UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMF-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WANG& LEE GROUP, INC.

(Exactname of registrant as specified in its charter)

5/FWing Tai Factory Building,

3Tai Yip Street,

KwunTong,

Kowloon,Hong Kong

+852 2889 1313

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

PuiLung Ho

5/FWing Tai Factory Building,

3Tai Yip Street,

KwunTong,

Kowloon,Hong Kong
+852 2889 1313

(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: Promptly after the effective date 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, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

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. ☐

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

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 the become effective in accordancewith Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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

SUBJECTTO COMPLETION

PRELIMINARYPROSPECTUS DATED June __, 2022,

WANG& LEE GROUP, Inc.

4,000,000Ordinary Shares

Thisis the initial public offering (the “Offering”) of WANG & LEE GROUP, Inc., a British Virgin Islands company limited byshares, whose principal place of business is in Hong Kong, Special Administrative Region (“HK SAR”). We are offering, ona firm commitment basis, 4,000,000 ordinary shares, no par value (the “Ordinary Shares”).

Nopublic market currently exists for our Ordinary Shares. We have applied for listing on the Nasdaq Capital Market under the symbol “WLGS”for the Ordinary Shares we are offering. We expect that the initial public offering price (the “Offering Price”) willbe between $4.00 per Ordinary Share. We believe that upon the completion of the Offering, we will meet the standards for listingon the Nasdaq Capital Market.

We are, and will be,a “controlled company” as defined under the Nasdaq Stock Market Rules as long as our majority shareholder and Chief ExecutiveOfficer and Chairman and his affiliates own and hold more than 50% of our outstanding Ordinary Shares. For so long as we are a controlledcompany under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules,including:

As a result, you willnot have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Althoughwe do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely onthis exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of ourboard of directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independent directors upon closing of the Offering.

Wewere incorporated in the British Virgin Islands on May 20, 2021 as a holding company of our business, which is primarily operated throughour indirectly wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED. WANG & LEE GROUP, Inc. is not a Chineseor Hong Kong operating company but a British Virgin Islands (“BVI”) holding company with operations conducted by our subsidiaryin Hong Kong. You are investing in Ordinary Shares of WANG & LEE GROUP, Inc. the BVI holding company.

As of the date hereof, we are authorized to issuean unlimited number of ordinary shares of a single class with no par value, and we have 12,000,000 Ordinary Shares issued andoutstanding. Upon completion of the Offering, we will be a “controlled company” as defined under the Nasdaq Rule 5615(c)and IM-5615-5 because more than 50% of the voting power for the election of directors is held by an individual, a group or another company.

Weare an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, are eligiblefor to reduced public company reporting requirements. Investing in our ordinary shares involves risks. See “Risk Factors”beginning on page 19.

Weexpect our total cash expenses payable to our underwriter, Boustead Securities, LLC (the “Underwriter”), for its reasonablenon-accountable expenses and accountable expenses referenced above, exclusive of the above commissions to be $1,388,000. We estimatethat the total expenses of this Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses,but excluding the underwriting fees and commissions and Underwriter’s non-accountable and accountable expenses, will be approximately$939,702.

TheUnderwriter expects to deliver the Ordinary Shares to purchasers in the Offering on or about [●], 2022.

Neitherus nor any of our subsidiaries is required to obtain permission from the government of the People’s Republic of China to list ourshares on the Nasdaq Capital Market.

Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issuedthe Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. Theseopinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listingsby China-based companies. The PRC government also initiated a series of regulatory actions and statements to regulate business operationsin China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision overChina-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurityreviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highlyuncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new lawsand regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. exchange.

ThePRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibitsinstitutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtainedduring the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber SecurityLaw, which became effective on June 1, 2017.

Pursuantto the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may onlycollect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenancefor their products and services and shall comply with provisions regarding the protection of personal information as stipulated underthe relevant laws and regulations.

TheCivil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021)provides main the legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators,including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused onregulation in the areas of data security and data protection.

ThePRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, includingthe Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection lawsand regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated CybersecurityReview Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical informationinfrastructure must pass a cybersecurity review when purchasing network products and services that do or may affect national security.

InNovember 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law(“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirementson cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to governmentscrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension ofrelated business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. InApril 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity ReviewMeasures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructuremust pass a cybersecurity review when purchasing network products and services that do or may affect national security.

OnJuly 10, 2021, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yeteffective), which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurityreview with the Office of Cybersecurity Review.

OnNovember 14, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for CybersecurityReview for public comments (“Draft Measures”), which required that, in addition to “operator of critical informationinfrastructure,” any “data processor” carrying out data processing activities that affect or may affect national securityshould also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national securityrisks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal informationbeing stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure,core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governmentsafter listing abroad. The CAC has said that under the proposed rules, companies holding data on more than 1,000,000 users must now applyfor cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be“affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigatethe potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations willaffect us and our listing on Nasdaq. In the event that the CAC determines that we are subject to these regulations, we may be subjectto fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which will take effecton September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handlingpersonal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection anduse of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any othercybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specificactions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

Giventhat the new PRC Data Security Law has been enacted in September, we will not be subject to the cybersecurity review by the CAC for thisOffering, given that: (i) using our products and services do not require providing users’ personal information; (ii) we possessminimum amount, if not none of personal information in our business operations; (iii) data processed in our business does not have abearing on national security and thus may not be classified as core or important data by the authorities and (iv) our operations arein HK SAR, a Special Autonomous Region apart from mainland PRC. However, there remains uncertainty as to how the Draft Measures willbe interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, ordetailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementationand interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect ofsuch laws on us.

Wecannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance thatwe can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specificactions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or atall. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties,which could materially and adversely affect our business, financial condition, and results of operations.

Webelieve that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor anyother PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiaries’operations. The Company is currently not required to obtain regulatory approval from the CAC nor any other PRC authorities for its andits subsidiaries’ operations in HK SAR.

Asof the date of this prospectus, our Company and its subsidiaries have not received any inquiry, notice, warning or sanctions regardingour planned overseas listing from the China Securities Regulatory Commission or any other PRC governmental authorities. For more details,see “Risk Factors — Risks Related to Doing Business in Hong Kong SAR — We may be subject to a variety of laws and otherobligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business, financial condition and results of operations.”

Althoughnone of our business activities appears to be within the immediate targeted areas of concern by the Chinese government. However, becauseof our operating subsidiary is in HK SAR and its operations are there and given the Chinese government’s significant oversightand discretion over the conduct of our business operations in HK SAR, the Chinese government may intervene or influence our operationsat any time, which could result in a material change in our operations and consequently, the value of our Ordinary Shares. The Chinesegovernment could also significantly limit or completely hinder our ability to list on an U.S. or other foreign exchange, and to offerfuture securities to investors and cause the value of such securities to significantly decline or be worthless. Please refer to “RiskFactors – Risks Related to Doing Business in Hong Kong SAR – The recent spate of government interference by the PRC governmentinto business activities of U.S. listed Chinese companies may negatively impact our operations, value of our securities and/or significantlylimit or completely hinder our ability to offer future securities to investors and cause the value of such securities to significantlydecline or be worthless.”

TheHFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued bya registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over the counter tradingmarket in the U.S.

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.

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 yearsto two years.

OnDecember 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of aposition taken by an authority in foreign jurisdictions.

OnDecember 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’sinability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or HongKong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC orHong Kong.

Ourauditor, WWC P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as anauditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess WWC P.C.’s compliance with applicable professional standards.WWC P.C. is headquartered in San Mateo, CA and has been inspected by the PCAOBon a regular basis, with the last inspection in November 2021. Therefore, we believe that, as of the date of this prospectus, our auditor is notsubject to the PCAOB determinations. See “Risk Factors — Risks Related to Doing Business in Hong Kong SAR — The recentjoint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives,all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations in China. Thesedevelopments could add uncertainties to our future offerings, business operations share price and reputation.” on page 35.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertaintycould cause the market price of our Ordinary Shares to be materially and adversely affected.

Therecent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing thequalification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could adduncertainties to our Offering. Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOBinspection, there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect orinvestigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include but notlimited to that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result anexchange may determine to delist our securities.

Wecannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after consideringthe effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiencyof resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’simplementation process related to the March 2021 interim final amendments will entail or what further actions the SEC, the PCAOB or Nasdaqwill take to address these issues and what impact those actions will have on U.S. companies that have significant operations in the PRCand have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition,the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increaseU.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares couldbe adversely affected, trading in our securities may be prohibited and we could be delisted if we and our auditor are unable to meetthe PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and managementtime.

Weare headquartered in Hong Kong and not mainland China. We do not use variable interest entities in our corporate structure. We, throughour indirect wholly-owned subsidiary, WANG & LEE CONTRACTING LIMITED, engage in Electrical & Mechanical System (“E&M”),includes low voltage (220v/phase 1 or 380v/phase 3) electrical system (“EL”), mechanical ventilation and air-conditioningsystem (“MVAC”), fire service system, water supply and sewage disposal system installation and fitting out for the publicand private sectors in HK SAR.

Duringthe normal courses of our business, cash may be transferred between our companies via wire transfer to and from bank accounts to paycertain business expenses, as loans or capital contribution. Cash is maintained by our operating subsidiary, WANG & LEE CONTRACTINGLIMITED, in four separate Hong Kong Dollar bank accounts in HK SAR. WANG & LEE GROUP, Inc. has two Hong Kong Dollarsavings and current bank accounts and two foreign currency savings and current bank accounts in HK SAR. WANG & LEE HOLDINGS, Inc.has no bank account. Because WANG & LEE GROUP, Inc. was recently incorporated, there has not been, to date, any transfers, dividends,or distributions between the holding company, WANG & LEE GROUP, Inc., its subsidiaries, or to its investors.

Asof the current date, none of our companies has not distributed any cash dividends or made any cash distributions. There are no restrictionsfor the transfer or distribution of cash between the companies. Please refer to the condensed consolidating schedule and the consolidatedfinancial statements on page F-1.

Neitherthe Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thisprospectus does not constitute, and there will not be, an offering of securities to the public in the British Virgin Islands.

BousteadSecurities, LLC

Thedate of this prospectus is _____________, 2022.

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyoneto provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offeringto sell, and seeking offers to buy, the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where offersand sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the ordinary shares.

Neitherwe nor the Underwriter have/has taken any action that would permit a public offering of the Ordinary Shares outside the United Statesor permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Personsoutside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves aboutand observe any restrictions relating to the offering of the Ordinary Shares and the distribution of the prospectus outside the UnitedStates.

Weobtained the statistical data, market data and other industry data and forecasts described in this prospectus from market research, publiclyavailable information and industry publications. Industry publications generally state that they obtain their information from sourcesthat they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believethat the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer totheir reports appearing or incorporated by reference in this prospectus.

Wewere incorporated under the laws of the British Virgin Islands as a business company established under the BVI Act with limited liabilityand a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatmentas a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financialstatements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities ExchangeAct of 1934.

Until[●], 2022 (the 25^th day after the date of this prospectus), all dealers that buy, sell or trade Ordinary Shares, whetheror not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to delivera prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

COMMONLYUSED DEFINED TERMS

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

Ourbusiness is conducted by our indirect wholly-owned entity in HK SAR, using HK$, the currency of HK SAR. Our unaudited condensed consolidatedfinancial statements are presented in United States dollars. In this prospectus, we refer to assets, obligations, commitments and liabilitiesin our unaudited condensed consolidated financial statements in United States dollars. These dollar references are based on the exchangerate of HK$ to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affectthe amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decreasein the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

Thisprospectus contains translations of certain HK$ amounts into U.S. dollar amounts at specified rates solely for the convenience of thereader. The relevant exchange rates are listed below:

Numericalfigures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in varioustables may not be arithmetic aggregations of the figures that precede them.

Forthe sake of clarity, this prospectus follows the English naming convention of first name followed by last name, regardless of whetheran individual’s name is Chinese or English. For example, the name of our Chairman will be presented as “Pui Lung Ho,”even though, in Chinese, Mr. Ho’s name is presented as “Ho Pui Lung.”

Wehave relied on statistics provided by a variety of publicly-available sources regarding China’s expectations of growth. We didnot, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated inthis prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in thisprospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporatedin this prospectus other than to the extent specifically cited in this prospectus. Except where otherwise stated, all ordinary shareaccounts provided herein are on a pre-share-increase basis.

MARKETAND INDUSTRY DATA

Unlessotherwise indicated, information contained in this prospectus concerning our industry, our market share and the markets that we serveis based on information from independent industry and research organizations, other third-party sources (including industry publications,surveys and forecasts) and management estimates. Management estimates are derived from publicly available information released by independentindustry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewingsuch data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-partysources is reliable, we have not independently verified any such information. In addition, projections, assumptions and estimates ofthe future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and riskdue to a variety of factors, including those described in “Risk Factors” and “Cautionary Statement Regarding Forward-LookingStatements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third-partiesand by us.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve risks and uncertainties, such as statements related to future events, businessstrategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects,plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-lookingstatements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,”“continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,”“potential,” “targeting,” “intend,” “could,” “might,” “should,”“believe” and similar expressions or their negative. Forward-looking statements should not be read as a guarantee of futureperformance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results willbe achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcomeand timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factorsthat may cause actual results or events to differ materially from those expressed in such forward-looking statements. When evaluatingforward-looking statements, you should consider the risk factors and other cautionary statements described in “Risk Factors.”We believe the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, but no assurancecan be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.

