as the complicated and time consuming process of the validation of our data bycomparison to the third-party data due to (a) differences between calendar periods used in our systems and billing periods used in thethird-party tools and (b) differences in foreign exchange rates applied in our systems, which use the rates at the date of each in-gamepurchase, and certain third-party tools that use the exchange rates as at the date of the invoice. Such tools are subject to change unilaterallyby the relevant third parties and our methodologies for tracking these metrics or access to these metrics may change over time, whichcould result in unexpected changes to our metrics, including the metrics we report. If the internal or external tools we use to trackthese metrics under-count or over-count performance or contain technical errors, the data we report may not be accurate, and we may notbe able to detect such inaccuracies, particularly with respect to third-party analytics tools. In addition, limitations or errors withrespect to how we measure data (or how third parties present that data to us) may affect our understanding of certain details of ourbusiness, which could affect our long-term strategies. Furthermore, such limitations or errors could cause gameplayers, analystsor business partners to view our performance metrics as unreliable or inaccurate. If our performance metrics are not accurate representationsof our business, gameplayer base or traffic levels, if we discover material inaccuracies in our metrics or if the metrics we relyon to track our performance do not provide an accurate measurement of our business or otherwise change, our reputation may be harmedand our business, prospects, financial condition and results of operations could be materially and adversely affected.

Wemay need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

Togrow our business and remain competitive, we may require additional capital. Our ability to obtain additional capital is subject to avariety of uncertainties, including:

Wemay be unable to obtain additional capital in a timely manner or on acceptable terms or at all. In addition, our future capital needsand other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additionalequity or equity-linked securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increaseddebt service obligations and could result in operating and financing covenants that would restrict our operations or ability to paydividends to our shareholders.

Wehave limited insurance coverage which could expose us to significant costs and business disruption.

Wemaintain a property all risk insurance and employees’ compensation insurance to safeguard against risks and unexpected events forour office equipment and our employees. We do not maintain business interruption insurance or key-man life insurance. Any disruptionin our network infrastructure or business operations, litigation or natural disaster may result in the incurrence of substantial costsand the diversion of its resources. Our insurance coverage may not be sufficient to compensate us for any loss and we cannot assure youthat we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incurany loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business,financial condition and results of operations could be materially and adversely affected.

Unforeseeableevents, such as the global COVID-19 outbreak and local energy efficiency measures, could significantly disrupt our supply chain for aprolonged period of time.

Supplychain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic. Shortages and slippagein production are significant and widespread in many industries. Lockdowns in several countries across the world, labor shortages, robustdemand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs anddelivery times. Companies that are reliant on production or suppliers may suffer from plant closures and supply shortages across theextended supply network.

HongKong has already seen a rebound and a degree of normalization of supply and demand. The extent to which a COVID-19 outbreak mayimpact supply chain, however, remains highly uncertain and unpredictable and the medical and other interventions to control the outbreak,as it depends on factors such as the geographic spread of COVID-19, mutation of the virus, duration of the outbreak, governmental actionsto contain the outbreak, such as travel restrictions, quarantines, lockdowns, business closures, and their impact on commercial activities.

Wewere not directly adversely affected by the COVID-19 pandemic. Our office remained open during the entire pandemic, and any of our employeeswho tested positive for COVID-19 were required to report to the Hong Kong Centre for Health Protection and be isolated or quarantined,and could only resume work in office after being tested negative.

Theextent to which COVID-19 or any future pandemic may impact our operating subsidiary’s business in the future will depend on futuredevelopments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severityof COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other mattersof global concern continue for an extended period of time, our operating subsidiary’s ability to pursue their business objectivesmay be materially adversely affected. In addition, our ability to raise equity and debt financing which may be adversely impacted byCOVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financingbeing unavailable on terms acceptable to us or at all.

Anyfuture impact on the results of operations of our operating subsidiary will depend on, to a large extent, future developments and newinformation that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authoritiesand other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdownin economic conditions globally, volatility in the capital markets as well as the general negative impact of the COVID-19 outbreak inthe global market, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continueto closely monitor the situation throughout 2024 and beyond.

Thewars in Ukraine and in the Middle East may materially and adversely affect our business and results of operations.

The outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil andgas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, EuropeanUnion and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect globalenergy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business.As at the date of this prospectus, to the best knowledge of the Company, we and our Hong Kong subsidiary (i) do not have any direct businessor contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any our customers orsuppliers have any direct business or contracts with any Russian entity, (iii) our business segments, products, lines of service, projects,or operations are not materially impacted by supply chain disruptions by the war in Ukraine, and (iv) have not been financially affectedby the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict,but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of otherrisks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmentalreactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctionsimpacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverseeffect on our business, financial condition, results of operations, and prospects.

Wedo not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine,and we have not taken any actions to mitigate such potential risks. Our board of directors will continue to monitor any potential risksthat might arise due to the war in Ukraine which are specific to the Company, including but not limited to risks related to cybersecurity,sanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operationsor investments in affected regions.

Similarly,the war in Gaza is unpredictable and may expand into a regional or even possibly a global conflict. To date, this newest chapter in thelong Middle East conflict has not resulted in any material adverse impact on the Company, but a prolonged conflict and/or significantescalation of hostilities would likely cause disruption in international relations and global trade, which in turn would likely adverselyaffect our business and the price of our Shares.

Ourlack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or preventfraud.

Priorto filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personneland resources to address our internal control over financial reporting. Our management has not completed an assessment of theeffectiveness of our internal control over financial reporting and our independent registered public accounting firm has notconducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidatedfinancial statements for the fiscal years ended June 30, 2023 and 2022, we and our independent registered public accountingfirm identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for theabove mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, ora combination of deficiencies, in internal control over financial reporting. There is a reasonable possibility that a materialmisstatement in our annual or interim financial statements may not be prevented or detected on a timely basis. The material weaknessidentified is related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and (ii)lack of sufficient personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements toproperly address complex U.S. GAAP accounting issues and related disclosures to fulfil U.S. GAAP and SEC financial reportingrequirements.

Wehave begun and will continue to implement measures designed to improve our internal control over financial reporting to address the underlyingcauses of these material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) engagingan external consulting firm to assist us with our financial reporting in U.S. GAAP; (iii) allocating additional resources to improvefinancial oversight function; (iv) introducing formal business performance review process, and preparing and reviewing the consolidatedfinancial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and (iv) providing our relevantfinance staff with appropriate training in connection with the requirements of U.S. GAAP. We intend to continue to implement the abovemeasures prior to the listing and we expect the remediation to be completed within 6 months after listing.

Effectiveinternal control over financial reporting is important to prevent fraud. The market for and trading price of our Shares may be materiallyand adversely affected if we do not have effective internal controls. We may not be able to discover problems in a timely manner andour current and potential shareholders may lose confidence in our financial reporting, which may harm our business and the trading priceof our Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Shares and may makeit more difficult for us to raise funds in debt or equity financing. Additional material weaknesses or significant deficiencies may beidentified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stockprice may decline and we may be unable to maintain compliance with the Nasdaq rules.

RisksRelated to Our Shares

Therehas been no public market for our Shares prior to this offering; if an active trading market does not develop you may not be able toresell our Shares at any reasonable price, if at all.

Theoffering under this prospectus is an initial public offering of our Shares. Prior to the closing of the offering, there was no publicmarket for our Shares. While we plan to list our Shares on the Nasdaq Capital Market, our listing application may not be approved. Ifour application to the Nasdaq Capital Market is not approved or we otherwise determine that we will not be able to secure the listingof the Shares on the Nasdaq Capital Market, we will not complete the offering. In addition, an active trading market may not developfollowing the closing or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your Sharesat the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raisecapital by selling Shares and may impair our ability to acquire other companies by using our Shares as consideration.

OurShare price may never trade at or above the price in this offering.

Stockmarkets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operatingperformance of those companies. Broad market and industry factors may significantly affect the market price of our Shares, regardlessof our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Shares shortly followingthis offering. If the market price of our Shares after this offering does not ever exceed the initial public offering price, you maynot realize any return on your investment in us and may lose some or all of your investment.

Theinitial public offering price for our Shares may not reflect their actual value.