Importantfactors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, butare not limited to: 

Thesefactors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressedin forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materiallyfrom those expressed in the forward-looking statements. Our future results will depend upon various other risks and uncertainties, includingthose described in “Risk Factors.” All forward-looking statements attributable to us are qualified in their entirety by thiscautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise anyforward-looking statements after the date on which any such statement is made, whether as a result of new information, future eventsor otherwise.

CautionaryStatement Regarding Doing Business in China

Weare subject to certain legal and operational risks associated with being based in China. PRC laws and regulations governing our currentbusiness operations are sometimes vague and uncertain, and as a result these risks may result in material changes in our operations,completely hinder of our ability to offer or continue to offer our securities to investors and cause the value of our securities to significantlydecline or become worthless.

Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issuedthe Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. Theseopinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listingsby China-based companies. The PRC government also initiated a series of regulatory actions and statements to regulate business operationsin China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision overChina-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurityreviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highlyuncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new lawsand regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. exchange.

ThePRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibitsinstitutions, companies, and their employees from selling or otherwise illegally disclosing a citizen’s personal informationobtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways.On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, orCyber Security Law, which became effective on June 1, 2017.

Pursuantto the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may onlycollect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenancefor their products and services and shall comply with provisions regarding the protection of personal information as stipulated underthe relevant laws and regulations.

TheCivil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) providesmain legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including theCyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areasof data security and data protection.

ThePRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, includingthe Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection lawsand regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated CybersecurityReview Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical informationinfrastructure must pass a cybersecurity review when purchasing network products and services that do or may affect national security.

InNovember 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law(“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirementson cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to governmentscrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension ofrelated business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. InApril 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity ReviewMeasures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructuremust pass a cybersecurity review when purchasing network products and services which do or may affect national security.

OnJuly 10, 2021, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yeteffective), which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurityreview with the Office of Cybersecurity Review.

OnNovember 14, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for CybersecurityReview for public comments (“Draft Measures”), which required that, in addition to “operator of critical informationinfrastructure,” any “data processor” carrying out data processing activities that affect or may affect national securityshould also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national securityrisks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal informationbeing stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure,core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governmentsafter listing abroad. The CAC has said that under the proposed rules, companies holding data on more than 1,000,000 users must now applyfor cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be“affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigatethe potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations willaffect us and our listing on Nasdaq. In the event that the CAC determines that we are subject to these regulations, we may be subjectto fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which will take effecton September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handlingpersonal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection anduse of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any othercybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specificactions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

Giventhat the new PRC Data Security Law has been enacted in September, we will not be subject to the cybersecurity review by the CAC for thisOffering, given that: (i) using our products and services do not require providing users’ personal information; (ii) we possessminimum amount, if not none of personal information in our business operations; (iii) data processed in our business does not have abearing on national security and thus may not be classified as core or important data by the authorities and (iv) our operations arein HK SAR, a Special Autonomous Region apart from mainland PRC. However, there remains uncertainty as to how the Draft Measures willbe interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, ordetailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementationand interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect ofsuch laws on us.

Wecannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance thatwe can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specificactions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or atall. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties,which could materially and adversely affect our business, financial condition, and results of operations.

Webelieve that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor anyother PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiaries’operations. The Company is currently not required to obtain regulatory approval from the CAC nor any other PRC authorities for its andits subsidiaries’ operations in HK SAR.

Asof the date of this prospectus, our Company and its subsidiaries have not received any inquiry, notice, warning or sanctions regardingour planned overseas listing from the China Securities Regulatory Commission or any other PRC governmental authorities. For more details,see “Risk Factors — Risks Related to Doing Business in Hong Kong SAR — We may be subject to a variety of laws and otherobligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business, financial condition and results of operations.”

Allof the statements and regulatory actions referenced are newly published, official guidance and related implementation rules have notbeen issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on our daily businessoperation, the ability to accept foreign investments and list on an U.S. exchange. PRC regulatory authorities may in the future promulgatelaws, regulations or implementing rules that require us and/or our subsidiaries to obtain regulatory approval from Chinese authoritiesbefore listing in the U.S.

CautionaryStatement Regarding Holding Foreign Companies Accountable Act

HoldingForeign Companies Accountable Act (the “HFCA Act”)

TheHFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued bya registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over the counter tradingmarket in the U.S.

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.

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 yearsto two years.

OnDecember 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of aposition taken by an authority in foreign jurisdictions.

OnDecember 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’sinability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or HongKong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC orHong Kong.

Ourauditor, WWC P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as anauditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess WWC P.C.’s compliance with applicable professional standards.WWC P.C. is headquartered in San Mateo, CA and has been inspected by the PCAOBon a regular basis, with the last inspection in November 2021. Therefore, we believe that, as of the date of this prospectus, our auditor is notsubject to the PCAOB determinations. See “Risk Factors — Risks Related to Doing Business in Hong Kong SAR — The recentjoint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives,all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations in China. Thesedevelopments could add uncertainties to our future offerings, business operations share price and reputation.” on page 35.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertaintycould cause the market price of our Ordinary Shares to be materially and adversely affected.

Therecent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing thequalification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could adduncertainties to our Offering. Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOBinspection, there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect orinvestigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include but notlimited to that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result anexchange may determine to delist our securities.

Wecannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after consideringthe effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiencyof resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’simplementation process related to the March 2021 interim final amendments will entail or what further actions the SEC, the PCAOB or Nasdaqwill take to address these issues and what impact those actions will have on U.S. companies that have significant operations in the PRCand have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition,the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increaseU.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares couldbe adversely affected, trading in our securities may be prohibited and we could be delisted if we and our auditor are unable to meetthe PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and managementtime. See “Risk Factors — Risks Related to Doing Business in Hong Kong SAR — The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additionaland more stringent criteria to be applied to U.S.-listed companies with significant operations in China. These developments could adduncertainties to our future offerings, business operations share price and reputation.” on page 35.

CautionaryStatement About Being a Foreign Private Issuer

Weare a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

Becausewe are a British Virgin Islands-incorporated company and conduct all of our operations in HK SAR, most of our directors and executiveofficers reside within HK SAR, and most of the assets of these persons and substantially all our assets are located within HK SAR, youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in BritishVirgin Islands or HK SAR based on U.S. or other foreign laws against us, our management or the experts named in the prospectus. You mayalso face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.

Ourcorporate affairs will be governed by our Amended Memorandum and Articles, the BVI Act and the common law of the British Virgin Islands.The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilitiesof our directors under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands andby the BVI Act. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law arenot as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular,the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware)have more fully developed and judicially interpreted bodies of corporate law. As a result of the foregoing, holders of our Ordinary Sharesmay have more difficulty in protecting their interests through actions against our management, directors or major shareholders than theywould as shareholders of a U.S. company and whose management, directors and/or major shareholders were also incorporated, resident, orotherwise established in a United States jurisdiction. Certain corporate governance practices in the British Virgin Islands, which isour home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be affordedless protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. For a discussion of significantdifferences between the provisions the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders,see “DESCRIPTION OF ORDINARY SHARES - Material Differences in BVI Law and our Memorandum and Articles of Association and DelawareLaw”.

PROSPECTUSSUMMARY

Thissummary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not containall of the information you should consider in making your investment decision. You should read the entire prospectus carefully beforemaking an investment in our Ordinary Shares. You should carefully consider, among other things, our consolidated financial statementsand the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” included elsewhere in this prospectus.

Overview

Weare a British Virgin Islands company incorporated on May 20, 2021 as a holding company of our business, which is primarily operated throughour indirectly wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED.

Wang& Lee Engineering Limited was founded in 1981 and we mainly conducted electrical work until December 3, 1992. By 1990, we had providedservices for many shops, factories and residential buildings and began providing other installation work. WANG & LEE CONTRACTINGLIMITED, formerly known as WANG & LEE ENGINEERING (M/E) LIMITED was incorporated in HK SAR on December 3, 1992. It changed its nameto WANG & LEE CONTRACTING LIMITED on May 2, 1995 to reflect the expanded scope of work it now provides. Wang & Lee EngineeringLimited was wound up in 2003.

Weare, through our, indirectly wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED, a construction prime and subcontractorengaging in the installation of Electrical & Mechanical Systems (“E&M”), which includes low voltage (220v/phase 1or 380v/phase 3) electrical system, mechanical ventilation and air-conditioning system, fire service system, water supply and sewagedisposal system installation and fitting out for the public and private sectors. WANG & LEE CONTRACTING LIMITED has mainlyundertaken projects that are related to the supply, installation and maintenance of the following systems:

WANG& LEE CONTRACTING LIMITED is also able to providedesign and contracting services to all trades in the construction industry. Our clients range from small startups to large companies.

Nowadays,buildings are going certifiably green. As we have become more conscious of the effect our installation and works have on the environmentand on us directly, organizations have developed voluntary methods of rating the environmental impact and efficiency of buildings, andother similar structures. Assessments take place both during design and after completion. Existing structures or commercial interiorspaces can also be rated. Our team provides every effort to be environmentally conscious, focusing on designs that promote energy andwater efficiency, indoor environment quality, and the responsible discharge of wastes.

WANG& LEE CONTRACTING LIMITED has been providing construction contracting services in HK SAR for almost 40 years and have been awarded:

Additionally,WANG & LEE CONTRACTING LIMITED is a registered Class 1 Fire Service Installation Contractor with the Fire Services Department,Specialist Contractor in Ventilation Works under the Building Ordinance (Cap 123) Section 8A, registered Minor Works Contractor (Company)for Classes II and III (covering under alteration and addition works, repair works, drainage works, works relating to structures foramenities, finishes works and demolition works) under the Building Ordinance (Cap 123) Section 8A and registered Electrical Contractorunder the Electricity (Registration) Regulations (Cap 406 Sub Leg.).

All of WANG &LEE CONTRACTING LIMITED’s projects were predominantly in the private sector for fiscal years 2020 and 2019. It providesa wide range of large sitework construction services to private construction customers, including commercial and residential developersand local businesses. WANG & LEE CONTRACTING LIMITED’s recent projects include two well-known theme parks in HK SAR– Ocean Park and Hong Kong Disneyland where it carried out various low voltage electrical work for the theme parks, such asinstallation of emergency power supply system, lighting, etc. WANG & LEE CONTRACTING LIMITED competes for private constructionprojects primarily on the basis of the breadth of its service capabilities and its reputation for quality. As a result, we believe weare well-positioned to capitalize on the strong momentum after restrictions imposed by the COVID-19 pandemic were lifted in commercialand residential private construction sectors driven by population and economic expansion in HK SAR and mainland China.

Supported by itslocal market (i.e. the E&M market in HK SAR) presence and knowledge, as well as scale advantages attributable to itsvertical integration, geographic reach and strong financial profile, we believe we are a significant player in each of themarkets that WANG & LEE CONTRACTING LIMITED serves. For all but the very largest projects, WANG & LEE CONTRACTING LIMITEDcompetes primarily against local firms that have similar qualifications and experience. By virtue of this locally driven competitivedynamic, competition in our industry is characterized by relative market share, which we define as the percentage of jobs we win in alocal market compared to the jobs we bid in a local market.

Our Mission

We, through ourHK SAR indirectly wholly-owned subsidiary, WANG & LEE CONTRACTING LIMITED, aspire to be a leading provider of specialized engineeringservices, to exceed our clients’ expectations and be recognized locally and abroad by:

OurValues

Abuilding without a foundation is like a company without core values. They strengthen our entire team and client relationships, and theyguide our business practices, strategy and vision. At our Company, we stand by our core values:

CompetitiveStrengths

Webelieve that the following strengths have contributed to our success and are differentiating factors that set us apart from our peers.

Threatsand Challenges

Coronavirus(COVID-19) Update

Theworld is experiencing a global pandemic of a novel strain of coronavirus (COVID-19) and its various strains. The pandemic has resultedin quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for most of the past two years.We believe there is a risk that our business, results of operations, and financial condition will be adversely affected by the continuedpandemic. Potential impact to our results of operations will also depend on future developments and new information that may emerge regardingthe duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19or mitigate its impact, almost all of which are beyond our control.

Theimpact of COVID-19 on our business, financial condition, and results of operations includes, but are not limited to, the following:

Becauseof the uncertainty surrounding the COVID-19 outbreak, the business disruption and the related financial impact related to the outbreakof and response to the coronavirus cannot be reasonably estimated at this time. For a detailed description of the risks associated withthe novel coronavirus, see “Risk Factors—Risks Related to Our Business and Industry — Given the rapidly expanding natureof the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in China, we believethere is a risk that our business, results of operations, and financial condition will be adversely affected.”

SignificantRisk Factors

Aninvestment in our Ordinary Shares involves a number of risks. You should carefully read and consider all of the information containedin this prospectus (including in “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and our consolidated financial statements and the notes thereto) before making an investment decision.These risks could adversely affect our business, financial condition and results of operations, and cause the trading price of our OrdinaryShares to decline. You could lose part or all of your investment. In reviewing this prospectus, you should bear in mind that past resultsare no guarantee of future performance. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussionof forward-looking statements, and the significance of forward-looking statements in the context of this prospectus.

Thefollowing is a summary of what our management views as our most significant risk factors:

RisksRelated to Our Business and Industry

Fora detailed description of the risks above, please refer to pages 19 – 29.

RisksRelated to Doing Business in Hong Kong SAR

For a detailed description of the risks above,please refer to pages 29 – 36.