Theinitial public offering price for our Shares is and will be determined through negotiations between us and representatives of the underwriters.The price of our Shares may not be indicative of their actual value or any future market price for our securities. This price may notaccurately reflect the value of the Shares or the value that potential investors will realize upon their disposition of Shares. The pricedoes not necessarily bear any relationship to our assets, earnings, book value per Share or other generally accepted criteria of value.

OurShare price may be volatile, and you may lose all or part of your investment. Such rapid and substantial price volatility, includingany stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficultfor prospective investors to assess the rapidly changing value of our ordinary shares.

Asmentioned above, the initial public offering price for our Shares will be determined by negotiations between us and representatives ofthe underwriters based on several factors. This price may vary from the market price of our Shares after this offering and the pricefor our Shares may be volatile and subject to wide fluctuations in response to factors including the following:

Theseand other market and industry factors may cause the market price and demand for our Shares to fluctuate substantially, regardless ofour actual operating performance, which may limit or prevent investors from readily selling their Shares and may otherwise negativelyaffect the liquidity of our Shares. In addition, the stock market in general, and Nasdaq Capital Market and emerging growth companiesin particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operatingperformance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actualor expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidlychanging value of our ordinary shares. Such broad market fluctuations, and other factors (such as variations in operating results, andchanges in regulations affecting us and our industry) may adversely affect the market price of our Shares, if a market for them develops.

Thefuture sales of Ordinary Shares by existing shareholders, including the sales pursuant to the Resale Prospectus, may adversely affectthe market price of our Ordinary Shares.

Asa relatively small-capitalization company with relatively small public float we may experience greater stock price volatility, extremeprice run-ups, lower trading volume and less liquidity than large-capitalization companies. The Ordinary Shares registered for resaleas part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float. Sales of a substantialnumber of our Ordinary Shares in the public market could occur at any time. The sales of a substantial number of registered shares couldresult in a significant decline in the public trading price of our Ordinary Shares and could impair our ability to raise capital throughthe sale or issuance of additional Ordinary Shares. We are unable to predict the effect that such sales may have on the prevailing marketprice of our Ordinary Shares. Despite such a decline in the public trading price, certain Selling Shareholders may still experience apositive rate of return on the Ordinary Shares due to the lower price that they purchased the Ordinary Shares compared to other publicinvestors and may be incentivized to sell their Ordinary Shares when others are not.

Volatilityin our Share price may subject us to securities litigation.

Themarket for our Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our Share price maycontinue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securitiesclass action litigation against a company following periods of volatility in the market price of its securities. We may, in the future,be the target of similar litigation, which could result in substantial costs and liabilities and could divert management’s attentionand resources.

Ifwe fail to meet applicable listing requirements, Nasdaq may delist our Shares from trading, in which case the liquidity and market priceof our Shares could decline.

Assumingour Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future.If we fail to comply with the applicable listing standards and Nasdaq delists our Shares, we and our shareholders could face significantmaterial adverse consequences, including:

TheNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating thesale of certain securities, which are referred to as “covered securities.” Because we expect that our Shares will be listedon Nasdaq, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities,the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulentactivity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listedon Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer oursecurities.

Ifyou purchase our Shares in this offering, you will incur immediate and substantial dilution in the book value of your Shares.

Investorspurchasing our Shares in this offering will pay a price per Share that substantially exceeds the pro forma as adjusted net tangible bookvalue per Share. As a result, investors purchasing Shares in this offering will incur immediate dilution. For more information on thedilution you may experience as a result of investing in this offering, see “Dilution”.

OurControlling Shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders.

Asof the date of this prospectus, our Controlling Shareholder holds 88% of our Shares. After this offering and the sale of our OrdinaryShares by the Selling Shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, the Controlling Shareholderwill hold 79.9% or more of our Shares. As a result, the Controlling Shareholders will be able to control the management and affairsof our Company and most matters requiring shareholder approval, including the election of directors and approval of significant corporatetransactions. The interests of the Controlling Shareholder may not be the same as or may even conflict with your interests. For example,our Controlling Shareholder could attempt to delay or prevent a change in control of us, even if such change in control would benefitour other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Shares as part of a saleof us or our assets, and might affect the prevailing market price of our Shares due to investors’ perceptions that conflicts ofinterest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

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

UnderListing Rule 5101, Nasdaq has discretionary authority to deny initial listing, apply additional or more stringent criteria for the initialor continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstancethat exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion ofNasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq.

Additionally,Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances,including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditorthat PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequatelyperform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a largeportion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’sinitial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the companydid not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of theboard of directors or management. Our initial public offering will be relatively small and the insiders of our company will hold a largeportion of the Company’s listed securities following the consummation of the offering. Therefore, we may be subject to theadditional and more stringent criteria of Nasdaq for our initial and continued listing.

Wehave no immediate plans to pay dividends.

Weplan to reinvest all of our future earnings, to the extent we have earnings, in order to expand our product offering and to cover operatingcosts, finance operations and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to oursecurities in the foreseeable future. As we are a company with a limited operating history, we may not be able to generate, at any time,sufficient surplus cash that would be available for distribution to the holders of our Shares as a dividend. Therefore, you should notexpect to receive immediate cash dividends on the Shares we are offering. Consequently, investors may need to rely on sales of theirShares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. In addition,the laws of the Cayman Islands impose restrictions on our ability to declare and pay dividends.

Securitiesanalysts may not publish favorable research or reports about our business or may publish no information at all, which could cause ourShare price or trading volume to decline.

Ifa trading market for our Shares develops, the trading market will be influenced to some extent by the research and reports that industryor financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slowto attract research coverage and the analysts who publish information about our Shares will have had relatively little experience withus or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail tomeet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurateor unfavorable research or issue an adverse opinion regarding our Share price, our Share price could decline. If one or more of theseanalysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turncould cause our Share price or trading volume to decline and result in the loss of all or a part of your investment in us.

Investorsmay have difficulty enforcing judgments against us, our directors and management.

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

Thereis uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of U.S. courts obtained in actionsagainst us or our directors and officers predicated upon the civil liability provisions of the U.S. federal securities laws, or entertainoriginal actions brought in the Cayman Islands against us or our directors and officers predicated solely upon U.S. federal securitieslaws. Further, there is no treaty in effect between the United States and the Cayman Islands providing for the enforcement of judgmentsof U.S. courts in civil and commercial matters, and there is no statutory enforcement in the Cayman Islands of judgments obtained inthe United States. Some remedies available under the laws of U.S. jurisdictions, including remedies available under the U.S. federalsecurities laws, may not be allowed in the Cayman Islands courts if contrary to public policy in the Cayman Islands. As a result of allof the above, it may be difficult for you to recover against us or our directors and officers based upon such judgments.

Thelaws of the Cayman Islands relating to the protection of the interest of minority shareholders are different from those in the UnitedStates.

Ourcorporate affairs are governed by our Memorandum of Association and Articles of Association, and by the Cayman Islands Companies Act(Revised) and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, action by minorityshareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by thecommon law of the Cayman Islands and the Articles of Association. The common law of the Cayman Islands is derived in part from comparativelylimited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasiveauthority, but are not binding, on a court in the Cayman Islands.

Thelaws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in certain respects from thoseestablished under statutes or judicial precedent in existence in the United States and other jurisdictions. Such differences may meanthat the remedies available to our minority shareholders may be different from those they would have under the laws of other jurisdictions,including the United States. Potential investors should be aware that there is a risk that provisions of the Companies Act may not offerthe same protection as the relevant laws and regulations in the United States may offer, and should consider obtaining independent legaladvice on the implications of investing in foreign-incorporated companies.

Ourstatus as a “foreign private issuer” under the SEC rules will exempt us from the U.S. proxy rules and the more detailed andfrequent Exchange Act, reporting obligations applicable to a U.S. domestic public company.

Uponthe closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Becausewe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicableto U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents orauthorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders tofile public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a shortperiod of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containingunaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events.In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recoveryprovisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis whenour officers, directors and principal shareholders purchase or sell our Shares. In addition, foreign private issuers are not requiredto file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are acceleratedfilers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuersalso are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information.As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

Ourstatus as a foreign private issuer under the Nasdaq rules will allow us to adopt certain home country practices in relation to corporategovernance matters which may differ significantly from the Nasdaq corporate governance listing standards applicable to a U.S. domesticNasdaq listed company.