RisksRelated to Our Initial Public Offering and Ownership of Our Ordinary Shares

For a detailed description of the risks above,please refer to pages 37 – 45.

Listof Approvals/Permits

Neitherwe or our subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (“CSRC”),Cyberspace Administration of China (“CAC”) or any other governmental agency. We have and our subsidiaries have received allrequisite permissions or approvals and no permissions or approvals had been denied.

Ifwe or our subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissionsor approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we and/or our subsidiaries are requiredto obtain such permissions or approvals in the future, the relevant governmental authorities would have broad discretion in dealing withsuch violation, including levying fines, confiscating our and/or our subsidiaries’ income, revoking our or our subsidiaries’business licenses or operating licenses, discontinuing or placing restrictions or onerous conditions on our operations, requiring usto undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our Offering to finance our orour subsidiaries’ business and operations, and taking other regulatory or enforcement actions that could be harmful to our or oursubsidiaries’ business. Any of these actions could cause significant disruption to our or our subsidiaries’ business operationsand severely damage our or our subsidiaries’ reputation, which would in turn materially and adversely affect our or our subsidiaries’business, financial condition and results of operations.

Transfersof Cash to and from Our Subsidiaries

Our business is primarily conductedthrough our indirectly wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED. WANG & LEE GROUP, Inc., theBritish Virgin Islands holding company will rely on dividends paid by its subsidiaries, namely WANG & LEE HOLDINGS, Inc.,our wholly-owned British Virgin Islands subsidiary and the latter’s wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTINGLIMITED for WANG & LEE GROUP, Inc.’s working capital and cash needs, including the funds necessary to pay any dividends.WANG & LEE GROUP, Inc. and WANG & LEE HOLDINGS, Inc. are essentially British Virgin Islands holding companies. Only WANG &LEE CONTRACTING LIMITED operates in HK SAR.

Duringthe normal courses of our business, cash may be transferred between our companies via wire transfer to and from bank accounts to paycertain business expenses, as loans or capital contribution. Cash is maintained by our operating subsidiary, WANG & LEE CONTRACTINGLIMITED, in four separate Hong Kong Dollar bank accounts in HK SAR. WANG & LEE GROUP, Inc. has two Hong Kong Dollarsavings and current bank accounts and two foreign currency savings and current bank accounts in HK SAR. WANG & LEE HOLDINGS, Inc.has no bank account,

BecauseWANG & LEE GROUP, Inc. was recently incorporated, there has not been, to date, any transfers, dividends, or distributions betweenthe holding company, WANG & LEE GROUP, Inc., its subsidiaries, or to its investors.

WANG& LEE GROUP, Inc. is permitted under the laws of the British Virgin Islands to provide funding to its subsidiaries through loansor capital contributions without restrictions on the amount of the funds. WANG & LEE HOLDINGS, Inc. and WANG & LEE CONTRACTINGLIMITED are permitted under the relevant laws of HK SAR to provide funding through dividend distribution without restrictions on theamount of the funds. There are no restrictions on dividends transfers from HK SAR to the British Virgin Islands and to U.S. investors.

OurCorporate Structure

Weare a British Virgin Islands business company that wholly owns our British Virgin Islands subsidiary, WANG & LEE HOLDINGS, Inc.,which in turn, wholly owns our HK SAR operating subsidiary, WANG & LEE CONTRACTING LIMITED. We do not use variable interest entitiesin our corporate structure.

Thefollowing diagram illustrates our corporate structure as of the date of this prospectus and on completion of the Offering. Formore detail on our corporate history please refer to “Our Corporate History and Structure” appearing on page 79 of this prospectus.

Pre-Offering

*WANG & LEE GROUP, Inc.is the holding company and registrant.

** WANG & LEE CONTRACTINGLimited is our operating company.

Post-Offering

*WANG & LEE GROUP, Inc.is the holding company and registrant.

** WANG & LEE CONTRACTINGLimited is our operating company.

CorporateInformation

Ourprincipal executive office is located at 5/F Wing Tai Factory Building, 3 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong, and our phonenumber is +852 2889 1313. We maintain a corporate website athttp://www.wangnlee.com.hk/. The information contained in, or accessiblefrom, our website or any other website does not constitute a part of this prospectus.

Implicationsof Our Being an “Emerging Growth Company”

Asa company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantageof reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company,we:

Weintend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for theadoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods maymake it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under §107 of the JOBS Act.

Certainof these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smallerreporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestationand report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensationdiscussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only twoyears of audited financial statements and related MD&A disclosure.

Implicationsof Being a Foreign Private Issuer

Weare a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

Implications of Being a ControlledCompany

Weexpect that our Chairman and Chief Executive Officer, Mr. Pui Lung Ho will own a majority of our ordinary shares following the Offeringand continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Stock Market Rules. Accordingly,we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under thatdefinition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

Asa result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements.

Althoughwe do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely onthis exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of ourboard of directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Sharesto look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements. Please see “Risk Factors –Our significant shareholders have considerable influence over our corporate matters.”

OfferingSummary

Followingcompletion of our initial public offering, ownership of WANG & LEE GROUP, Inc. will be as follows:

THEOFFERING

SummaryFinancial Data

The following summaryconsolidated statements of operations and cash flow data for the years ended December 31, 2021 and 2020 and thesummary consolidated balance sheet data as of December 31, 2021 and 2020 have been derived from our consolidatedfinancial statements included elsewhere in this prospectus. You should read the summary consolidated financial data in conjunctionwith those financial statements and the accompanying notes and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations.” Our consolidated financial statements are prepared and presented in accordance withUnited States generally accepted accounting principles, or U.S. GAAP, our consolidated financial statements have been prepared as ifthe current corporate structure had been in existence throughout the periods presented.

Thesummary consolidated statements of operations and cash flow

Thesummary consolidated balance sheet as at

Ourmanagement believes that the assumptions underlying our financial statements and the above allocations are reasonable. Our financialstatements, however, may not necessarily reflect our results of operations, financial position and cash flows as if we had operated asa separate, stand-alone company during the periods presented. You should not view our historical results as an indicator of our futureperformance.

The following table presentsour summary consolidated statements of operations and comprehensive income for the fiscal years ended December 31, 2021 and2020:

RISKFACTORS

Investmentin our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the otherinformation included in this prospectus before making an investment decision. The risks and uncertainties described below represent ourknown material risks to our business. If any of the following risks actually occurs, our business, financial condition or results ofoperations could suffer. In that case, you may lose all or part of your investment. You should not invest in this offering unless youcan afford to lose your entire investment.

RisksRelated to Our Business and Industry

Asignificant slowdown or decline in economic conditions, particularly in mainland China, could adversely impact our results of operations.

Wecurrently operate in HK SAR and the People’s Republic of China to a small extent. In fiscal year 2019, we generated 6% of ourrevenue from mainland China for referring sub-contractors to a work site in mainland China. Since then, all our revenue has been generatedin HK SAR. A slowdown or decline in economic conditions or uncertainty regarding the economic outlook in mainland China generally,or in HK SAR particularly, could result in reduced demand for construction projects, which could materially adversely affect our financialcondition, results of operations and liquidity. Demand for construction projects depends on the overall condition of the local economies,the need for new or replacement infrastructure, the priorities placed on various projects funded by government spending levels. In particular,low tax revenues, credit rating downgrades, budget deficits and financing constraints, including timing and amount of government fundingand competing governmental priorities, could negatively impact the ability of government agencies to fund existing or new public infrastructureprojects. For example, during the most recent recession, decreases in tax revenues reduced funding for infrastructure projects. In addition,any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis,or at all, for work on projects already in progress. The inability to pay could cause our customers to delay or cancel construction projectsin our contract backlog and/or create difficulties for customers to obtain adequate financing to fund new construction projects, includingthrough the issuance of municipal bonds.

Ifwe do not comply with certain laws, we could be suspended or debarred contracting, which could have a material adverse effect on ourbusiness.

Variousstatutes to which our operations are subject, such as Factories and Industrial Undertakings Ordinance (Cap. 59 of the Laws of Hong Kong),Construction Site (Safety) Regulations (Cap. 59I of the Laws of Hong Kong), Factory and Industrial Undertakings (Safety Officers andSafety Supervisors) Regulations (Cap. 59Z of the Laws of Hong Kong); Factories and Industrial Undertakings (Safety Management) Regulations;and Occupational Safety and Health Ordinance (Cap. 509), which deal with the health and safety during the construction process and variousother statutes provide for discretionary suspension and/or debarment in certain circumstances. The scope and duration of any suspensionor debarment may vary depending upon the facts of a particular case and the statutory or regulatory grounds for debarment. Any suspensionor debarment from contracting will have a material adverse effect on our financial condition, results of operations or liquidity.

Ifwe are unable to accurately estimate the overall risks, revenues or costs on our projects, we may incur contract losses or achieve lowerthan anticipated profits.

Pricingon a fixed unit price contract is based on approved quantities irrespective of our actual costs, and contracts with a fixed total pricerequire that the work be performed for a single price. We only generate profits on fixed unit price and fixed total price contracts whenour revenues exceed our actual costs, which requires us to accurately estimate our costs, control actual costs, and avoid cost overruns.If our cost estimates are too low or we do not perform the contract within our cost estimates, then cost overruns may cause us to incura loss or cause the contract not to be as profitable as we expected. The costs incurred and profit realized, if any, on our contractscan vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

Thesefactors and others may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operationsor liquidity.

We are requiredto maintain various approvals, licences and permits to operate many of our businesses, and theloss of, or failure to obtain or renew, any or all of these approvals, licences and permits could materially and adversely affect ourbusinesses in Hong Kong SAR.

In accordance with thelaws and regulations of Hong Kong SAR, we are required to maintain various approvals, licences and permits in order to operate our business.Please see “Business — Overview” for a summary of such licences, approvals or permits.

Failure to comply withthese laws and regulations, or the loss of or failure to renew our licences and permits or any change in the government policies, couldlead to temporary or permanent suspension of some of our business operations or the imposition of penalties on us, which could adverselyaffect our results of operations and financial condition. As confirmed by our directors, we may engage approved subcontractors to carryout part of our engineering works to mitigate such risks, thereby ensuring the timely completion of the E&M engineering projects.We have established long term relationships with our subcontractors for a period up to 30 years. Please refer to “Business —Competitive Strengths” and “Business — Subcontractors” for more details.

In order to tender forgovernment contracts, a contractor is required to be on the appropriate list of approved contractors of the relevant government departments.If the capability, performance, tendering record or financial standing of a particular contractor is found to be unsatisfactory by thegovernment, or if a contractor’s failure to implement sufficient safety measures and procedures at work sites has resulted in anypersonal injuries or fatal accidents, the government may remove a contractor from such list or take other regulatory actions againstthe contractor such as revocation, suspension, extending probationary period, downgrading to probationary status, or demotion to a lowergroup in respect of all or any work category in which the contractor is listed. In the event of a withdrawal, revocation or downgrading,there would be a detrimental impact on our operations and prospects.

In addition, any changesor alterations in the licensing requirements and/or standards for admission into the list of approved contractors may require us to makenecessary corresponding adjustments to meet any new requirements and/or standards resulting from such changes, thus requiring us to incurextra costs.

Thecancellation of a significant number of contracts, our disqualification from bidding for new contracts, and the unpredictable timingof new contracts could have a material adverse effect on our business.

Wecould be prohibited from bidding on certain contracts if we fail to maintain the qualifications required by those entities. In addition,government contracts can typically be canceled at any time with our receiving payment only for the work completed. The cancellation ofan unfinished contract or our disqualification from the bidding process could result in lost revenues and cause our equipment to be idledfor a significant period until other comparable work becomes available. Additionally, the timing of project awards is unpredictable andoutside of our control. Project awards, including expansions of existing projects, often involve complex and lengthy negotiations andcompetitive bidding processes.

Wemay lose business to competitors that underbid us, and we may be unable to compete favorably in our highly competitive industry.

TheE&M market in HK SAR is deemed to be highly competitive due to a large amount of E&M service providers. In addition, some serviceproviders may possess longer operating history, better resources, stronger relationships with other industry stakeholders or a more reputedbrand name. Therefore, to capture potential business opportunities and develop relationships with customers, some market participantsmay adopt more aggressive pricing approaches, leading to downward market pricing pressure. As a result, an increase in competition maydecrease new project awards to us at acceptable profit margins. In addition, in the event of a downturn in private residential and commercialconstruction, the competition for available public government projects could intensify, which could materially and adversely impact ourfinancial condition, results of operations or liquidity.

Ourbusiness is subject to adverse weather conditions, which can adversely impact our business.

Ourconstruction operations may occur outdoors. As a result, adverse weather conditions can adversely affect our business operations througha decline in the demand for our construction/contracting services and alterations and delays in our construction/contracting schedules.In addition, adverse weather conditions such as extended rainy, cold weather and typhoons could render our contracting operations lessefficient resulting in under-utilization of crews and equipment and lower contract profitability.

Design-buildcontracts subject us to the risk of design errors and omissions.

Design-buildcontracts are used as a project delivery method that provides the owner with a single point of responsibility for both design and construction.Therefore, we can have the ability to assume design and engineering responsibilities. However, in the event of a design error or omissionthat causes damages, there is a risk we would not be able to absorb the full amount of the liability incurred despite having trial andomission insurance. In this case, we may be responsible for the liability, resulting in a potentially material adverse effect on ourfinancial position, results of operations, cash flows and liquidity.