Asa foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our homecountry law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differsignificantly from corporate governance listing standards. Currently, we do not plan to rely on any home country practices with respectto our corporate governance after we complete this offering. Under the Nasdaq rules, we may in the future decide to use the home countrypractices exemption with respect to some or all of the other corporate governance rules, provided that we disclose the requirements weare not following and describe the home country practices we are following. However, if we choose to follow home country practices inthe future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listingstandards applicable to U.S. domestic issuers.

Wewill incur increased costs as a result of being a public company.

Uponconsummation of this offering, we will incur significant legal, accounting and other expenses as a public company that we did not incuras a private company. Compliance with U.S. laws and regulations and the Nasdaq rules increases our legal and financial compliance costsand makes some corporate activities more time-consuming and costly. As a public company, we will be required to increase the number ofindependent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additionalcosts in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public companyreporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executiveofficers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predictor estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

TheSarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practicesof public companies.

Ourstatus as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we needit.

Weare an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) andwill remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary ofthe completion of this offering; (b) in which we have total annual gross revenue of at least US$1.235 billion; or (c) in which we aredeemed to be a large accelerated filer, which means the market value of our Shares that is held by non-affiliates exceeds US$700 millionas of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more thanUS$1.0 billion in non-convertible debt during the prior 3-year period. An emerging growth company may take advantage of specified reducedreporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption fromthe auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’sinternal control over financial reporting. If we elect not to comply with such auditor attestation requirements, our investors may nothave access to certain information they may deem important. The JOBS Act also provides an emerging growth company with the permissionto delay adopting new or revised accounting standards until such time as those standards apply to private companies. We do not plan toopt-out of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not becomparable to companies that comply with public company effective data.

Becauseof the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractiveto investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare ourbusiness with other companies in our industry if they believe that our reporting is not as transparent as the reporting of other companiesin our industry. Such differences may prevent us from raising additional capital in the public market as and when we need it.

Wemay allocate the net proceeds from this offering in ways that differ from the estimates discussed in the section titled “Use ofProceeds” and with which you may not agree.

Theallocation of net proceeds of the offering set forth in the “Use of Proceeds” section below represents our estimates basedupon our current plans and assumptions regarding the industry and general economic conditions, and our future revenues and expenditures.We anticipate that we will use the net proceeds from this offering for (i) product developments, such as mobile and online gaming seriesand the development of our proprietary gaming focused platform, (ii) the development and the expansion of our business operations inSoutheast Asia, (iii) sales and marketing activities, (iv) investments in infrastructure relating to information technology, and (v)general working capital needs. However, the amounts and timing of our actual expenditures will depend on numerous factors, includingmarket conditions, cash generated by our operations, business developments and rate of growth. Management has broad discretion over theuse of proceeds of this offering and we may find it necessary or advisable to use all or portions of the proceeds from this offeringfor other purposes. Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceedsmay be used are discussed in the section entitled “Use of Proceeds.” You may not have an opportunity to evaluate the economic,financial or other information on which we base our decisions on how to use our proceeds. As a result, you and other shareholders maynot agree with our decisions. Our failure to apply these funds effectively could have a material adverse effect on our business, financialcondition, results of operations and prospects. Pending their use, we may invest the net proceeds from this offering in a manner thatdoes not produce income or preserve value. See “Use of Proceeds” for additional information.

Therecan be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxableyear, which could subject United States investors in our Shares to significant adverse U.S. federal income tax consequences.

Ingeneral, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either(1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% ofthe average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or areheld for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties,and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that isincluded in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Certain United StatesFederal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liabilityand may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determinationmade on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation.Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there canbe no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holdersto consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements giveour current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictlyto historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,”“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”“intends,” “plans,” “will,” “would,” “should,” “could,” “may”or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and productand development programs. You must carefully consider any such statements and should understand that many factors could cause actualresults to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of otherrisks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actualfuture results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statementsinclude, but are not limited to:

Wedescribe material risks, uncertainties and assumptions that could affect our business, including our financial condition and resultsof operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptionsbased on information available to our management at the time the statements are made. We caution you that actual outcomes and resultsmay, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly,you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do nothave any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whetheras a result of new information, future events, changes in assumptions, or otherwise.