Ourcontinued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.

Thesuccess of our business depends upon our ability to attract, train and retain qualified, reliable personnel, including, but not limitedto, our executive officers and key management personnel. Additionally, the successful operation of our business depends upon engineers,project management personnel, other employees and qualified subcontractors who possess the necessary and required experience and expertiseand who will perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnelis intense. As a result, it may be difficult to attract and retain qualified individuals with the requisite expertise and in the timeframedemanded by our clients. For example, in certain geographic areas, we may not be able to satisfy the demand for our services becauseof our inability to hire, train, and retain qualified personnel successfully. Also, it could be difficult to replace personnel who holdgovernment granted eligibility that may be required to obtain certain government projects and/or who have significant government contractexperience.

Assome of our executives and other key personnel approach retirement age, we must provide for smooth transitions, which may require thatwe devote time and resources to identify and integrate new personnel into vacant leadership roles and other key positions. If we areunable to attract and retain a sufficient number of skilled personnel or effectively implement appropriate succession plans, our abilityto pursue projects and our strategic plan may be adversely affected, the costs of executing both our existing and future projects mayincrease and our financial performance may decline.

Inaddition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. Forexample, the uncertainty of contract award timing can present difficulties matching our workforce size with our contracts. If an expectedcontract award is delayed or not received, we could incur costs resulting from excess staff or redundancy of facilities that could havea material adverse impact on our business, financial conditions and results of operations.

Wedepend on third parties for equipment and supplies essential to operate our business.

Werely on third parties to sell or lease equipment to us and provide us with supplies, including materials for installation such as air-conditioners,and other construction materials (such as cables, lighting fitting and generator set), necessary for our operations. We cannot assureyou that our favorable working relationships with our suppliers will continue in the future. In addition, there have historically beenperiods of supply shortages in our industry.

Theinability to purchase or lease necessary equipment for our operations could severely impact our business. For example, if we lose oursupply contracts and receive insufficient supplies from third parties to meet our customers’ needs, or if our suppliers experienceprice increases or disruptions to their business, such as labor disputes, supply shortages or distribution problems, our business, financialcondition, results of operations, liquidity and cash flows could be materially and adversely affected.

Failureof our subcontractors to perform as expected could have a negative impact on our results.

Onoccasion, we rely on third-party subcontractors to perform some of the work on many of our contracts, but we are ultimately responsiblefor the successful completion of their work. Although we seek to require bonding or other forms of guarantees from all of our subcontractors,we are not always able to obtain such bonds or guarantees. In situations where we are unable to obtain a bond or guarantee, we may beresponsible for the failures on the part of our subcontractors to perform as anticipated, resulting in a potentially adverse impact onour cash flows and liquidity. In addition, if the project’s total costs exceed our original estimates, we could experiencereduced profits or a loss for that project, which could have an adverse impact on our financial position, results of operations, cashflows, and liquidity.

Theconstruction services industry is highly schedule driven, and our failure to meet the schedule requirements of our contracts could adverselyaffect our reputation and/or expose us to financial liability.

Insome instances, including in the case of many of our fixed unit price contracts, we guarantee that we will complete a project by a certaindate. Any failure to meet contractual schedule or completion requirements set forth in our contracts could subject us to responsibilityfor costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages, liability for our customer’sactual costs arising out of our delay, reduced profits or a loss on that project, damage to our reputation and a material adverse impactto our financial position, results of operations, cash flows and liquidity.

Forcemajeure events, such as natural disasters and terrorists’ actions, and unexpected equipment failures could negatively impact ourbusiness, which may affect our financial condition, results of operations or cash flows.

Forcemajeure events, such as terrorist attacks or natural disasters, have impacted, and could continue to negatively impact, the economy andthe markets in which we operate. As an example, from time to time we face unexpected severe weather conditions, evacuation of personneland curtailment of services, increased labor and material costs or shortages, inability to deliver materials, equipment and personnelto work sites in accordance with contract schedules and loss of productivity. We seek to include language in our private client contractsthat grants us certain relief from force majeure events. We regularly review and attempt to mitigate force majeure events in both publicand private client contracts. However, the extra costs incurred as a result of these events may not be reimbursed by our clients, andwe remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a forcemajeure clause.

Theseforce majeure events may affect our operations or those of our customers or suppliers and could impact our revenues, our production capabilityand our ability to complete contracts in a timely manner.

Inabilityto obtain or maintain adequate insurance coverage could adversely affect our results of operations.

Aspart of our overall risk management strategy and pursuant to requirements to maintain specific coverage contained in our financing agreementsand a majority of our contracts, we have obtained and maintain insurance coverage. Although we have been able to obtain reasonably pricedinsurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future. For example,catastrophic events can result in decreased coverage limits, more limited coverage, and increased premium costs or deductibles. If weare unable to obtain adequate insurance coverage, we may not be able to procure certain contracts, which could materially adversely affectour financial position, results of operations, cash flows or liquidity.

Environmental,health and safety laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a materialadverse effect on our financial condition, results of operations and liquidity.

Ouroperations are subject to stringent and complex laws and regulations governing the discharge of materials into the environment, healthand safety aspects of our operations or otherwise relating to environmental protection. These laws and regulations may impose numerousobligations applicable to our operations, including: the acquisition of a permit or other approval before conducting regulated activities;the restriction of the types, quantities and concentration of materials that can be released into the environment; the limitation orprohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas; the application of specifichealth and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from ouroperations. Numerous government authorities have the power to enforce compliance with these laws and regulations and the permits issuedunder them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to complywith these laws and regulations may result in the assessment of sanctions, including administrative, civil, or criminal penalties,natural resource damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibitingsome or all of our operations. In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which maydelay or interrupt our operations and limit our growth and revenue.

Certainenvironmental laws impose strict liability (i.e., no showing of “fault” is required) or joint and several liability for costsrequired to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We maybe required to remediate contaminated properties currently or formerly owned or operated by us or third-party facilities that receivedwaste generated by our operations regardless of whether such contamination resulted from the conduct of others or from the consequencesof our own actions that were in compliance with all applicable laws at the time those actions were taken. Furthermore, the existenceof contamination at properties we own, lease or operate could result in increased operational costs or restrictions on our ability touse those properties as intended.

Incertain instances, citizen groups also have the ability to bring legal proceedings against us if we do not comply with environmentallaws or challenge our ability to receive environmental permits that we need to operate. In addition, claims for damages to persons orproperty, including natural resources, may result from our operations’ environmental, health, and safety impacts. Our insurancemay not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.Moreover, public interest in protecting the environment has increased dramatically in recent years. The trend of more expansive and stringentenvironmental legislation and regulations applied to our industry could continue, resulting in increased costs of doing business andconsequently affecting profitability.

Ouroperations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possiblelosses which may not be covered by insurance.

Operatinghazards inherent in our business, some of which may be outside our control, can cause personal injury and loss of life, damage to ordestruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the riskswe believe are consistent with industry practice, but this insurance may be inadequate or unavailable to cover all losses or liabilitieswe may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amountsare accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported.However, liabilities subject to insurance are difficult to estimate due to unknown factors, including the severity of an injury, thedetermination of our liability in proportion to other parties, the number of unreported incidents, and our safety programs’ effectiveness.If we were to experience insurance claims or costs above our estimates, we may be required to use working capital to satisfy these claimsrather than using working capital to maintain or expand our operations.

Wemay need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be ableto do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.

Ourongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness.To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investmentsor acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain suchadditional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and ouroperating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us. Furthermore, if globaleconomic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possiblethat our ability to draw upon credit facilities may be impacted. If adequate funds are not available, or are not available on acceptableterms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitivechallenges, resulting in loss of market share, each of which could have a material adverse impact on our financial position, resultsof operations, cash flows and liquidity.

Failureto maintain safe work sites could result in significant losses, which could materially affect our business and reputation.

Becauseour employees and others are often in close proximity with mechanized equipment, moving vehicles, chemical substances and dangerous manufacturingprocesses, our construction and maintenance sites are potentially dangerous workplaces. Therefore, safety is a primary focus of our businessand is critical to our reputation and performance. Many of our clients require that we meet certain safety criteria to be eligible tobid on contracts, and some of our contract fees or profits are subject to satisfying safety criteria. Unsafe work conditions can alsoincrease employee turnover, which increases project costs and our overall operating costs. If we fail to implement safety proceduresor implement ineffective safety procedures, our employees could be injured, and we could be exposed to investigations and possible litigation.Our failure to maintain adequate safety standards through our safety programs could also result in reduced profitability or the lossof projects or clients, and could have a material adverse impact on our financial position, results of operations, cash flows or liquidity.

Ourearnings are affected by the application of accounting standards and our critical accounting policies, which involve subjective judgmentsand estimates by our management. Our actual results could differ from the estimates and assumptions used to prepare our financial statements.

Theaccounting standards we use in preparing our financial statements are often complex and require that we make significant estimates andassumptions in interpreting and applying those standards. These estimates and assumptions affect the reported values of assets, liabilities,revenues and expenses, and the disclosure of contingent liabilities. We make critical estimates and assumptions involving accountingmatters, including our revenue recognition, accounts receivable including retainage, valuation of long-lived assets, and incometaxes. These estimates and assumptions involve mattersthat are inherently uncertain and require our subjective and complex judgments. If we used different estimates and assumptions or useddifferent ways to determine these estimates, our financial results could differ.

Ouractual business and financial results could differ from our estimates of such results, which could have a material negative impact onour financial condition and reported results of operations. See “Management’s Discussion and Analysis of Financial Conditionand Results of Operations—Critical Accounting Policies and Estimates.”

Thepercentage-of-completion method of accounting for contract revenues involves significant estimates that may result in material adjustments,which could result in a charge against our earnings.

Werecognize revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimatedcontract costs. The percentage-of-completion method (an input method) is the most representative depiction of our performance becauseit directly measures the value of the services or products transferred to the customer. Subcontractor materials, labor and equipmentincluded in revenue and cost of revenue when management believes that we are acting as a principal rather than as an agent (e.g., weintegrate the materials and labor into the deliverables promised to the customer or is otherwise primarily responsible for fulfillmentand acceptability of the materials and labor). In the contracts, other than the Original Contract Sum, there is a Variation Order Sum(provisional amounts) included in the same contract in which we are allowed to perform extra work or billed extra materials to fulfillthe contracts. We generally accounted for the performance obligation of this Variation Order together with the performance obligationof the original contract as a single deliverable (a single performance obligation). Pre-contract costs are expensed as incurred unlessthey are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred whenthey are an integrated part of the performance obligation being transferred to the customer.

Accountingfor our contract-related revenues and costs and other expenses requires management to make a variety of significant estimates and assumptions.Although we believe we have the experience and processes to formulate appropriate assumptions and produce reasonably dependable estimates,these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenuesand profit. Accordingly, such changes could have a material adverse effect on our financial position and results of operations.

Weare a holding company whose principal source of operating cash is the income received from our subsidiaries.

Weare dependent on the income generated by our subsidiaries in order to make distributions and dividends on the shares. The amount of distributionsand dividends, if any, which may be paid to us from our operating subsidiaries will depend on many factors, including such subsidiaries’results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governingany indebtedness, and other factors which may be outside our control. If our operating subsidiaries do not generate sufficient cash flow,we may be unable to make distributions and dividends on the shares.

Oursignificant shareholders have considerable influence over our corporate matters.

PuiLung Ho beneficially owns and controls 12,000,000 Ordinary Shares that correspond to 100%, respectively on a pre-Offering basis and 75%,respectively on a post-Offering basis of our issued and outstanding Ordinary Shares. Each of them, either collectively (which would aggregateinto a controlling interest in us pre-Offering) or individually, will hold considerable influence over corporate matters requiring shareholderapproval and will independently control the operations of the Company, including without limitation, electing directors and approvingmaterial mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influencecorporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions,which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell their shares at a premium overthe prevailing market price

Oursignificant shareholders may have potential conflicts of interest with us, which may materially and adversely affect our business andfinancial condition.

Becauseour significant shareholders have, either collectively or individually, considerable influence over our corporate matters, their interestsmay differ from the interests of our company as a whole. These shareholders could, for example, appoint directors and management withoutthe requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actionsmay materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potentialconflicts of interest between these shareholders and our company. If we cannot resolve any conflict of interest or dispute between usand the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertaintyas to the outcome of any such legal proceedings.

Ifwe fail to promote and maintain our brand effectively and cost-efficiently, our business and results of operations may be harmed.

Webelieve that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers.Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts andthe success of the channels we use to promote our services. Our future marketing efforts will likely require us to incur significantadditional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increasesin revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantialexpenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

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

Weregard our trademarks, copyrights, domain names, know-how, proprietary technologies and similar intellectual property as critical toour success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, inventionassignment and non-compete agreements with our employees and others to protect our proprietary rights. We own certain intellectual properties.See “Description of Property — Intellectual Property.” Despite these measures, any of our intellectual property rightscould be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide uswith competitive advantages. In addition, because of the rapid pace of technological change in our industry, parts of our business relyon technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologiesfrom these third parties on reasonable terms, or at all.

Itis often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subjectto judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation.Counterparties may breach confidentiality, invention assignment and non-compete agreements, and there may not be adequate remedies availableto us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce ourcontractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we takemay be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforceour intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources.We cannot assure that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become availableto, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property ownedby others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting orenforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

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

Wecannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,patents, copyrights, know-how or other intellectual property rights held by third parties, especially since we do not manage or controlthe intellectual property rights of any of our suppliers. We may be from time to time in the future subject to legal proceedings andclaims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights,know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business withoutour awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China,the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’stime and other resources from our business and operations to defend against these claims, regardless of their merits.

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

Wemay incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including the emergenceof an epidemic, pandemic, social unrest, terrorist attacks, or natural disasters.

Ourbusiness could be materially and adversely affected by catastrophic events or other business continuity problems, such as natural orman-made disasters, pandemics, social unrest, war, riots, terrorist attacks, or other public safety concerns. If we were to experiencea natural or man-made disaster, disruption due to social or political unrest, or disruption involving electronic communications or otherservices used by us or third parties with which we conduct business, the continuity of our operations will partially depend on the availabilityof our people and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing,and other related systems. A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electroniccommunications or other services used by us or third parties with whom we conduct business, or a disruption that directly affects ourbusiness exposure and operations in HK SAR, could have a material adverse impact on our ability to continue to operate our business withoutinterruption. Our business could also be adversely affected if our employees are affected by epidemics, pandemics, natural or man-madedisasters, disruptions due to social or political unrest or disruption involving electronic communications. In addition, our resultsof operations could be adversely affected to the extent that any epidemic or pandemic harms the Chinese or global economy in general.The incidence and severity of disasters, epidemics or pandemics or other business continuity problems are unpredictable, and our inabilityto timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputationalharm, or legal liability.

Inaddition, although the recent outbreak of COVID-19 has caused, and may continue to cause, companies in China and the rest of the world,including us and certain of our business partners, to implement temporary adjustment of work schedules and travel plans, mandating employeesto work from home and collaborate remotely. As a result, we may experience lower efficiency and productivity, internally and externally,which may adversely affect our service quality. Moreover, our business operations depend on our professional staff and the continuedservices of these individuals. If any of our employees is suspected of having contracted COVID-19, we may be required to apply quarantinesor suspend our operations. The extent to which this outbreak impacts our results of operations will depend on future developments, whichare highly uncertain and unpredictable, including new information which may emerge concerning the severity of this outbreak and futureactions we take, if any, to contain this outbreak or treat its impact, among others.

Giventhe rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce areconcentrated in China, we believe there is a risk that our business, results of operations, and financial condition will be adverselyaffected.

Theworld is experiencing a global pandemic of a novel strain of coronavirus (COVID-19) and its various strains. The pandemic has resultedin quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for most of the past two years.We believe there is a risk that our business, results of operations, and financial condition will be adversely affected by the continuedpandemic. Potential impact to our results of operations will also depend on future developments and new information that may emerge regardingthe duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19or mitigate its impact, almost all of which are beyond our control.

Theimpact of COVID-19 on our business, financial condition, and results of operations includes, but are not limited to, the following:

Becauseof the uncertainty surrounding the COVID-19 outbreak, the business disruption and the related financial impact related to the outbreakof and response to the coronavirus cannot be reasonably estimated at this time.

Webelieve that our current cash and cash equivalents, proceeds from additional equity and debt financing and our anticipated cash flowsfrom operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months.We may, however, need additional capital in the future to fund our continuing operations. The issuance and sale of additional equitywould further dilute our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result inoperating covenants that would restrict our operations. In addition, the COVID-19 outbreak was declared to be a pandemic by the WorldHealth Organization on March 10, 2020. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictionson travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 andactions taken to mitigate it are expected to continue to have an adverse impact on our planned operations. Such events could result inthe complete or partial closure of our offices or operations which could impact our operations. In addition, it could impact economiesand financial markets, resulting in an economic downturn that could impact our ability to raise capital or slow down potential businessopportunities. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Fluctuationsin exchange rates could have a material adverse effect on our results of operations and the price of the Ordinary Shares.

Ourrevenues and expenses will be denominated predominantly in Hong Kong dollars. The value of the Hong Kong dollar against the U.S. dollarmay fluctuate and may be affected by, among other things, changes in political and economic conditions. Although the exchange rate betweenthe Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain peggedto the U.S. dollar.

Anysignificant fluctuations in the exchange rates between Hong Kong dollars to U.S. dollars may have a material adverse effect on our revenuesand financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this offering into HongKong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverseeffect on the amounts we receive from the conversion. We have not used any forward contracts, futures, swaps or currency borrowings tohedge our exposure to foreign currency risk.

Increasesin labor costs and an ageing labor force may adversely affect our business and results of operations.

Inrecent years, the economy in HK SAR and globally has experienced general increases in inflation and labor costs. As a result, averagewages in HK SAR and certain other regions are expected to increase. In addition, we are required by HK SAR laws and regulations to payvarious statutory employee benefits, including mandatory provident fund to designated government agencies for the benefit of our employees.The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits. Thoseemployers who fail to make adequate payments may be subject to fines and other penalties. As a result, we expect that our labor costs,including wages and employee benefits, will continue to increase.

Accordingto the Census and Statistics Department of Hong Kong, most of the prices of raw materials and workers’ wages have moderately increasedover the past six years. In particular, the ageing workforce in the local construction industry has been one of the significant issuesand the market demand for experienced workers has remained strong. However, the shortage in skillful workers for both general and specialtrades in the construction may result in higher expenditure for fitting-out works service providers to retain high-caliber workers inorder to ensure timely delivery of fitting-out projects. As a result, recruiting a pool of sufficient labor force while maintaining thebusiness operations economically has become one of the market challenges for fitting-out works contractors.

Unlesswe are able to hire able and skilled workers and control our labor costs or pass on these increasing labor costs, our financial condition,and results of operations may be adversely affected.

Ourbusiness is susceptible to government policies and macroeconomic conditions.

Themarket growth of construction industry in Hong Kong highly correlates to government policies and macroeconomic environment. Particularly,during economic downturns, due to limited financial budgets, property developers and tenants are more conservative to invest capitalresources to renovate their living spaces and select high-end products, such as furniture and marbles imported from overseas. On theother hand, government policies, such as urban renewal and development program and land sales, may affect the availability of land forproperty

developersto construct and subsequently the demand for fitting-out works in HK SAR may deteriorate. In fact, according to Lands Department, thearea of land sales has dropped from approximately 342.6 thousand square meters in 2014 to approximately 149.6 thousand square metersin 2019. As a result, the issue of overreliance on government policies and cyclical nature of construction works may adversely impactthe development of fitting-out works market in HK SAR.

Wemay not be able to meet higher customers’ expectation.

Attributableto an increasing domestic household income, more people in HK SAR are willing to invest extra to pursue a better living environment andenhance their living standards. As a result, fitting-out service providers may confront with higher customers’ requirements asthey may prefer the application of high-quality building materials to create a decent aesthetic decoration around their living spaces.Moreover, as the cost of owning and renting a unit is relatively high in HK SAR, property owners and generally have higher demand forthe quality of fitting-out works. Thus, competent service providers are required to demonstrate a variety of capabilities, such as projectmanagement and craftsmanship, in order to meet the enhanced requirements from customers and outperform their competitors among this highlycompetitive market environment. If we are unable to meet such enhanced expectations, our business will be adversely affected.

Our financialstatements have been prepared on a going concern basis and we must raise additional capital beforehand to fund our operations in order tocontinue as a going concern. If we are unable to do so or on terms commercially acceptable to us and we are unable to improve our liquidityposition, we may be required to realize our assets and discharge our liabilities other than in the normal course of business which couldcause investors to suffer the loss of all or a substantial portion of their investment.

As of December 31, 2021and 2020, we had an accumulated deficit of $1,624,941 and $1,270,198, and working capital deficit of $518,589 and$894,295 respectively. As the Company has an accumulated deficit and has a working capital deficit, net cash outflowsfrom operating activities, our auditor, WWC, P.C. had raised substantial doubt about our ability to continue as going concern.

Managementplans to focus its resources on smaller scale engineering projects that generate sustainable positive profit margins. Additionally, theCompany plans to raise capital via private placement or public offering in the event that the Company does not have adequate liquidityto meet its current obligations. If we are unable to improve our liquidity position, we may not be able to continue as a going concern,and therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which couldcause investors to suffer the loss of all or a substantial portion of their investment

RisksRelated to Doing Business in Hong Kong SAR

Changesin political, social and economic policies in any of China, the U.S. or Europe may materially and adversely affect our business, financialcondition, results of operations and prospects.

Ourbusiness operations are primarily conducted in China. Accordingly, we are affected by the economic, political and legal environment inChina.

Inparticular, China’s economy differs from the economies of most developed countries in many respects, including the fact that it:

China’seconomy has been transitioning from a planned economy towards a more market-oriented economy. However, a substantial portion of productiveassets in China remain state-owned and the PRC government exercises a high degree of control over these assets. In addition, the PRCgovernment continues to play a significant role in regulating industrial development by imposing industrial policies. For the past threedecades, the PRC government has implemented economic reform measures to emphasize the utilization of market forces in economic development.

China’seconomy has grown significantly in recent years; however, there can be no assurance that such growth will continue. The PRC governmentexercises control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominatedobligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measuresbenefit the overall economy of China, but may also have a negative effect on our business. For example, our financial condition and resultsof operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicableto us. As such, our future success is, to some extent, dependent on the economic conditions in China, and any significant downturn inmarket conditions may materially and adversely affect our business prospects, financial condition, results of operations and prospects.

HKSAR and China’s legal systems are evolving and have inherent uncertainties that could limit the legal protection available to you.

We have virtually allof our operations in HK SAR. In fiscal year 2019, we generated 6% of our revenue from mainland China for referring sub-contractorsto a work site in mainland China. Since then, all our revenue has been generated in HK SAR. The HK SAR legal system embodies uncertaintieswhich could limit the legal protections available to you and us.

Asone of the conditions for the handover of the sovereignty of HK SAR to China, China had to accept some conditions such as HK SAR’sBasic Law before its return. The Basic Law ensured HK SAR will retain its own currency (the Hong Kong Dollar), legal system, parliamentarysystem and people’s rights and freedom for fifty years from 1997. This agreement had given HK SAR the freedom to function in ahigh degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but notlimited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continuesusing the English common law system.

Someinternational observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyedin HK SAR and the PRC’s pledge to allow a high degree of autonomy in HK SAR. They considered, for example, that the proposals inArticle 23 of the Basic Law in 2003 (which was withdrawn due to mass opposition) might have undermined autonomy. On June 10, 2014, Beijingreleased a new report asserting its authority over the territory. This ignited criticism from many people in HK SAR, who said that theCommunist leadership was reneging on its pledges to abide by the “one country, two systems” policy that allows for a democratic,autonomous HK SAR under Beijing’s rule.

Ifthe PRC were to, in fact, renege on its agreement to allow HK SAR to function autonomously, this could potentially impact HK SAR’scommon law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could,in turn, materially and adversely affect our business and operation. Additionally, intellectual property rights and confidentiality protectionsin HK SAR may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developmentsin the HK SAR legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof,or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, includingour ability to enforce our agreements with our customers.

Bycontrast, China’s legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in whichprior court decisions have limited value as precedents. Since 1979, the PRC government has promulgated laws and regulations governingeconomic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. However,China has not developed a fully integrated legal system. As a result, recently-enacted laws and regulations may not sufficiently coverall aspects of economic activities in China. In particular, because these laws and regulations are relatively new and the limited volumeof published cases and their non-binding nature, interpretation and enforcement of these newer laws and regulations involve greater uncertaintiesthan those in jurisdictions available to you. In addition, China’s legal system is based in part on government policies and administrativerules and many have retroactive effects. As a result, we cannot predict the effect of future developments in China’s legal system,including the promulgation of new laws, changes to existing laws, or the interpretation or enforcement thereof, or the pre-emption oflocal regulations by national laws.

Uncertaintiesin the interpretation and enforcement of Chinese laws and regulations, which could change at any time with little advance notice, couldlimit the legal protections available to us.

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, whichcould change at any time with little advance notice, are not always uniform and enforcement of these laws, regulations and rules involvesuncertainties.

Wemay have to resort to administrative and court proceedings to enforce our legal rights from time to time. However, since PRC administrativeand court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficultto evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legalsystems. Furthermore, the PRC legal system is based partly on government policies and internal rules (some of which are not publishedin a timely manner or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policiesand rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual,property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our abilityto continue our operations.

Wemay be subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply withapplicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.

Wemay become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicableto us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws andregulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and otheruser data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent amongdifferent jurisdictions.

Weexpect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintaininformation about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer,employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personalinformation. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequatesecurity measures to safeguard such information.

ThePRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibitsinstitutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtainedduring the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber SecurityLaw, which became effective on June 1, 2017.

Pursuantto the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may onlycollect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenancefor their products and services and shall comply with provisions regarding the protection of personal information as stipulated underthe relevant laws and regulations.

TheCivil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) providesmain legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including theCyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areasof data security and data protection.

ThePRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, includingthe Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection lawsand regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated CybersecurityReview Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical informationinfrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

InNovember 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law(“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirementson cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to governmentscrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension ofrelated business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. InApril 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity ReviewMeasures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructuremust pass a cybersecurity review when purchasing network products and services which do or may affect national security. On November14, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for Cybersecurity Reviewfor public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,”any “data processor” carrying out data processing activities that affect or may affect national security should also be subjectto cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevantactivities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen,leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, importantdata or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users mustnow apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal informationcould be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigatethe potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations willaffect us and our listing on Nasdaq. In the event that the Cyberspace Administration of China determines that we are subject to theseregulations, we may be subject to fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data SecurityLaw, which will take effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations forentities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegalmeans, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdensimposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could havean adverse impact on our business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurityreview and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timelyobtained, or at all.

Giventhat the new PRC Data Security Law has been enacted in September, we will not be subject to the cybersecurity review by the CAC for thisOffering, given that: (i) using our products and services do not require providing users’ personal information; (ii) we possessminimum amount, if not none of personal information in our business operations; (iii) data processed in our business does not have abearing on national security and thus may not be classified as core or important data by the authorities and (iv) our operations arein HK SAR, a Special Autonomous Region apart from mainland PRC. However, there remains uncertainty as to how the Draft Measures willbe interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, ordetailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementationand interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect ofsuch laws on us.

Wecannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance thatwe can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specificactions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or atall. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties,which could materially and adversely affect our business, financial condition, and results of operations.

We believe that we have been in compliancewith the data privacy and personal information requirements of the CAC. Neither the CAC nor any other PRC regulatory agency or administrationhas contacted the Company in

Therecent spate of government interference by the PRC government into business activities of U.S. listed Chinese companies may negativelyimpact our operations, value of our securities and/or significantly limit or completely hinder our ability to offer future securitiesto investors and cause the value of such securities to significantly decline or be worthless.

Recently,the Chinese government announced that it would step up supervision of Chinese firms listed offshore. Under the new measures, China willimprove regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulentsecurities issuance, market manipulation and insider trading. China will also check sources of funding for securities investment andcontrol leverage ratios. The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into severalU.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data SecurityLaw, how companies collect, store, process and transfer data. If we are subject to such a probe or if we are required to comply withstepped-up supervisory requirements, valuable time from our management and money may be expended in complying and/or responding to theprobe and requirements, thus diverting valuable resources and attention away from our operations. This may, in turn, negatively impactour operations.

Further,given the Chinese government’s significant oversight and discretion over the conduct of our business operations in HK SAR and China,the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operationsand consequently, the value of our Ordinary Shares. The Chinese government could also significantly limit or completely hinder our abilityto offer future securities to investors and cause the value of such securities to significantly decline or be worthless.

Itmay be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.

Shareholderclaims or regulatory investigation common in the United States are generally difficult to pursue as a matter of law or practicality inChina. For example, there are significant legal and other obstacles to providing information needed for regulatory investigations orlitigation initiated outside China in China. Although the authorities in China may establish a regulatory cooperation mechanism withthe securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperationwith the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperationmechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, nooverseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory ofthe PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for anoverseas securities regulator, such as the Department of Justice, the SEC, the PCAOB and other authorities, to directly conduct investigationor evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Ourprincipal business operation is conducted in HK SAR. In the event that the U.S. regulators carry out investigation on us and there isa need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry outsuch investigation or evidence collection directly in the PRC under the PRC laws. However, U.S. regulators may consider cross-bordercooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperationmechanism established with the securities regulatory authority of the PRC.

Failureto comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also causeus to lose customers or otherwise harm our business.

Ourbusiness may be subject to regulation by various governmental agencies in China, including agencies responsible for monitoring and enforcingcompliance with various legal obligations, such as value-added telecommunication laws and regulations, privacy and data protection-relatedlaws and regulations, intellectual property laws, employment and labor laws, workplace safety, environmental laws, consumer protectionlaws, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. Theseregulatory requirements may be more stringent in certain jurisdictions than in China. These laws and regulations may impose added costson our business. Noncompliance with applicable regulations or requirements could subject us to:

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

Additionally,companies in the technology industry have recently experienced increased regulatory scrutiny. Any reviews by regulatory agencies or legislaturesmay result in similar substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affectour business and results of operations.

Changesin social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our businesspractices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors couldnegatively affect our business and results of operations in material ways.

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

OurOrdinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors forthree consecutive years beginning in 2021. If the bill passed by the U.S. Senate on June 22, 2021 is passed by the U.S. House of Representativesand signed into law, this would reduce the number of consecutive non-inspection years required for triggering the prohibitions underthe Holding Foreign Companies Accountable Act from three years to two. The delisting of our shares, or the threat of their being delisted,may materially and adversely affect the value of your investment.

TheHolding Foreign Companies Accountable Act (“HFCA Act”) was enacted on December 18, 2020. The HFCA Act states if the SEC determinesthat a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOBfor three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securitiesexchange or in the over the counter trading market in the U.S.

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.

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.

OnDecember 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-IdentifiedIssuers”). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, iftrue, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendmentsalso require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, providecertain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the releaseprovides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securitiesof certain Commission-Identified Issuers, as required by the HFCAA.

TheSEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer willbe required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscalyear ended December 31, 2022.

OnDecember 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’sinability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or HongKong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC orHong Kong.

Ourauditor, WWC P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as anauditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess WWC P.C.’s compliance with applicable professional standards.WWC P.C. is headquartered in San Mateo, CA and has been inspected by the PCAOBon a regular basis, with the last inspection in November 2021. Therefore, we believe that, as of the date of this prospectus, our auditor is notsubject to the PCAOB determinations. However, given the recent developments, we cannot assure you whether Nasdaq or regulatory authoritieswould apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit proceduresand quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as itrelates to the audit of our financial statements.

TheSEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, onAugust 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investorsfrom Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement fiverecommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutorymandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendationswere more stringent than the HFCA Act. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommendedthat the transition period before a company would be delisted would end on January 1, 2022.

The SEC had announced that theSEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendationsin the PWG report. The implications of possible additional regulation in addition to the requirements of the HFCA Act and what was recentlyadopted on December 2, 2021 are uncertain. Such uncertainty could cause the market price of our ordinary shares to be materially andadversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlierthan would be required by the HFCA Act. If our Ordinary Shares are unable to be listed on another securities exchange by then,such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and therisk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares.

Therecent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S.House of Representatives, all call for additional and more stringent criteria to be applied to U.S.-listed companies with significantoperations in China. These developments could add uncertainties to our future offerings, business operations share price and reputation.

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

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

OnMay 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not ownedor controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor notsubject to PCAOB inspection. In addition, if the PCAOB is unable to inspect the company’s auditors for three consecutive years,the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representativesapproved the Holding Foreign Companies Accountable Act.

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

OnDecember 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-IdentifiedIssuers”). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, iftrue, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendmentsalso require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, providecertain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the releaseprovides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securitiesof certain Commission-Identified Issuers, as required by the HFCAA.

TheSEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer willbe required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscalyear ended December 31, 2022.

Theserecent developments could add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authoritieswould apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit proceduresand quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as itrelates to the audit of our financial statements.

Itremains unclear what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actionswill have on U.S. companies that have significant operations in China and have securities listed on a U.S. stock exchange (includinga national securities exchange or over-the-counter stock market). In addition, the March 2021 interim final amendments and any additionalactions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could createsome uncertainty for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we andour auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significantexpense and management time.

Asa result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharplydecreased in value and, in some cases, has become virtually worthless. In addition, many of these companies are now subject to shareholderlawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is unclear whateffect this sector-wide scrutiny, criticism, and negative publicity will have on us, our future offerings, business, and share price.If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expendsignificant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming anddistract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operationswill be severely affected and you could sustain a significant decline in the value of our shares.

Nasdaqmay apply additional and more stringent criteria forour continued listing.

NasdaqListing Rule 5101 provides Nasdaq with broad discretionary authorityover the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing,apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particularsecurities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securitieson Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteriafor initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listingor to apply additional and more stringent criteria in the instances, including but not limited to where the company engaged an auditorthat has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficientresources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small publicoffering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concernedthat an offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidityto support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market,including having no U.S. shareholders, operations, or members of the board of directors or management. For the any aforementioned concerns,we may be subject to the additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay oreven denial of our listing application for Purchaser Common Stock.

RisksRelated to Our Initial Public Offering and Ownership of Our Ordinary Shares

Wewill incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Uponcompletion of this Offering, we will become a public company in the United States. As a public company, we will incur significant legal,accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implementedby the Securities and Exchange Commission and the Nasdaq require significantly heightened corporate governance practicesfor public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costsand make many corporate activities more time-consuming and costly.

Wedo not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S.public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action,investors may lose confidence in us and the market price of our Ordinary Shares could decline.

Asa public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-OxleyAct of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq impose various requirementson the corporate governance practices of public companies. As a company with less than US$1.07 billion in net revenues for our last fiscalyear, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantageof specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in theassessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revisedaccounting standards until such time as those standards apply to private companies.

Weexpect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consumingand costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantialmanagement effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rulesand regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficultand expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverageor incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated withour public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directorsor as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and wecannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

Theobligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Uponcompletion of this Offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be requiredto file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our companyand shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not berequired to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential.This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S.laws that our competitors, mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increasesour expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

Weare a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. Asa result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at differenttimes, which may make it more difficult for you to evaluate our performance and prospects.

Weare a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the ExchangeAct, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domesticreporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not berequired to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will notbe required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profitdisclosure and recovery regime.

As a foreign private issuer, wewill also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groupsof investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraudand anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed onus as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the sameinformation about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are requiredto file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S.domestic issuers. As a British Virgin Islands company listed on the Nasdaq Capital Market, we are subject to the NasdaqCapital Market corporate governance listing standards. However, Nasdaq Capital Market rules permit a foreign private issuer likeus to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands,which is deemed our home country, may differ significantly from the Nasdaq Capital Market corporate governance listing standards.Although we do not currently plan to utilize the home country exemption for corporate governance matters, to the extent that we chooseto do so in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq Capital Marketcorporate governance listing standards applicable to U.S. domestic issuers. As a result, you may not be afforded the same protectionsor information, which would be made available to you, were you investing in a U.S. domestic issuer.

Weare an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growthcompanies will make our Ordinary Shares less attractive to investors.

Weare an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long aswe continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicableto other public companies that are not emerging growth companies, including not being required to comply with the auditor attestationrequirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodicreports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to fiveyears, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertibledebt in a three-year period, or if the market value of our shares held by non-affiliates exceeds $700 million as of any December 31 beforethat time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investorswill find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractiveas a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Underthe JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standardsapply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised accounting standards.Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growthcompanies.

Weare a “controlled company” defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the “controlledcompany” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not havethe same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Weexpect that our Chairman and Chief Executive Officer, Mr. Pui Lung Ho will own a majority of our ordinary shares following the Offeringand continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Stock Market Rules. Accordingly,we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under thatdefinition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

Asa result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements.

Althoughwe do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely onthis exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of ourboard of directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Sharesto look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements. Please see “Risk Factors –Our significant shareholders have considerable influence over our corporate matters.”

Therequirements of being a public company may strain our resources and divert management’s attention.

Asa public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the ExchangeAct, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicablesecurities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations willnonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increasedemand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires,among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

Asa result of disclosure of information in this prospectus and in filings required of a public company, our business and financial conditionwill become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigationor are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our managementand adversely affect our business, brand and reputation and results of operations.

Wealso expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director andofficer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularlyto serve on our audit committee and compensation committee, and qualified executive officers.

Themarket price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able toresell your shares at or above the initial public offering price.

Theinitial public offering price for our Ordinary Shares will be determined through negotiations between the Underwriter and us and mayvary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initialpublic offering, you may not be able to resell those Ordinary Shares at or above the initial public offering price. We cannot assureyou that our Ordinary Shares’ initial public offering price, or the market price following our initial public offering, will equalor exceed prices in privately negotiated transactions of our Ordinary Shares that have occurred from time to time prior to our initialpublic offering. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which arebeyond our control, including:

Inaddition, the trading price of our Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control.This may happen because of broad market and industry factors, akin to the performance and fluctuation of the market prices of other companieswith business operations located mainly in HK SAR or the People’s Republic of China that have listed their securities in the UnitedStates. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securitiesof some of these companies have experienced significant volatility, including price declines in connection with their initial publicofferings. The trading performances of these Chinese companies’ securities after their offerings may affect the perception andattitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performanceof our shares, regardless of our actual operating performance.

Futureissuances or sales, or perceived issuances or sales, of substantial amounts of Ordinary Shares in the public market could materiallyand adversely affect the prevailing market price of the Ordinary Shares and our ability to raise capital in the future.

Themarket price of our Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relatingto the shares in the public market, including by the Company’s substantial shareholders, or the issuance of new shares by the Company,or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares couldalso materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholderswill experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, thesefactors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. A few shareholders hold asignificant portion of our Ordinary Shares and these are “restricted securities” as defined in Rule 144. These Ordinary Sharesmay be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions underthe Securities Act.

Wehave broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

Tothe extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii)we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify withany certainty the particular uses of such net proceeds that we will receive from our initial public offering. Our management will havebroad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporatepurposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to applythese funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our initialpublic offering in a manner that does not produce income or that loses value.

Futurefinancing may cause a dilution in your shareholding or place restrictions on our operations.

Wemay need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations,acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securitiesof the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Companymay be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively,if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financingarrangements which may:

Theremay not be an active, liquid trading market for our Ordinary Shares.

Thereis no active trading market for our Ordinary Shares. An active trading market for our Ordinary Shares may not develop or be sustained.You may not be able to sell your Ordinary Shares at the market price, if at all, if trading in our Ordinary Shares is not active.

Youwill experience immediate and substantial dilution.

Theinitial public offering price of our Ordinary Shares is substantially higher than the pro forma net tangible book value per share ofour Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediatedilution of approximately $0.02 or approximately 25% in the pro forma net tangible book value per share from the priceper share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantialdilution of your investment. See “Dilution.”

Ourinternal controls over financial reporting may not be effective and our independent registered public accounting firm may not be ableto certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Priorto Offering, we are a private company with limited accounting personnel and other resources to address our internal controls and procedures.Accordingly, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that willallow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financialreporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered publicaccounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b)of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to report on ourinternal controls over financial reporting under Section 404.

Inorder to address and resolve the foregoing material weakness, we will implement measures designed to improve our internal control overfinancial reporting to remediate this material weakness, including hiring outside financial personnel with requisite training and experiencein the preparation of financial statements in compliance with applicable Securities and Exchange Commission requirements within six monthsfrom the completion of our offering. We have budgeted $500,000 from the offering proceeds to improve our internal controls.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in BritishVirgin Islands or HK SAR based on U.S. or other foreign laws against us, our management or the experts named in the prospectus

Althoughwe are a BVI incorporated company, we conduct substantially all of our operations in HK SAR and substantially all of our assets are locatedin HK SAR. In addition, a majority of our directors and executive officers reside within HK SAR, and most of the assets of these personsare located within HK SAR. As a result, it may be difficult for you to effect service of process within the United States upon us orthese individuals, or to bring an action against us or against these individuals in the United States in the event that you believe yourrights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of thiskind, the laws of the British Virgin Islands and of the HK SAR may render you unable to enforce a judgment against our assets or theassets of our directors and officers.

HKSAR is a Special Administrative Region of the People’s Republic of China. A foreign judgment can be registered and enforced inHK SAR either under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319) (the “Ordinance”) or at common law.Registration of a foreign judgment under the Ordinance can be made by an ex parte application with the local court but this avenue islimited to judgments entered in designated jurisdictions, which currently include: Australia, Austria, Belgium, Bermuda, Brunei, France,Germany, India, Israel, Italy, Malaysia, The Netherlands, New Zealand, and Singapore and Sri Lanka. An action to enforce a foreign judgmentat common law is a comparatively cumbersome process. It is in essence an independent suit in Hong Kong and the judgment creditor mustfollow normally applicable service procedures. Judgments entered in the United States and the United Kingdom can be enforced in HK SARonly at common law. To be eligible for common-law recognition, the judgment must (1) be for a definite sum of money; (2) be final andconclusive; and (3) have been entered by a court with competent jurisdiction over the defendant. With respect to finality, a HK SAR courtwill generally refrain from enforcing a judgment during the pendency of an appeal. This raises the possibility of undue delay and assetdissipation. With respect to the requirement of competent jurisdiction of the foreign judgment seeking to be enforced in HK SAR, it isgoverned by private international law as interpreted in HK SAR, not the law of the foreign forum. Jurisdiction can generally be assertedon the basis of the defendant’s physical presence in the foreign forum, appearance in the underlying legal proceeding or priorcontractual consent to jurisdiction. Under the common law and the Ordinance, only limited defenses on the grounds such as fraud, dueprocess and HK SAR public policy can be raised against a duly registered foreign judgment. There is no mechanism for reconsiderationof the merits of the underlying foreign litigation.

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

We are incorporated in the BritishVirgin Islands and conduct substantially all of our operations in HK SAR through our wholly-owned HK SAR subsidiary. Most of ourdirectors and substantially all of our executive officers reside outside the United States and a substantial portion of their assetsare located outside of the United States. As a result, it may be difficult for our shareholders to effect service on thesepersons or bring an action against us or against these individuals in the British Virgin Islands or in HK SAR in the event thatthey believe that their rights have been infringed under the securities laws of the United States or otherwise. Even if shareholdersare successful in bringing an action of this kind, the laws of the British Virgin Islands and HK SAR may render them unable toenforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the British VirginIslands of judgments obtained in the United States or HK SAR, although the courts of the British Virgin Islands will in certaincircumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Ourcorporate affairs will be governed by our Amended Memorandum and Articles, the BVI Act and the common law of the British Virgin Islands.The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilitiesof our directors under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands andby the BVI Act. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in theBritish Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the BritishVirgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law arenot as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular,the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware)have more fully developed and judicially interpreted bodies of corporate law. As a result of the foregoing, holders of our Ordinary Sharesmay have more difficulty in protecting their interests through actions against our management, directors or major shareholders than theywould as shareholders of a U.S. company and whose management, directors and/or major shareholders were also incorporated, resident, orotherwise established in a United States jurisdiction.

Amember of the Company is entitled, on giving written notice to the Company, to inspect (a) the memorandum and articles of associationof the Company; (b) the register of members; (c) the register of directors; and (d) the minutes of meetings and resolutions of membersand of those classes of members of which he is a member; and to make copies of or take extracts from the documents and records. Subjectto the memorandum and articles of association, the directors may, if they are satisfied that it would be contrary to the Company’sinterests to allow a member to inspect any document, or part of a document, specified in (b), (c) and (d) above, refuse to permit themember to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extractsfrom the records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a documentsubject to limitations, that member may apply to the BVI High Court for an order that he should be permitted to inspect the documentor to inspect the document without limitation. This may make it more difficult for you to obtain the information needed to establishany facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certaincorporate governance practices in the British Virgin Islands, which is our home country, differ significantly from requirements for companiesincorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect tocorporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulationsapplicable to U.S. domestic issuers.

Asa result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions takenby management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporatedin the United States. For a discussion of significant differences between the provisions the BVI Act and the laws applicable to companiesincorporated in the United States and their shareholders, see “DESCRIPTION OF ORDINARY SHARES - Material Differences in BVI Lawand our Memorandum and Articles of Association and Delaware Law”.

Asa result of the foregoing, our public shareholders may have more difficulty in protecting their interests through actions against us,our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in theUnited States.

We are a foreignprivate issuer within the meaning of the rules under the Securities Exchange Act of 1934 (the Exchange Act”), and as suchwe are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify asa foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations inthe United States that are applicable to U.S. domestic issuers, including:

Itmay be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directorsor officers in the British Virgin Islands.

Thereis no statutory enforcement in the British Virgin Islands of judgments obtained in the U.S., however, the courts of the British VirginIslands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be suedupon as a debt at common law so that no retrial of the issues would be necessary, provided that:

Weemploy a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mailaddressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Companyto be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization whichprovides registered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwardingaddress.

Wecould become a passive foreign investment company, orPFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our shares tosignificant adverse United States income tax consequences.

Wewill be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75%or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the averagequarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the productionof passive income (the “asset test”). In determining whether we are a PFIC, we are permitted to take into account theassets and income of Wang & Lee Contracting Limited because we own 100% of its stock. However, even if we take into account the assetsand income of Wang & Lee Contracting Limited, we may still be considered a PFIC in 2022 and possibly later years, depending on anumber of factors, including the composition of our income and assets, how quickly we use our liquid assets, including the cash raisedpursuant to this offering (if we determine not to, or are unable to, deploy significant amounts of cash for active purposes our riskof being a PFIC will substantially increase), the market price of our Ordinary Shares, and fluctuations in that price. Because thereare uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close ofeach taxable year, there can be no assurance that we will not be a PFIC for 2022 or any future taxable year. See the discussionof the PFIC rules under “TAXATION – United States Federal Income Taxation” below.

Ifwe are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on thesale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain ordistribution is treated as an “excess distribution” under the United States federal income tax rules. A U.S. holdermay also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holdsour Ordinary Shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding yearsduring which such U.S. holder holds our Ordinary Shares. See the discussion of the PFIC rules under “TAXATION – United StatesFederal Income Taxation” below.

Becausewe do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of the OrdinaryShares for return on your investment.

Wecurrently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the developmentand growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. See “Dividend Policy.”Therefore, you should not rely on an investment in the Ordinary Shares as a source for any future dividend income.

Ourboard of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolutiondeclare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subjectto certain restrictions under British Virgin Islands law and provided that in no circumstances may a dividend be paid if this would resultin our Company being unable to pay its debts as they fall due or having the value of the Company’s liabilities exceed the valueof the Company’s assets. Even if we decide to declare and pay dividends, the timing, amount and form of future dividends, if any,will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amountof distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemedrelevant by our board of directors. Accordingly, the return on your investment in the Ordinary Shares will likely depend entirely uponany future price appreciation of the Ordinary Shares. There is no guarantee that the Ordinary Shares will appreciate in value after thisoffering or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in theOrdinary Shares and you may even lose your entire investment in the Ordinary Shares.

Weare subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increasedboth our costs and the risk of non-compliance.

Weare subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, whichare charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolvingregulatory measures under applicable law, including the laws of the British Virgin Islands. Our efforts to comply with new and changinglaws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversionof management time and attention from revenue-generating activities to compliance activities.

Moreover,because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over timeas new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costsnecessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulationsand any subsequent changes, we may be subject to penalty and our business may be harmed.

USEOF PROCEEDS

We estimate that we will receivenet proceeds from the sale of Ordinary Shares of approximately up to $13,672,298, based upon an assumed Offering Price of $4.00per share, and after deducting estimated underwriting fees and commissions and estimated offering expenses.

Each $0.25 increase (decrease)in the assumed Offering Price of $4.00 per share would increase (decrease) the net proceeds to us from this Offering by $1,327,702,assuming the number of Ordinary Shares offered, as set forth on the cover page of this prospectus, remains the same, and after deductingestimated underwriting fees and commissions.

Theprimary purposes of this Offering are to create a public market for our Ordinary Shares for the benefit of all shareholders, retain talentedemployees by providing them with equity incentives and obtain additional capital.

Weintend to use the net proceeds of this Offering as follows:

Theprecise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market andbusiness conditions as well as particular opportunities that may arise from time to time. This expected use of our net proceeds fromthis Offering represents our intentions based upon our current plans and business conditions, which could change in the future as ourplans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerousfactors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business andmarket conditions are they develop. Accordingly, our management will have significant flexibility and broad discretion in applying thenet proceeds of the Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differentlythan as described in this prospectus.

Pendingany use of proceeds described above, we plan to invest the net proceeds from this Offering in short-term, interest-bearing, debt instrumentsor demand deposits.

Althoughwe may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complementour business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. Wecannot assure you that we will make any acquisitions or investments in the future.

DIVIDENDPOLICY

We currently intend to retainmost, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business.As a result, we do not expect to pay any cash dividends in the foreseeable future.

Theholders of our Ordinary Shares are entitled to dividends out of funds legally available when and as declared by our board of directors.Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should wedecide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receiptof dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiariesmay, from time to time, be subject to restrictions on their ability to make distributions to us, including as a result of restrictivecovenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatoryrestrictions. In the event of our liquidation, dissolution or winding up, holders of our Ordinary Shares are entitled to receive, ratably,the net assets available to shareholders after payment of all creditors.

Subjectto the BVI Act and our Amended Memorandum and Articles, our directors may, by resolution, declare dividends at a time and amount as theythink fit if they are satisfied, based on reasonable grounds, that, immediately after distribution of the dividend, the value of ourassets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further BVI law restriction onthe amount of funds which may be distributed by us by dividend, including all amounts paid by way of the subscription price for OrdinaryShares regardless of whether such amounts may be wholly or partially treated as share capital or share premium under certain accountingprinciples. Shareholder approval is not (except as otherwise provided in our Amended Memorandum and Articles) required to pay dividendsunder BVI law. In accordance with, and subject to, our Amended Memorandum and Articles, no dividend shall bear interest as against theCompany (except as otherwise provided in our Amended Memorandum and Articles).

Ifwe determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of fundsfrom our BVI subsidiary, WANG & LEE HOLDINGS, Inc. and our Hong Kong subsidiary, WANG & LEE CONTRACTING LIMITED. There are notaxes on dividend income in HK SAR and the British Virgin Islands.

EXCHANGERATE INFORMATION

Ourreporting currency is the Hong Kong dollars because our business is mainly conducted in HK SAR and most of our revenues are denominatedin Hong Kong dollars. This prospectus contains translations of Hong Kong dollars and Renminbi amounts into U.S. dollars at specific ratessolely for the convenience of the reader. The conversion of Hong Kong dollars into U.S. dollars is based on the exchange rates set forthin the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations fromHong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were made at a rate of HK$7.75 to US$1.00,the rates in effect as of [●], 2022.

Wemake no representation that any Hong Kong dollars or U.S. dollar amounts could have been, or could be, converted into U.S. dollars orHong Kong dollars, as the case may be, at any particular rate, the rates stated below, or at all. The Hong Kong dollar is freely convertibleinto other currencies (including U.S. dollar). Since October 7, 1983, the Hong Kong dollar has been officially linked to U.S. dollarat the rate of HK$7.80 to US$1.00. The link is supported by an agreement between Hong Kong’s three bank note-issuing banks andthe Hong Kong government pursuant to which bank notes issued by such banks are backed by certificates of indebtedness purchased by suchbanks from the Hong Kong Government Exchange Fund with U.S. dollar at the fixed exchange rate of HK$7.80 to US$1.00 and held as coverfor the bank notes issue. When bank notes are withdrawn from circulation, the issuing bank surrenders certificates of indebtedness tothe Hong Kong Government Exchange Fund and is paid the equivalent amount in U.S. dollars at the fixed rate of exchange. Hong Kong’sthree bank note-issuing banks are The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank and Bank of China (HongKong) Limited. In May 2005, the Hong Kong Monetary Authority broadened the link from the original rate of HK$7.80 per US$1.00 to a raterange of HK$7.75 to HK$7.85 per US$1.00. No assurance can be given that the Hong Kong government will maintain the link at HK$7.75 toHK$7.85 per US$1.00 or at all.

OnDecember 31, 2021, the exchange rate for Hong Kong dollars was HK$7.7996 to US$1.00.

Thefollowing tables set forth information concerning exchange rates between the Hong Kong dollar and the U.S. dollar for the periodsindicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectusor will use in the preparation of our periodic reports or any other information to be provided to you.

Source:Federal Reserve Statistical Release

Note:

Wemake no representation that any HK$ could have been, or could be, converted into U.S. dollars at any particular rate, or at all. We donot currently engage in currency hedging transactions.

SELECTEDHISTORICAL FINANCIAL AND OPERATING DATA

Thefollowing table presents our selected historical financial data for the periods presented and should be read in conjunction with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and the financial statement and notes thereto includedelsewhere in this prospectus.

The following selectedconsolidated financial and operating data for the fiscal years ended December 31, 2021 and 2020, and theconsolidated balance sheet data as of December 31, 2021 and 2020, have been derived from our consolidated financialstatements included elsewhere in this prospectus.

The followingtable presents our summary consolidated statements of income and comprehensive income for the fiscal years ended December 31, 2021and 2020.

CAPITALIZATION

Thefollowing table sets forth our capitalization as of December 31, 2021:

Youshould read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Useof Proceeds” and “Description of Ordinary Shares.” You should read this table in conjunction with our financial statementsand related notes appearing elsewhere in this prospectus and “Use of Proceeds” and “Description of Ordinary Shares.”

Asof December 31, 2021

DILUTION

Ifyou invest in our Ordinary Shares, your interest will be diluted to the extent of the difference between the Offering Price per OrdinaryShares and the pro forma net tangible book value per Ordinary Shares after the Offering. Our pro forma net tangible book value as ofDecember 31, 2021 was $(1,116,434), or $(0.09) per share. Our net tangible book value per share set forth belowrepresents our total tangible assets less total liabilities, divided by the number of shares of our share stock outstanding before theoffering. Our pro forma net tangible book value per share set forth below represents our total tangible assets (as adjusted to accountfor the net proceeds of the Offering) less total liabilities, divided by the number of shares of our share stock outstanding after theoffering (using the assumed Offering Price of $4 per Ordinary Share).

Dilutionresults from the fact that the per Ordinary Share Offering Price is substantially in excess of the net tangible book value per OrdinaryShares attributable to the existing shareholders for our presently outstanding Ordinary Shares. After giving effect to our issuance andsale of 4,000,000 Ordinary Shares in this Offering at an assumed Offering Price of $4.00 per share, and after deductingthe estimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of December31, 2021 would have been $1,116,434, or $0.09 per share. This represents an immediate increase in net tangible bookvalue to existing shareholders of $0.07 per share. The Offering Price per share will significantly exceed the net tangible bookvalue per share. Accordingly, new investors who purchase shares in this Offering will suffer an immediate dilution of their investmentof $3.15 per share. The following table illustrates this per share dilution to the new investors purchasing shares in this Offering:

A$1.00 increase (decrease) in the assumed Offering Price of $4.00 per share would increase (decrease) the pro forma net tangiblebook value by $3,680,000, the pro forma net tangible book value per share after this Offering by $1.08 per share and thedilution in pro forma net tangible book value per share to investors in this Offering by $2.92 per share, assuming that the numberof Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimatedunderwriting fees and commissions and offering expenses payable by us.

Thefollowing chart illustrates our pro forma proportionate ownership, upon completion of this Offering by present shareholders and investorsin this Offering, compared to the relative amounts paid by each. The charts reflect payment by present shareholders as of the date theconsideration was received and by investors in this Offering at the assumed Offering Price without deduction of commissions or expenses.The charts further assume no changes in net tangible book value other than those resulting from the Offering.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF

FINANCIALCONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensedconsolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this registrationstatement. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.GAAP”). In addition, our financial statements and the financial information included in this registration statement reflect ourorganizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Thissection contains forward-looking statements. These forward-looking statements are subject to various factors, risks and uncertaintiesthat could cause actual results to differ materially from those reflected in these forward-looking statements. Further, as a result ofthese factors, risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks and uncertainties include,but are not limited to, those discussed in the section entitled “Business,” “Risk Factors” and elsewhere in thisregistration statement. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’sbeliefs and opinions as of the date of this registration statement. We are not obligated to publicly update or revise any forward lookingstatements, whether as a result of new information, future events or otherwise. See “Cautionary Note Regarding Forward-LookingStatements.”

Overview

Weare a British Virgin Islands company incorporated on May 20, 2021, as a holding company of our business, which is primarily operatedthrough our indirectly wholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED.

We are, through our indirectlywholly-owned HK SAR subsidiary, WANG & LEE CONTRACTING LIMITED, a construction contractor engaging in Electrical & MechanicalSystem (“E&M”), includes low voltage (220v/phase 1 or 380v/phase 3) electrical system, mechanical ventilation and air-conditioningsystem, fire service system, water supply and sewage disposal system installation and fitting out for the public and private sectors.WANG & LEE CONTRACTING LIMITED has mainly undertaken projects that are related to the supply, installation and maintenanceof the following systems:

WANG & LEE CONTRACTINGLIMITED is also able to provide design and contracting services to all trades in the construction industry. Our clients range fromsmall startups to large companies.

All of WANG & LEE CONTRACTINGLIMITED’s projects for fiscal years 2020 and 2019 were predominantly in the private sector. WANG & LEE CONTRACTING LIMITEDprovides a wide range of large site construction services to private construction customers, including commercial and residential developersand local businesses. Its recent projects include two well-known theme parks in HK SAR – Ocean Park and Hong Kong Disneyland,where it carried out various low voltage electrical work for the theme parks, such as installation of emergency power supply system,lighting, etc. WANG & LEE CONTRACTING LIMITED competes for private construction projects primarily on the basis of the breadthof our service capabilities and our reputation for quality. We believe WANG & LEE CONTRACTING LIMITED is well-positioned tocapitalize on the strong momentum in commercial and residential private construction sectors driven by population and economic expansionin HK SAR.

WANG & LEE CONTRACTINGLIMITED’s primary market is in the E&M market in HKSAR (“market” or “local market”) which,in turn is broken down into low voltage electrical system, MVAC, fire services, plumbing and fitting out works. Supported by its localmarket presence and knowledge, as well as scale advantages attributable to its vertical integration, geographic reach and strongfinancial profile, we believe we are a significant player in each of E&M markets in HK SAR that we serve. For all but thevery largest projects, WANG & LEE CONTRACTING LIMITED competes primarily against HK SAR firms that have similar qualificationsand experience. By virtue of this locally driven competitive dynamic, competition in our industry is characterized by relative marketshare, which we define as the percentage of jobs we win in a local market compared to the jobs we bid in a local market. We average abid/win rate of 28-43% compared to the highest average bid/win rate of one of our competitors of 48% (Source: https://www.emsd.gov.hk/minisites/voice/en/special_issue2015/p2.html)

GOINGCONCERN

As of December 31, 2020, wehad an accumulated deficit of US$1,270,198, and working capital deficit of US$894,295. These circumstances gave rise to substantialdoubt that we would continue as a going concern subsequent to December 31, 2020.

As of December 31, 2021, wehad an accumulated deficit of US$1,624,941, and working capital deficit of US$518,589 and its net cash used in operating activities forthe year ended December 31, 2021 was US$482,801; accordingly,as of the date of this report, there still exist substantial doubt that we will continue as going concern. Management plans to focusits resources on smaller scale engineering projects that generate sustainable positive profit margins. Although the cash turnover andrevenue generated from smaller scale engineering projects may not be as large as large-scale engineering projects, the turnover for smallerscale projects averages 27 days compared to 43 days for and large-scale engineering projects. The higher cash liquidity generated fromsmaller scale engineering projects helps us manage our day-to-day operation needs and makes up any deficiency from cash being tied upwith larger scale projects. This strategy has helped improved our working capital since 2019.

Additionally, the Company plansto raise capital via private placement or public offering (which includes this offering) in the event that the Company does nothave adequate liquidity to meet its current obligations.

Theaccompanying audited consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplatesthe realization of assets and the satisfaction of liabilities in the normal course of business. These audited consolidated financialstatements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities thatmight be necessary should the Company be unable to continue as a going concern.

HowWe Assess Performance of Our Business

Revenues

Wederive our revenues predominantly by providing construction and contracting services for both public and private projects, with an emphasison electrical, air-conditioning installation and ventilation, plumbing and fire service projects. Our projects represent a mix of governmentand private customers. Revenues derived from projects are recognized on the percentage-of-completion basis, measured by the relationshipof total cost incurred to total estimated contract costs.

GrossProfit

Grossprofit represents revenues less contracts costs. Contract costs consist of all direct and indirect costs on construction contracts, includingmaterials, labor, equipment costs, subcontract costs and other expenses. Our contract costs are directly affected by fluctuations inprices of materials especially if we were to undertake procurement responsibilities as well. We have sought to limit our exposure tofluctuations in material prices by entering into preferred pricing contracts with some of our suppliers.

Depreciationand Amortization

Wecarry plant and equipment on our balance sheet at cost, net of accumulated depreciation and amortization. Depreciation on plant and equipmentare computed on a straight-line basis over the estimated useful life of the asset. Amortization expense is the periodic expense relatedto leasehold improvements. Leasehold improvements are amortized over the lesser of the life of the underlying asset or the remaininglease term.

Generaland Administrative Expenses

Generaland administrative expenses consist primarily of salaries and personnel costs for our administration, accounting, legal, informationsystems, human resources and certain managerial employees. Additional expenses include audit, consulting and professional fees, travel,insurance, office space rental costs and other corporate and overhead expenses.

InterestExpense, net

Interestexpense, net primarily represents interest incurred on the bank loans, line of credit and partly for loan from a related party, Sau LeeShirley Kam, who is a family member of a director of the Company.

Critical Accounting Policies and Estimates

Thepreparation of the financial statements in conformity with accounting principles generally acceptedin the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financialstatements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using thebest information available when the calculations are made; however, actual results could differ materially from those estimates.

Theestimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the periodin which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if therevision affects both current and future periods.

Thefollowing are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reportingperiod, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within thenext financial year.

Estimated outcome E&M servicesengineering contracts and contract assets

Werecognize revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimatedcontract costs. The percentage-of-completion method (an input method) is the most representative depiction of our performance becauseit directly measures the value of the services or products transferred to the customer. Subcontractor materials, labor and equipmentincluded in revenue and cost of revenue when management believes that we are acting as a principal rather than as an agent (e.g., weintegrate the materials and labor into the deliverables promised to the customer or is otherwise primarily responsible for fulfillmentand acceptability of the materials and labor). In the contracts, other than the Original Contract Sum, there is a Variation Order Sum(provisional amounts) included in the same contract in which we are allowed to performance extra work or billed extra materials in orderto fulfil the contracts. We generally accounted for the performance obligation of this Variation Order together with the performanceobligation of the original contract as a single deliverable (a single performance obligation). Pre-contract costs are expensed as incurredunless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurredwhen they are an integrated part of the performance obligation being transferred to the customer.

Themanagement’s estimate of revenue and the completion status of contract works requires significant judgement and has a significantimpact on the amount and timing of revenue recognized. The E&M services engineering works performed by us would also be certifiedby the customers or external surveyors periodically according to the construction contracts. We regularly review and revise the estimationof contract revenue prepared for each contract as the contract progresses based on the internal contract progress reports.

Impairment assessment of trade receivablesand contract assets

Themanagement estimates the amount of lifetime ECL of trade receivables and contract assets based on provision matrix through grouping ofvarious debtors that have similar credit risk characteristics based on nature and industry of debtors. Internal credit rating has beengiven to each category of debtors after considering aging, historical observed default rates, repayment history and past due status ofrespective trade receivables. Estimated loss rates are based on probability of default and loss given default with reference to an externalcredit report and are adjusted for forward-looking information that is reasonable and supportable available without undue cost or effort.In addition, trade receivables and contract assets that are credit-impaired are assessed for ECL individually. The credit loss allowanceamount of the credit-impaired trade receivables and contract assets is measured as the difference between the asset’s carryingamount and the present value of estimated future cash flows with the consideration of expected future credit losses. At every reportingdate, the historical observed default rates are reassessed and changes in the forward-looking information are considered.

Exchange rates

This prospectus contains translationsof certain HK$ amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. The relevant exchange ratesare listed below:

OtherKey Performance Indicators

AdjustedEBITDA and Adjusted EBITDA Margin

AdjustedEBITDA represents net income before interest expense, net, provision (benefit) for income taxes, and depreciation and amortization. AdjustedEBITDA Margin represents Adjusted EBITDA as a percentage of revenues for each period. These metrics are supplemental measures of ouroperating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered asan alternative to net income, or any other performance measure derived in accordance with GAAP as an indicator of our operating performance.We present Adjusted EBITDA and Adjusted EBITDA Margin as management uses these measures as key performance indicators, and we believethey are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These measureshave limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reportedunder GAAP.

Ourcalculation of Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similarly named measures reported by other companies.Potential differences between our measure of Adjusted EBITDA compared to other similar companies’ measures of Adjusted EBITDA mayinclude differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

Thefollowing table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, toAdjusted EBITDA, and the calculation of Adjusted EBITDA Margin for each of the periods presented.

Reconciliation To GAAP Information