IndustryData and Forecasts

Thisprospectus contains certain data and information that we obtained from various government and industry publications through publiclyavailable sources. Statistical data in these publications may include projections based on a number of assumptions. Our industry maynot grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a materialand adverse effect on our business and the market price of our Shares. In addition, the new and rapidly changing nature of the gamingindustry, especially the increase in mobile and online activities among gameplayers at different stages of the production chain resultsin significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our operations.Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differfrom the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USEOF PROCEEDS

Afterdeducting the estimated underwriters’ discount and offering expenses payable by us, we expect to receive net proceeds of approximately$7.90 million (or $8.05 million) in the aggregate if the underwriters exercise their over-allotment option in full) fromthis offering. The net proceeds from this offering must be remitted to Hong Kong before we will be able to use the funds to grow ourbusiness.

Weintend to use the net proceeds of this offering as follows, after we complete the remittance process:

Theprecise amounts and percentage of proceeds we devote to particular categories of activity, and their priority of use, will depend onprevailing market and business conditions as well as on the nature of particular opportunities that may arise from time to time. Accordingly,we reserve the right to change the use of proceeds that we presently anticipate and describe herein.

Asof the date of this prospectus, the balance amount due to Mr. Wu Kin Chung, our chief executive officer, amounted to approximately $2.5million. Following our initial public offering, we intend to utilize cash generated from our operations to repay the balance amountto Mr. Wu King Chung in due course.

Theforegoing is set forth based on the order of priority of each purpose and represents our current intentions based upon our present plansand business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibilityand discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use theproceeds of this offering differently than as described in this prospectus.

DIVIDENDPOLICY

Wecurrently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do notanticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy willbe made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictionscontained in any future financing instruments.

Thedeclaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliancewith applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions,our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual,legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiariesto us, and such other factors as our board of directors may deem relevant.

UnderCayman Islands law, our board of directors may authorize payment of a dividend to shareholders at such time and of such an amount outof profits or our share premium account, if shares have been issued at a premium. No dividend may be paid out of our share premium accountunless immediately following the payment we are able to pay our debts as they fall due in the ordinary course of business. Subjectto compliance with applicable solvency requirements, there is no further Cayman Islands statutory restriction on the amount of fundswhich may be distributed by us by dividend.

Aswe are a holding company, we rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividendsand other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividendsto our shareholders will depend on, among other things, the availability of dividends from our Hong Kong subsidiary Pyro HK.

Cashdividends, if any, on our Shares will be paid in U.S. dollars.

Asan exempted company, we are not subject to any income, withholding or capital gains taxes in the Cayman Islands. Our shareholders willnot be subject to any income, withholding or capital gains taxes in the Cayman Islands with respect to their shares and dividends receivedon those shares, nor will they be subject to any estate or inheritance taxes in the Cayman Islands.

CAPITALIZATION

Thefollowing tables set forth our cash and cash equivalents and capitalization as of December 31, 2023:

Youshould read the tables together with our consolidated financial statements and the related notes included elsewhere in this prospectusand the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

Ifyou invest in our ordinary shares, you will incur immediate dilution since the public offering price per share you will pay in this offeringis more than the net tangible book value per ordinary share immediately after this offering.

Thenet tangible book value of our ordinary shares as of December 31, 2023 was $(1,632,114), or $(0.07) per share based upon22,200,000 ordinary shares outstanding. Net tangible book value per share represents the amount of our total tangible assets reducedby the amount of our total liabilities, divided by the total number of ordinary shares outstanding. Tangible assets equal our total assetsless intangible assets, deferred tax assets and deferred offering cost.

Thedilution in net tangible book value per share to new investors, represents the difference between the amount per share paid by purchasersof shares in this offering and the pro forma net tangible book value per share immediately after completion of this offering. After givingeffect to the sale of the 2,250,000 shares being sold pursuant to the offering price of $4.50 per share, which is the midpoint of theestimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriters’discount and commission payable by us in the amount of $708,750 and estimated offering expenses in the amount of $1,531,250, our proforma net tangible book value would be approximately $6,256,886 or $0.26 per share of ordinary shares. This represents an immediateincrease in net tangible book value of $0.33 per share to existing shareholders and an immediate decrease in net tangible book valueof $4.24 per share to new investors purchasing the shares in this offering.

Thefollowing table illustrates this per share dilution:

Ouradjusted pro forma net tangible book value after the offering, and the decrease to new investors in the offering, will change from theamounts shown above if the underwriters’ over-allotment option is exercised.

Thefollowing table sets forth, on a pro forma as adjusted basis as of December 31, 2023, the difference between the number of ordinary sharespurchased from us, the total cash consideration paid, and the average price per share paid by our existing shareholders and by new publicinvestors before deducting estimated underwriters’ discounts and commissions and estimated offering expenses payable by us, usingan assumed public offering price of $4.50 per ordinary share, which is the midpoint of the estimated initial public offering pricerange set forth on the cover page of this prospectus:

Thepro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of thisoffering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offeringdetermined at pricing.

CORPORATEHISTORY AND STRUCTURE

Thechart below illustrates our corporate structure as at the date of this prospectus and upon giving effect to our Group’s initialpublic offering:

Informationon the Company and its one subsidiary is as follows:

OurControlling Shareholder currently owns 88% of our Ordinary Shares and, upon consummation of this Offering, our Controlling Shareholderwill own 79.9% of our Ordinary Shares, which represent 79.9% of the total voting power of our outstanding Ordinary Shares.See “Risk Factors – Risks Related to Our Shares.”

MANAGEMENT’SDISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of its financial condition and results of operations should be read in conjunction with the financialstatements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involverisks and uncertainties. Its actual results and the timing of selected events could differ materially from those anticipated in theseforward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere inthis prospectus.

Overview

Headquarteredin Hong Kong, we are engaged in the development of mobile and online games, including game design, programming and graphics and distributeour own mobile and online games on various platforms. We leverage on (i) the talents with innovative, creative and technical capabilitiesof the Hong Kong gaming industry community and (ii) the multicultural environment and diversified interests of mobile and online gameplayers in Hong Kong, and strive to produce and market a wider range of attractive, immersive and interesting mobile and online gamegenres to global gameplayers. We are evolving from our beginnings as a licensee of games owned by third parties to a developer andowner of our own games, and we soon will expand our business to include our own proprietary mobile and online platform.

Ourcore product offerings are:

Inaddition, we are developing a multi-functional mobile and online gaming platform on which our games as well as games from other gamingcompanies can be published online and on mobile devices. The platform will also comprise social media chatting, live streaming, advertisingand e-commerce functions to enhance its attractiveness and “stickiness” to users.

Asat December 31, 2023, the Company has 63 experienced employees working as producers, game designers, artists, game enginedevelopers and marketing staff, and we are one of the few game development companies in Hong Kong that has a direct labor force of over50 employees with game development skills.

KeyFactors Affecting the Results of Our Group’s Operations 

Ouroperating results are primarily affected by those factors set out in the section headed ‘‘Risk Factors’’ in thisprospectus and those set out below:

Significantsoftware development costs capitalized for our new mobile games and online games platform which are still in development for which amortizationhas yet to commence

Ourdemonstrated development capabilities are among the key factors of our success. We have built a cohesive in-house development team consistingof industry-leading game development talents with diversified production experiences.

In-housedevelopment is a time-consuming process and it requires substantial capital resources prior to the game launch. This has resulted insignificant software development costs being capitalized for products that are still in development for which amortization has yet tocommence, which in turn are subject to assessment for impairment annually or more frequently if certain events or changes in circumstancesindicate that it might be impaired. In the event that the amount by which the unamortized capitalized costs of a product exceed the netrealizable value of that product, such amount needs to be written off, whereby any amount of the write-down could have a material adverse effecton our operating results.

Thefollowing table below sets out information on our game development pipeline including game title, development stage and expected launchdate for the periods presented that corresponds to the annual amortization charges expected to be incurred at the time of product release:

*All the rights to Mythicland have been sold to an unrelated third party in September 2023.

Thefollowing table sets out the breakdown of our software development costs by games for periods presented and the amount of annual amortizationexpected to be incurred for each game upon the product release to our customers: