424B5 1 ea0303716-424b5_mint.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5)

File No. 333-296027

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 19, 2026)

Mint Incorporation Limited

1,400,000 Class A ordinary shares

Pre-Funded Warrants to Purchase up to 1,100,000 Class A ordinary shares

Up to 1,100,000 Class A ordinary shares issuable upon exercise of Pre-Funded Warrants

Mint Incorporation Limited, or Mint, is a holding company incorporated in the British Virgin Islands (“BVI”), has entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of August 27, 2026, between the Company and the purchasers identified on the signature pages thereto (the “Purchasers”), relating to an offering (the “Offering”) of an aggregate of (i) 1,400,000 Class A Ordinary Shares, with no par value per share (the “Shares”) of the Company and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 1,100,000 Class A Ordinary Shares (such shares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”)), offered by this prospectus supplement and the accompanying prospectus. The purchase price of each Share is US$1.00. The purchase price of each Pre-Funded Warrant is US$0.999, which equals the price per Share being sold to the public in this offering, minus an exercise price of US$0.001 per warrant share. We are offering Pre-Funded Warrants to each purchaser whose purchase of our ordinary shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately following consummation of this offering, if such purchaser so elects. The Pre-Funded Warrants will be exercisable immediately after issuance and from time to time, in whole or in part, at an exercise price equal to US$0.001 per warrant share, and will expire when exercised in full. The Shares are being offered in a registered direct offering. We expect to deliver the Shares to the Purchasers on or about August 28, 2026, subject to customary closing conditions. As of the date of this prospectus supplement, the Pre-Funded Warrants have been fully exercised.

We have retained Maxim Group LLC (the “Placement Agent”) as our exclusive placement agent in connection with this offering. The Placement Agent is not purchasing or selling any of the Shares offered pursuant to this prospectus supplement and the accompanying prospectus, nor is the Placement Agent required to arrange the purchase or sale of any specific number or dollar amount of Shares, but has agreed to use its reasonable best efforts to arrange for the sale of all of the Shares offered hereby. We will pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received by the Company from the sale of the Shares in this offering. We will pay all of the expenses incident to the registration, offering and sale of the Shares, the Pre-Funded Warrants under this prospectus supplement and the accompanying base prospectus. See “Plan of Distribution” beginning on page S-25 of this prospectus supplement for more information regarding these arrangements.

Investing in our securities involves a high degree of risk. You should carefully read and consider the “Risk Factors” section of this prospectus, and risk factors set forth in our Annual report on Form 20-F for the fiscal year ended March 31, 2026, filed with the SEC on August 14, 2026 (the “2026 Annual Report”), in other reports incorporated herein by reference, and in the applicable prospectus supplement before you make your investment decision.

Our Class A ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “MIMI.” On August 26, 2026, the last reported sale price of our Class A Ordinary Shares on Nasdaq was US$1.80 per share. Effective May 6, 2026, the Company implemented a 1-for-10 share consolidation (“Reverse Stock Split”) of its Class A Ordinary Shares and Class B Ordinary Shares, which was approved by the Company’s board of directors on March 31, 2026. The Class A Ordinary Shares and Class B Ordinary Shares presented herein are on a post-Reverse Stock Split basis, unless otherwise indicated. During the year immediately prior to the date of this prospectus supplement, the high and low closing prices of our Class A Ordinary Shares on the Nasdaq Capital Market were US$107.50 and US$1.58 per Class A Ordinary Share, respectively, in each case as adjusted to reflect the Reverse Stock Split. We have recently experienced price volatility in our share price. See “Risk Factors - Risks Relating to our Class A Ordinary Shares and this Offering - We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Share, and could result in substantial losses to you” on page 43 of the accompanying prospectus.

The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of the date of this prospectus supplement, was approximately US$36,567,549.92, which was calculated based on 12,353,902 Class A Ordinary Shares held by non-affiliates and the per share price of US$2.96, which was the highest closing price of our Class A Ordinary Shares on Nasdaq on July 13, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our Class A Ordinary Shares in any 12-month period, so long as the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities during the period pursuant to General Instruction I.B.5 of Form F-3.

Unless otherwise specified in an applicable prospectus supplement, our share purchase contracts, share purchase units, warrants, debt securities, rights, and units will not be listed on any securities or stock exchange or on any automated dealer quotation system.

Mint Incorporation Limited, or Mint, is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company with no material operations of its own, Mint conducts its operations through its subsidiaries and through joint venture entities, in each case held through three direct wholly owned BVI intermediate holding companies, CKL Holding Limited (“CKL Holding”), Axonex AI Limited (formerly known as Aspiration Group Limited, “Axonex AI”) and Aspiration X Limited (“Aspiration X”) (collectively, the “Intermediate Holding Companies”). CKL Holding wholly owns (i) Matter International Limited (“Matter International”), formerly known as Matter Interiors Limited, a company incorporated in Hong Kong and Mint’s principal interior design and fit-out operating subsidiary; (ii) Grand Engineering and Construction Limited (“Grand Engineering”), a company incorporated in Hong Kong engaged in the provision of building works and related construction services in Hong Kong; and (iii) Spark Interiors Limited (“Spark Interiors”), a company incorporated in Hong Kong engaged in the provision of interior design and fit-out services with a focus on residential customers. Axonex AI wholly owns (a) Axonex Intelligence Limited (“Axonex Intelligence HK”), a company incorporated in Hong Kong engaged in the provision of smart facility management solutions integrating robotics, IoT and AI technologies for enterprises, real estate operators, shopping centers and government agencies in Hong Kong and across the Asia Pacific region, which in turn wholly owns Axonex Automation Limited (“Axonex Automation”), a company incorporated in Hong Kong that has not commenced business and in respect of which the contemplated joint venture arrangement was not consummated and the parties have mutually agreed to discontinue; and (b) Axonex Intelligence Pte. Ltd. (“Axonex Intelligence Singapore”), a private company limited by shares incorporated in Singapore engaged in software and application development. Axonex AI also holds (1) a 60% equity interest in Axonex Robotics Limited (“Axonex Robotics”), a company incorporated in Hong Kong engaged in robotics design; and (2) a 25% equity interest in YAS Robotics Limited (“YAS JV”), a private company limited by shares incorporated in Hong Kong focused on the development, marketing and distribution of robotics and AI-related insurance products. Aspiration X holds a 54% equity interest in Rice Robotics AGI Holding Limited (“Rice JV”), a company incorporated in the BVI and focused on the development and sale of the next generation of AI companion robots, and Rice JV wholly owns Rice Robotics (Hong Kong) Limited, a company incorporated in Hong Kong, Rice Robotics K.K., a company incorporated in Japan, and Rice AI Holding Limited, a company incorporated in the BVI. Matter International, Grand Engineering, Spark Interiors, Axonex Intelligence HK, Axonex Intelligence Singapore, Rice JV and Axonex Robotics are referred to collectively as the “Operating Subsidiaries,” and Axonex Robotics, Rice JV and YAS JV are referred to collectively as the “Joint Venture Entities.”

Substantially all of our operations are conducted by our Operating Subsidiaries in Hong Kong. Our Operating Subsidiaries also conduct limited operations in Singapore and Japan, which to date have not been material to our business or results of operations. We are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong. We are subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, or in the event that we or our Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, or no longer be permitted to continue business operations as presently conducted. These actions could result in a material change in our operations and/or the value of the securities we are offering, including that it could cause the value of such securities to significantly decline or become worthless.

We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Supplement Summary — Recent Regulatory Development in the PRC.” Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiaries’ daily business operations, their ability to accept foreign investments and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.

On February 17, 2023, the CSRC issued the Notice on Filing Arrangements for Overseas Securities Offering and Listing by Domestic Companies, stating that the CSRC has published the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (collectively, the “Trial Administrative Measures”). Among others, the Trial Administrative Measures provide that PRC domestic companies seeking to offer and list securities (which, for the purposes of the Trial Administrative Measures, are defined thereunder as equity shares, depository receipts, corporate bonds convertible to equity shares, and other equity securities that are offered and listed overseas, either directly or indirectly, by PRC domestic companies) in overseas markets, either via direct or indirect means, must file with the CSRC within three working days after their application for an overseas listing is submitted. The Trial Administrative Measures came into effect on March 31, 2023. As advised by China Commercial Law Firm, our PRC counsel, we are not subject to the Trial Administrative Measures because: (1) we and our Operating Subsidiaries were established and operate in Hong Kong, Singapore, and Japan, none of which is not within the definition of a “domestic company” for the purposes of the Trial Administrative Measures; (2) we do not own any Mainland China entity and have not entered into any contractual arrangement to establish a variable interest entity structure with any entity in Mainland China; and (3) businesses conducted by our Operating Subsidiaries are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. However, given that the Trial Administrative Measures were introduced recently, and that there remain substantial uncertainties surrounding the enforcement thereof, we cannot assure you that, if required, we would be able to complete the filings and/or fully comply with the relevant new rules on a timely basis, if at all. If we are unable to obtain such approvals, if required in the future, or inadvertently conclude that such approvals are not required, then the value of our Class A Ordinary Shares may depreciate significantly or become worthless.

Furthermore, as more stringent standards have been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) recently, our securities may be prohibited from trading if our auditor cannot be fully inspected by the PCAOB. Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”) enacted in 2020, if the auditor of a U.S. listed company’s financial statements is not subject to the PCAOB inspections for three consecutive “non-inspection” years, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as NYSE and Nasdaq, or in U.S. over-the-counter markets. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022 as part of an omnibus spending bill and amends the HFCAA to require the SEC to prohibit an issuer’s securities from trading on U.S. stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive “non-inspection” years instead of three and thus, reduces the time before our securities may be prohibited from trading or delisted. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) Mainland China of the People’s Republic of China because of a position taken by one or more authorities in Mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms that are subject to these determinations. Our auditor, WWC, P.C., is a firm headquartered in California and registered with the PCAOB, and is subject to PCAOB inspections, with the last inspection in December 2025. As of the date of this prospectus supplement, our auditor is not subject to the PCAOB’s December 2021 Determination Report and is not subject to the trading prohibitions of the HFCAA.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of accounting firms based in Mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong. On December 15, 2022, the PCAOB made a statement announcing that it was able, in 2022, to inspect and investigate completely issuer audit engagements of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong, and as a result, the PCAOB vacated its previous 2021 Determination Report. However, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate our auditor because of a position taken by an authority in a foreign jurisdiction, then such a lack of inspection could cause trading in our securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist our securities. See “Item 3. Key Information — 3.D. Risk Factors — Risks Relating to our Class A Ordinary Shares — Our Class A Ordinary Shares may be delisted or prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors” in our 2026 Annual Report. In addition, we cannot assure you that Nasdaq or other regulatory agencies will not apply additional or more stringent requirements to us. Such uncertainty could cause the market price of the Ordinary Shares to be materially and adversely affected.

Mint Incorporation Limited is a holding company with no material operations of its own and conducts its operations through its Operating Subsidiaries. Mint may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur, and to pay our operating expenses. Cash is generally transferred within our group as follows: funds may be transferred from Mint to our Intermediate Holding Companies, and in turn to their respective Operating Subsidiaries, as capital contributions or intercompany loans; and dividends or other distributions may be paid by our Operating Subsidiaries to Mint through our Intermediate Holding Companies. There is no restriction under the BVI Act on the amount of funding Mint may provide to its subsidiaries by way of loan or capital contribution, provided the provision of funds is in Mint’s best interests and of commercial benefit to it, and our Hong Kong Operating Subsidiaries may fund Mint by dividend or payment without limitation as to amount, subject to the solvency and distributable profits requirements of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). We have not adopted any cash management policies or procedures as of the date of this prospectus supplement. To date, all transfers within our group have been made as intercompany loans or for the payment of expenses, and not as dividends or distributions. From April 1, 2026 to the date of this prospectus supplement, (a) Mint transferred approximately HK$13,000,000 (US$1,666,667) to Matter International for repayment of intercompany balance, HK$4,500,000 (US$576,923) to Axonex Intelligence HK for intercompany loan; (b) Grand Engineering transferred approximately HK$200,000 (US$25,641.03) to Mint for repayment of intercompany loan; (c) Grand Engineering transferred approximately HK$621,816 (US$79,720) to Matter International for repayment of intercompany loan; (d) Axonex Intelligence HK transferred approximately HK$23,300 (US$2,987) to Axonex Automation for settlement of expense paid; (e) Axonex Intelligence HK transferred approximately HK$215,048 (US$27,570) to Axonex Intelligence Pte. Ltd for settlement of expense paid; and (f) Axonex Intelligence HK transferred approximately HK$1,900 (US$244) to Axonex Robotics for settlement of expense paid. During the fiscal year ended March 31, 2026, (a) Mint transferred approximately HK$3,000,000 (US$384,615.38) to Matter International for repayment of intercompany balance, HK$5,000,000 (US$641,025.64) to Axonex Intelligence HK for intercompany loan, and HK$200,000 (US$25,641.03) to Grand Engineering for intercompany loan; (b) Matter International transferred approximately HK$20,000 (US$2,564.10) to Mint for operating expenses; (c) Axonex Intelligence HK transferred approximately HK$51,239.44 (US$6,569.16) to Matter International for settlement of expense paid; and (d) Matter International transferred approximately HK$600,000 (US$76,923.08) to Grand Engineering for initial operating expense. During the fiscal year ended March 31, 2025, (i) Mint transferred approximately HK$24,000,000 to Matter International for payment of expenses; and (ii) Matter International transferred approximately HK$790,000 to Mint for expenses related to our initial public offering.

Neither Mint nor any of our Operating Subsidiaries has declared or paid any dividend or made any other distribution to its shareholders during the fiscal years ended March 31, 2024, 2025 or 2026 or through the date of this prospectus supplement, and we do not intend to declare or pay dividends on our Class A Ordinary Shares in the foreseeable future. See “Item 3. Key Information — Transfers of Cash to and from Our Subsidiaries” in our 2026 Annual Report, which is incorporated by reference in this prospectus supplement.

The Company received a written notification on December 19, 2025, from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC, stating that the Company’s failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). The Company had been granted an 180-day extension until June 17, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement. On March 31, 2026, the Board of Directors of the Company approved a consolidation of the Company’s shares, at a ratio of ten (10) to one (1) share (the “Reverse Stock Split”). The Reverse Share Split primarily served as a mechanism to regain compliance with the Minimum Bid Price Requirement. Our Class A Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, on May 6, 2026, under the existing ticker symbol “MIMI.” On May 20, 2026, we received a formal notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share.

We are an “emerging growth company” as defined under federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” on page S-8 of the accompanying prospectus for additional information.

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

	Per Ordinary Share		Per Pre-Funded Warrant		Total (assuming all Pre-Funded Warrants are exercised) ⁽²⁾
Public offering price	$	1.00	$	0.999	$	2,500,000
Placement Agent fees⁽¹⁾	$	0.07	$	0.0699	$	175,000
Proceeds to us, before expenses	$	0.93	$	0.9291	$	2,325,000

(1)	We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds received by us from the sale of the securities in this offering. This table does not include certain expenses of the Placement Agent that we have agreed to reimburse, as described below.

(2)

Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution” beginning on page S-25 of this prospectus supplement.

We expect that delivery of the Shares being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or August 28, 2026, subject to customary closing conditions.

Sole Placement Agent

Maxim Group LLC

The date of this prospectus supplement is August 27, 2026

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
COMMONLY USED DEFINED TERMS		S-iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-vi
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-17
RISK FACTORS		S-18
CAPITALIZATION AND INDEBTNESS		S-21
DILUTION		S-22
USE OF PROCEEDS		S-23
DESCRIPTION OF SECURITIES WE ARE OFFERING		S-23
PLAN OF DISTRIBUTION		S-25
LEGAL MATTERS		S-28
EXPERTS		S-28
INTERESTS OF EXPERTS AND COUNSEL		S-28
INCORPORATION OF DOCUMENTS BY REFERENCE		S-29
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-30

TABLE OF CONTENTS

PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		ii
COMMONLY USED DEFINED TERMS		iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		v
PROSPECTUS SUMMARY		1
RISK FACTORS		22
CAPITALIZATION AND INDEBTNESS		53
DILUTION		53
USE OF PROCEEDS		53
DESCRIPTION OF ORDINARY SHARES		54
DESCRIPTION OF WARRANTS		63
DESCRIPTION OF DEBT SECURITIES		65
DESCRIPTION OF UNITS		73
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		73
DESCRIPTION OF RIGHTS		74
PLAN OF DISTRIBUTION		75
TAXATION		76
EXPENSES		76
MATERIAL CONTRACTS		76
MATERIAL CHANGES		76
LEGAL MATTERS		77
EXPERTS		77
INTERESTS OF EXPERTS AND COUNSEL		77
ENFORCEABILITY OF CIVIL LIABILITIES		78
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		79
WHERE YOU CAN FIND ADDITIONAL INFORMATION		80

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a supplement to the accompanying base prospectus that is also a part of this document. This prospectus supplement and the accompanying base prospectus, dated May 19, 2026, are part of a registration statement on Form F-3 (File No. 333-296027) that we filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time in one or more offerings the securities described in the accompanying base prospectus. This prospectus supplement relates to the offer and sale of (i) 1,400,000 Shares of the Company and (ii) Pre-Funded Warrants to purchase an aggregate of up to 1,100,000 Pre-Funded Warrant Shares.

This document is in two parts. The first part is this prospectus supplement, which describes the securities we are offering and the terms of the offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into the accompanying base prospectus. The second part is the accompanying base prospectus, which provides more general information, some of which may not apply to the securities offered by this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying base prospectus, or any document incorporated by reference therein, on the other hand, you should rely on the information in this prospectus supplement. We urge you to carefully read this prospectus supplement and the accompanying base prospectus and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the heading “Where You Can Find Additional Information,” before buying any of the securities being offered.

You should rely only on the information that we have provided or incorporated by reference in this prospectus supplement and the accompanying base prospectus and any related free writing prospectus that we may authorize to be provided to you. We have not, and the Placement Agent has not, authorized anyone to provide you with different information. No other dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement and the accompanying base prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus supplement is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus supplement and the accompanying base prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and the accompanying base prospectus or any related free writing prospectus, or any sale of a security.

This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”

S-ii

COMMONLY USED DEFINED TERMS

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

●

“Amended and Restated Memorandum and Articles of Association” refers to the Third Amended and Restated Memorandum and Articles of Mint Incorporation Limited, adopted by resolution of directors passed on August 24, 2026 and filed with the Registry of Corporate Affairs of the BVI on August 25, 2026;

●

“Axonex AI” refers to Axonex AI Limited (former name: Aspiration Group Limited), a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary of Mint and serves as the intermediate holding company for Axonex Intelligence HK and Axonex Intelligence Singapore;

●

“Aspiration X” refers to Aspiration X Limited, a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary of Mint;

●

“Axonex Automation” refers to Axonex Automation Limited, a company incorporated in Hong Kong with limited liability on March 3, 2026 and has not yet commenced business;

●

“Axonex Intelligence HK” refers to Axonex Intelligence Limited, a company incorporated in Hong Kong with limited liability on January 10, 2025;

●

“Axonex Intelligence Singapore” refers to Axonex Intelligence Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore on October 24, 2025;

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“Axonex Robotics” refers to Axonex Robotics Limited, a company incorporated in Hong Kong with limited liability on October 30, 2025 and a 60%-owned joint venture entity of Mint;

●

“BVI” refers to the British Virgin Islands;

●

“BVI Act” refers to the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands;

●

“China” or “PRC” refer to the People’s Republic of China, excluding, for purposes of this prospectus, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China, and Taiwan;

●

“CKL Holding” refers to CKL Holding Limited, a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary of Mint and serves as the intermediate holding company for Matter International, Grand Engineering, and Spark Interiors;

●

“Class A Ordinary Shares” refers to the Class A ordinary shares of Mint, with no par value, each carrying one vote per share;

S-iii

●

“Class B Ordinary Shares” refers to the Class B ordinary shares of Mint, with no par value, each carrying twenty (20) votes per share;

●

“Company,” “Our Company” or “Mint” refers to Mint Incorporation Limited, a BVI business company incorporated under the laws of the British Virgin Islands with limited liability;

●

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

●

“Grand Engineering” refers to Grand Engineering and Construction Limited, a company incorporated in Hong Kong with limited liability on February 10, 2025, which is an indirect wholly-owned subsidiary of Mint through CKL Holding;

●

“HK$” or “Hong Kong dollars” refer to Hong Kong dollars, the lawful currency of Hong Kong;

●

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

●

“Interior Design and Fit-Out Subsidiaries” refers collectively to Grand Engineering and Construction Limited, Matter International Limited, and Spark Interiors Limited;

●

“Intermediate Holding Companies” refers to our direct wholly-owned subsidiaries that hold our Operating Subsidiaries, being, as of the date of this prospectus, CKL Holding Limited, Axonex AI Limited, and Aspiration X Limited, each incorporated in the British Virgin Islands;

●

“Joint Venture Entities” refers to Axonex Robotics Limited, YAS JV, and Rice JV, collectively the partially owned joint venture entities of the Group;

●

“Matter International” refers to Matter International Limited (formerly known as Matter Interiors Limited), a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Mint through CKL Holding;

●

“Mainland China” refers to the People’s Republic of China, excluding Taiwan, the Hong Kong Special Administrative Region of the People’s Republic of China, and the Macao Special Administrative Region of the People’s Republic of China;

●

“Operating Subsidiaries” refers to the operating subsidiaries of Mint and the joint venture entities over which Mint has control in which Mint holds, directly or indirectly, a majority voting interest, namely, Matter International, Grand Engineering, Spark Interiors, Axonex Intelligence HK, Axonex Intelligence Singapore, Rice JV, and Axonex Robotics, collectively;

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●

“Ordinary Shares” refers to the Class A Ordinary Shares and the Class B Ordinary Shares, collectively;

●

“Rice JV” refers to Rice Robotics AGI Holding Limited, a company incorporated in the British Virgin Islands and a joint venture entity co-owned with Rice Robotics Holdings Limited;

●

“Robotics and AI Subsidiaries” refers collectively to Axonex Intelligence Limited, Axonex Intelligence Pte. Ltd., Axonex Automation Limited, Axonex Robotics Limited, and Rice Robotics AGI Holding Limited, being the subsidiaries of the Company engaged in robotics and artificial intelligence activities;

●

“SEC” or “Commission” refer to the U.S. Securities and Exchange Commission;

●

“Securities Act” refers to the U.S. Securities Act of 1933, as amended;

●

“Spark Interiors” refers to Spark Interiors Limited, a company incorporated in Hong Kong with limited liability on December 23, 2025, which is an indirect wholly-owned subsidiary of Mint through CKL Holding;

●

“US$,” “USD” or “U.S. dollars” refer to United States dollars, the lawful currency of the United States;

●

“we,” “us,” “our,” “our Group,” and “the Group” refer to Mint Incorporation Limited and its subsidiaries, taken as a whole, except where the context otherwise requires; and

●

“YAS JV” refer to YAS Robotics Limited, a company incorporated in Hong Kong and a joint venture entity co-owned with YAS Digital Group Limited.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein contain forward-looking statements that involve risks and uncertainties, including statements based on our current or then current expectations, intent, belief, assumptions, estimates and projections about us and our industry. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “could,” “should,” “would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “predict,” “project,” “target,” “seek,” “potential,” “continue,” “is/are likely to” or other similar expressions. These risks and uncertainties include factors relating to, among others:

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future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

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our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

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current and future economic and political conditions;

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our expectations regarding demand for and market acceptance of our subsidiaries’ services;

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our expectations regarding the expansion of our subsidiaries’ customer base;

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our subsidiaries’ relationships with their business partners;

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competition in our industries;

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relevant government policies and regulations relating to our industries;

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our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

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ability to managing our growth effectively;

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our capital requirements and our ability to raise any additional financing which we may require;

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our subsidiaries’ ability to protect their intellectual property rights and secure the right to use other intellectual property that they deem to be essential or desirable to the conduct of their business;

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the dependence on our senior management and key employees;

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our ability to hire and retain qualified management personnel and key employees in order to develop our subsidiaries’ business;

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overall industry and market performance; and

●

other assumptions described in this prospectus underlying or relating to any forward-looking statements.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as representations or warranties by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully consider the risks and uncertainties described under “Risk Factors” in this prospectus supplement and the accompanying base prospectus, and under “Item 3. Key Information — 3.D. Risk Factors” in our 2026 Annual Report. Forward-looking statements speak only as of the date they are made, and except as required by applicable law, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

You should read this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PROSPECTUS SUPPLEMENT SUMMARY

Business Overview

Mint Incorporation Limited is a holding company incorporated in the British Virgin Islands on October 18, 2023, and does not conduct any operations of its own. Investors in this offering are purchasing Class A Ordinary Shares of Mint Incorporation Limited, a British Virgin Islands holding company, and not equity interests in any of our Operating Subsidiaries. Through our Operating Subsidiaries and Joint Venture Entities, we conduct two principal lines of business: (i) interior design and fit-out services, and (ii) artificial intelligence, robotics, and technology solutions.

Since mid-2025, the Group has been executing a strategic transition to position itself as a multi-sectoral enterprise that applies AI, robotics, and IoT technologies to facility management, automation, and consumer robotics applications. This expansion has been pursued through a combination of newly established wholly owned subsidiaries, joint ventures with technology and robotics partners, and product development initiatives. Sale of robotic products represented approximately 16.78% of our total revenue for the fiscal year ended March 31, 2026. These business lines remain at an early stage of commercialization and have a limited operating history.

Our principal executive office is located at 17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan, Kowloon, Hong Kong, and our telephone number is: +852 2866-1663. We maintain a website at https://mimintinc.com/. Information contained on, or accessible through, our website is not incorporated by reference into, and does not form part of, this prospectus supplement or the accompanying base prospectus.

Corporate History and Structure

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

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Mint Incorporation Limited was incorporated on October 18, 2023, as a BVI business company with limited liability under the laws of the British Virgin Islands. The Company is a holding company and does not conduct active business operations directly; its business is carried on through its subsidiaries.

CKL Holding Limited was incorporated on October 27, 2023, as a BVI business company with limited liability. CKL is a wholly owned subsidiary of the Company and serves as an intermediate investment holding company with no active operations of its own.

Matter International Limited (formerly known as Matter Interiors Limited) was formed on November 16, 2018, as a limited company under the laws of Hong Kong. It is the Group’s principal interior design and fit-out operating subsidiary and is held indirectly through CKL. On September 15, 2025, Matter Interiors Limited changed its name to Matter International Limited.

Axonex AI Limited (formerly known as Aspiration Group Limited) was incorporated on March 5, 2025, as a BVI business company with limited liability. It serves as an intermediate investment holding company within the Group’s structure and has no active operations of its own.

Grand Engineering and Construction Limited was incorporated on February 10, 2025, as a limited company under the laws of Hong Kong. It was transferred into the Group as an indirect wholly owned subsidiary through CKL on August 7, 2025, for administrative purposes and nominal consideration. Grand Engineering is engaged in the provision of building works and related construction services in Hong Kong.

Axonex Intelligence Limited was incorporated on January 10, 2025, as a limited company under the laws of Hong Kong under the name Smartland Capital Limited. It was transferred into the Group as an indirect wholly owned subsidiary through Aspiration Group on August 7, 2025, for administrative purposes and nominal consideration, and was renamed Axonex Intelligence Limited on August 6, 2025. Axonex Intelligence is engaged in the provision of smart facility management solutions integrating robotics, IoT, and AI technologies, serving enterprises, real estate operators, shopping centers, and government agencies in Hong Kong and across the Asia Pacific region.

Aspiration X Limited was incorporated on October 3, 2025, as a BVI business company with limited liability. It serves as an intermediate investment holding company and is the vehicle through which the Group pursues its robotics and physical AI partnerships.

Axonex Robotics Limited was incorporated on October 30, 2025, as a limited company under the laws of Hong Kong. The Company indirectly holds 60% of its issued share capital, with the remaining 40% held by AIMO (HK) Limited, an independent Hong Kong-based robotics company. Axonex Robotics is engaged in robotics design.

Axonex Intelligence Pte. Ltd. was incorporated on October 24, 2025, as a private company limited by shares under the laws of Singapore. It is an indirect wholly owned subsidiary of the Company and is engaged in software and application development.

Spark Interiors Limited was incorporated on December 23, 2025, as a limited company under the laws of Hong Kong. It is an indirect wholly owned subsidiary of the Company through CKL and is engaged in the provision of interior design and fit-out services with a focus on residential customers.

Axonex Automation Limited was incorporated on March 3, 2026 under the laws of Hong Kong. It is not engaging in any active operation as of the date of this prospectus supplement.

Rice Robotics AGI Holding Limited, a joint venture co-owned with Rice Robotics Holdings Limited, was incorporated on May 20, 2026 under the laws of the British Virgin Islands. Rice Robotics AGI Holding Limited mainly focuses on the development and sales of the next generation of AI companion robots.

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YAS Robotics Limited was incorporated on September 28, 2022 under the laws of Hong Kong as a wholly-owned subsidiary of YAS Digital Group Limited (“YAS”). On June 9, 2026, Aspiration X Limited, our wholly-owned subsidiary, entered into a joint venture agreement with YAS Digital in respect of YAS Robotics (the “YAS JV Agreement”). Pursuant to the YAS JV Agreement, YAS transferred 25% of the issued and outstanding shares of YAS Robotics to Aspiration X Limited on June 29, 2026, following which YAS Robotics became a joint venture in which we hold a 25% equity interest and YAS holds the remaining 75%. YAS Robotics focuses principally on the development, marketing, and distribution of robotics and AI-related insurance products.

Recent Developments

Initial Public Offering

On January 8, 2025, Mint Incorporation Limited, a British Virgin Islands company (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Benjamin Securities, Inc., as the representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment initial public offering (the “IPO”) an aggregate of 1,750,000 Class A Ordinary Shares at an offering price of US$4.00 per share. The Company received US$8.05 million in gross proceeds from the IPO and the full exercise of the Over-Allotment Option, before deducting underwriting discounts and other estimated expenses payable by the Company.

Over-allotment Option Exercise

Subsequent to the IPO, on January 10, 2025, the Underwriters exercised the Over-Allotment Option in full to purchase an additional 262,500 Class A Ordinary Shares. On January 13, 2025, the Company closed the IPO and the Over-Allotment Option.

The 2025 Stock Incentive Plan

In March 2025, the Company adopted the 2025 Stock Incentive Plan (the “2025 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2025 Incentive Plan, we are authorized to issue an aggregate of 2,400,000 Class A Ordinary Shares. As of the date of this prospectus supplement, the Company issued a total of 2,400,000 Class A Ordinary Shares of the Company under the Company’s 2025 Incentive Plan to consultants of the Company as compensation for their continued service in the Company.

Nasdaq Listing Rule 5550(a)(2) Deficiency

The Company received a written notification on December 19, 2025 from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00 per share for at least 30 consecutive business days (the “Minimum Bid Requirement”). The Company was granted a 180-day compliance period, through June 17, 2026, to regain compliance with the Minimum Bid Price Requirement. On May 20, 2026, we received a formal notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share.

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Reverse Stock Split

The Company received a written notification from Nasdaq on December 19, 2025, notifying us that we are not in compliance with the Minimum Bid Price Requirement. To regain compliance, our Class A Ordinary Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days by June 17, 2026. In the event the Company does not regain compliance by June 17, 2026, we are eligible for an additional 180 calendar day period to regain compliance with the Minimum Bid Price Requirement. On March 31, 2026, the Board of Directors of the Company approved a reverse stock split of all of the Company’s issued and unissued shares, including the Class A Ordinary Shares with no par value and Class B Ordinary Shares with no par value, at an exchange ratio of one (1) share for ten (10) shares (the “Reverse Stock Split”). The Reverse Share Split primarily served as a mechanism to regain compliance with the Minimum Bid Price Requirement. Our Class A Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, on May 6, 2026, under the existing ticker symbol “MIMI.” On May 20, 2026, we received a formal notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share.

Change of Directors and Management

On June 11, 2025, Mr. Ving Lung Ma notified the Company of his resignation as an independent director, the chair of the Audit Committee and a member of the Nominating Committee and the Compensation Committee, effective June 11, 2025.

On June 13, 2025, Mr. Ka Wai (Taniel) Wong was appointed as an independent director, the chair of the Audit Committee and a member of the Nominating Committee and the Compensation Committee, effective June 13, 2025.

On January 23, 2026, Mr. Cheong Shing Ku notified the Company of his resignation as the Chairman of the Board of the Company, effective January 26, 2026. Mr. Ku continues to serve as a director of the Company.

On January 26, 2026, Mr. Hoi Lung Chan was appointed as the Chairman of the Board of the Company, effective January 26, 2026.

On January 26, 2026, Mr. Xunze (Tyler) Xiu was appointed as an independent director, a member of the Audit Committee, Nominating Committee and the Compensation Committee, effective January 26, 2026.

On April 30, 2026, Ms. Lo Chanii Kam notified the Company of her decision to resign from her position as an independent director, and as the Chair of the Compensation Committee of the board, and a member of the Audit Committee and the Nominating Committee, effective May 31, 2026, in order to pursue other business commitments. On May 18, 2026, the Board accepted and approved Ms. Kam’s resignation.

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Recent Business Developments

Formation of JV with AIMO (HK) Limited

On October 30, 2025, Axonex Intelligence Limited, a wholly-owned subsidiary of the Company, formed a joint venture, Axonex Robotics Limited, with AIMO (HK) Limited (“AIMO”), a company incorporated in Hong Kong and engages in robotics design. Axonex Robotics Limited, which was incorporated in Hong Kong, is owned 60% by the Company and 40% by AIMO. The Company’s Chief Executive Officer and Chairman of the Board, Mr. Hoi Lung Chan, serves as the sole director of Axonex Robotics Limited.

Formation of JV with Synergy Technology Group Limited

On March 2, 2026, Axonex Intelligence Limited, a wholly-owned subsidiary of the Company, entered into a joint venture agreement (the “STG JV Agreement”) with Synergy Technology Group Limited, a company organized under the laws of Hong Kong (“Synergy”) to establish a joint venture company to be named “Axonex Automation Limited” as a private limited company under the laws of Hong Kong. Axonex Automation Limited focuses on the commercialization and overseas expansion of digital twin and drone flight control technologies. Pursuant to the STG JV Agreement, Axonex Automation Limited is expected to be owned 80% by Axonex Intelligence Limited and 20% by Synergy. The joint venture did not commence active commercial operations, and the parties have mutually agreed to discontinue it.

Formation of JV with Rice Robotics Holdings Limited

On May 22, 2026, Aspiration X and Rice Robotics Holdings Limited (“Rice Robotics”) entered into a joint venture agreement (the “Rice JV Agreement”), pursuant to which the parties agreed to form and operate a joint venture through a private limited company incorporated under the laws of the British Virgin Islands to be named “Rice Robotics AGI Holding Limited”. Rice Robotics AGI Holding Limited is owned as to 87.5% by Aspiration X and/or its nominee(s) and 12.5% by Rice Robotics. The board of directors of Rice Robotics AGI Holding Limited will consist of four members, of whom two will be nominated by Aspiration X and two will be nominated by Rice Robotics. Rice Robotics AGI Holding Limited will focus on the development and sales of the next generation of AI companion robots, or as may be expanded or changed by Rice Robotics AGI Holding Limited from time to time in accordance with the Rice JV Agreement.

Formation of JV with YAS Digital Group Limited

On June 9, 2026, the Company and YAS Digital Group Limited (“YAS”) entered into a joint venture agreement (the “YAS JV Agreement”), pursuant to which the parties agreed to form and operate a joint venture named “YAS Robotics Limited,” a private company limited by shares incorporated in Hong Kong (“YAS Robotics” or the “YAS Joint Venture”). The YAS Joint Venture focuses on the development, marketing, and distribution of robotics and AI-related insurance products. The YAS Joint Venture is owned as to seventy-five percent (75%) by YAS and twenty-five percent (25%) by the Company. The Company completed a capital contribution of US$1,000,000 to the formation of the Joint Venture on December 15, 2025. The board of directors of the YAS Joint Venture will consist of up to three directors, of whom two will be nominated by YAS and one will be nominated by the Company. YAS will be responsible for the daily management and operations of the YAS Joint Venture.

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Transfers of Cash to and from Our Subsidiaries

Mint has no operations of its own. It conducts its operations through our Operating Subsidiaries. Mint may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Cash is usually transferred through our Group in the following manner: (i) funds may be transferred from Mint, our holding company incorporated in the BVI, to our Intermediate Holding Companies, and further to their respective Operating Subsidiaries, in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating Subsidiaries to Mint through our Intermediate Holding Companies. If Mint intends to distribute dividends to its shareholders, it will depend on payment of dividends from the Operating Subsidiaries to Mint through our Intermediate Holding Companies in accordance with the applicable laws and regulations of the relevant jurisdictions, and the dividends will be distributed by Mint to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

There is no restriction under the BVI Act on the amount of funding that Mint may provide to its subsidiaries through loans or capital contributions, provided that such provision of funds is in the best interests of, and of commercial benefit to, Mint. Our Operating Subsidiaries incorporated in Hong Kong are also permitted under the laws of Hong Kong to provide funding to Mint through dividend distributions or payments without restrictions on the amount of the funds.

We can distribute accumulated and realized profits (so far as not previously utilized by distribution or capitalization) available for distribution less their accumulated loss (to the extent that they have not been previously written off in a reduction or reorganization of capital) by dividends from our Operating Subsidiaries incorporated in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Act and our currently in effect Third Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolutions of directors, authorize and declare a dividend to shareholders from time to time and of an amount they deem fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of our assets will exceed our liabilities, and Mint will be able to satisfy our debts as they fall due in the ordinary course of business. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company incorporated in Hong Kong may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus supplement.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

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Furthermore, as of the date of this prospectus supplement, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies or the remittance of currencies out of Hong Kong, nor is there any restriction under the laws of Hong Kong on the use of foreign exchange to transfer cash between Mint and our Hong Kong Operating Subsidiaries, across borders and to U.S. investors, nor are there any restrictions or limitations under the laws of Hong Kong on the distribution of earnings from our business and subsidiaries, to Mint and U.S. investors or on the payment of and amounts owed. The laws and regulations of Mainland China do not currently have any impact on our ability to transfer cash or assets among Mint, our Intermediate Holding Companies and our Operating Subsidiaries, or to investors in the United States. However, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are held in Hong Kong or by a Hong Kong entity (such as our Operating Subsidiaries incorporated in Hong Kong), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to intervention by the PRC government in, or the imposition by the PRC government of, restrictions and limitations on the ability of Mint, our Intermediate Holding Companies or our Operating Subsidiaries to transfer cash or assets. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on the ability of Mint, our Intermediate Holding Companies, or the Operating Subsidiaries to transfer or distribute cash within our Group, which could result in an inability of or prohibition on making transfers or distributions to entities outside of Hong Kong. Any limitation, if imposed in the future, on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. For a more detailed discussion of how cash is transferred within our organization, see “Item 3. Key Information — 3.D. Risk Factors — Risks Relating to Our Corporate Structure — We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, to the extent funds or assets in the business are in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Operating Subsidiaries by the PRC government to transfer cash or assets. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.” in our 2026 Annual Report.

For the fiscal years ended March 31, 2024, 2025 and 2026, and through the date of this prospectus supplement, the only cash flows and transfers of assets between Mint and its Operating Subsidiaries, and among the subsidiaries, were as follows:

There were no such cash flows or transfers of assets during the fiscal year ended March 31, 2024.

During the fiscal year ended March 31, 2025:

	(i)	Mint transferred approximately HK$24,000,000 to Matter International for payment of expenses; and

(ii)

Matter International transferred approximately HK$790,000 to Mint for expenses related to our initial public offering.

During the fiscal year ended March 31, 2026:

	(i)	Mint transferred approximately HK$3,000,000 (US$384,615.38) to Matter International for repayment of intercompany balance, HK$5,000,000 (US$641,025.64) to Axonex Intelligence HK for intercompany loan, and HK$200,000 (US$25,641.03) to Grand Engineering for intercompany loan;

	(ii)	Matter International transferred approximately HK$20,000 (US$2,564.10) to Mint for operating expenses;

	(iii)	Axonex Intelligence HK transferred approximately HK$51,239.44 (US$6,569.16) to Matter International for settlement of expense paid; and

(iv)

Matter International transferred approximately HK$600,000 (US$76,923.08) to Grand Engineering for initial operating expense.

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From April 1, 2026 through the date of this prospectus supplement:

	(i)	Mint transferred approximately HK$13,000,000 (US$1,666,667) to Matter International for repayment of intercompany balance, HK$4,500,000 (US$576,923) to Axonex Intelligence HK for intercompany loan;

	(ii)	Grand Engineering transferred approximately HK$200,000 (US$25,641.03) to Mint for repayment of intercompany loan;

	(iii)	Grand Engineering transferred approximately HK$621,816 (US$79,720) to Matter International for repayment of intercompany loan;

	(iv)	Axonex Intelligence HK transferred approximately HK$23,300 (US$2,987) to Axonex Automation for settlement of expense paid;

	(v)	Axonex Intelligence HK transferred approximately HK$215,048 (US$27,570) to Axonex Intelligence Pte. Ltd for settlement of expenses paid; and

(vi)

Axonex Intelligence HK transferred approximately HK$1,900 (US$244) to Axonex Robotics for settlement of expense paid.

These transfers were made as intercompany loans or for the payment of expenses and not as dividend payments or distributions. Mint has not declared or paid any dividends or other distributions to its shareholders, nor have any dividends or distributions been made by our Operating Subsidiaries to Mint (other than the transfers of cash disclosed above). For the fiscal years ended March 31, 2024, 2025 and 2026, and through the date of this prospectus supplement, our Operating Subsidiaries declared aggregate dividends of US$nil. Our other subsidiaries have not declared or made any dividends or other distributions to their shareholders during those periods.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Operating Subsidiaries by way of dividend payments.

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

Implications of Being a Foreign Private Issuer

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

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we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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We are required to file an annual report on Form 20-F within four months of the end of each financial year. As a foreign private issuer, we are not generally required to provide quarterly financial information to the shareholders. However, we are required to file an interim balance sheet and income statement as of the end of our second quarter. These interim financial statements are not required to reconcile to US GAAP, but they must be provided no later than six months following the end of our second quarter. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. A foreign private issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Although we are permitted to follow certain corporate governance rules that conform to BVI requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers.

Because we are a foreign private issuer, our members of our board of directors, executive board members and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16(b) and (c) of the Exchange Act. They will, however, be subject to the obligations under Section 16(a) of the Exchange Act, including the requirement to file public reports regarding their share ownership and trading activities on Forms 3, 4, and 5, as well as the reporting requirements relating changes in share ownership under section 13 of the Exchange Act and related SEC rules.

Permission required from the Hong Kong and PRC authorities

We have been advised by D.Fan & Co., our counsel as to the laws of Hong Kong, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus supplement, we and our Operating Subsidiaries are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the United States and issuing our Class A Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by any relevant authorities. As of the date of this prospectus supplement, apart from business registration certificates, we and our Operating Subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate our business. Our Hong Kong Operating Subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate their business in Hong Kong, including but not limited to their business registration certificates.

As advised by our PRC Counsel, China Commercial Law Firm, based on PRC laws and regulations effective as of the date of this prospectus supplement, the Company is not required to obtain permissions or approvals from any PRC authorities for maintaining listing in the United States, including the filings under the Trial Measures, and to issue our Class A Ordinary Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) our Operating Subsidiaries were established and operates in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. As further advised by China Commercial Law Firm, we and our Operating Subsidiaries are not required to obtain any permissions or approvals from any Chinese authorities to operate our business as of the date of this prospectus supplement. No permissions or approvals have been applied for by us or denied by any relevant authority.

In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we may face the risks and uncertainties associated with the legal system in the Mainland China, its complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.

However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Uncertainties still exist due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we may face the risks and uncertainties associated with the legal system in the Mainland China, its complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.

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In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks as those operated in Mainland China, including the ability to offer securities to investors, maintain listing on a U.S. or other foreign exchanges, conduct business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies. Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Recent Regulatory Developments in the PRC

We are a holding company incorporated in the BVI, with substantially all of the operations conducted by our Operating Subsidiaries in Hong Kong. Our Operating Subsidiaries also conduct limited operations in Singapore and Japan, which to date have not been material to our business or results of operations. We currently do not have, nor do we currently intend to establish, any subsidiary in Mainland China, nor do we plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China.

Hong Kong is a special administrative region of the PRC, and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative, and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Accordingly, we believe that the PRC laws and regulations on cybersecurity, data security, and the oversight and control over overseas securities offerings do not currently have any material impact on our business, financial condition, or results of operations. However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future.

We are aware that, in recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. This indicated the PRC government’s intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. Since these statements and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, our ability to accept foreign investments, and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.

Cybersecurity review

On August 20, 2021, the 30^th meeting of the Standing Committee of the 13^th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.

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On December 24, 2021, the CSRC, together with other relevant government authorities in Mainland China, issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that Overseas Issuance and Listing shall complete the filing procedures and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income, or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC, jointly with the relevant authorities, formally published the Measures, which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business and this offering in the future.

Our Operating Subsidiaries may collect and store data (including certain personal information) from their customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). As advised by our PRC Counsel, China Commercial Law Firm, we do not expect the Measures to have an impact on our business, operations or this offering, given that (i) our Operating Subsidiaries are incorporated and operate in Hong Kong, Japan, and Singapore (ii) we have no subsidiary, VIE structure nor any direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). As further advised by our PRC Counsel, China Commercial Law Firm, we believe that our Operating Subsidiaries will not be deemed to be “Operator” required to file for cybersecurity review in connection with our continued listing in the United States, because (i) our Operating Subsidiaries were incorporated and operate in Hong Kong, Singapore and Japan, in each case without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus supplement, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus supplement, neither the Company nor our Operating Subsidiaries has not been informed by any PRC governmental authority of any requirement that we should file for a cybersecurity review or a CSRC review. Therefore, we do not believe we are covered by the permission requirements from the CSRC or the CAC.

Data Security Law

The PRC Data Security Law (the “Data Security Law” or “DSL”), which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, DSL applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China that jeopardize the national interest or the public interest of the PRC or the rights and interests of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties, including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this prospectus supplement, we do not have any operations or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities that may endanger the national interest or the public interest of the PRC or the rights and interests of any PRC organization and citizens. Therefore, as advised by our PRC Counsel, China Commercial Law Firm, we do not believe that the Data Security Law is applicable to us.

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CSRC Filing or Approval

On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006, and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect as of the date of this prospectus supplement, we are not required to submit an application to the CSRC for its approval of this offering and the continued listing and trading of our Class A Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this prospectus supplement, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.

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Since recent statements, laws and regulatory actions by the PRC government are newly published, their interpretation, application, and enforcement are unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. It also remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including those of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive such approvals or are denied permission from Mainland China or Hong Kong authorities, we will not be able to maintain the listing of our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

As of the date of this prospectus supplement, we have no operations in Mainland China. Our Operating Subsidiaries are located and operate in Hong Kong, a special administrative region of the PRC, and in Singapore and Japan. As advised by our PRC Counsel, China Commercial Law Firm, we believe that the PRC government does not exert direct influence and discretion over the manner in which we conduct our business activities in Hong Kong, outside of Mainland China, as of the date of this prospectus supplement. We do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on those listed overseas using a VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.

However, as advised by our PRC Counsel, China Commercial Law Firm, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. In light of the PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations, and the enforcement of laws in the PRC can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us. Any actions by the PRC government to exert more oversight and control over offerings (including those of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. For a discussion of the risks relating to the matters described above, see “Item 3. Key Information — 3.D. Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which the Operating Subsidiaries Operate” in our 2026 Annual Report.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues 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 advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

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may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;

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are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

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are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay”, “say-on frequency” and “say-on-golden-parachute” votes);

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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

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will not be required to conduct an evaluation of our internal control over financial reporting.

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

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of the IPO; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a 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 our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of 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 HFCA Act, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the 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 public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China, and (ii) Hong Kong.

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On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it can no longer inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in California and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards, with the last inspection in December 2025. As of the date of this prospectus supplement, our auditor is not subject to and not affected by the PCAOB’s December 2021 Determination Report.

However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, which would add uncertainties to our offering, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors — Risks Relating to our Class A Ordinary Shares and this Offering — Our Class A Ordinary Shares may be delisted or prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors” on page 41 of the accompanying prospectus.

Corporate Information

Our principal executive offices are located at 17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan, Kowloon, Hong Kong. Our telephone number at this address is +852 2866-1633. Our registered agent is Ogier Global (BVI) Limited. Our registered office and our registered agent’s office in the BVI are both located at the office of Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG 1110, British Virgin Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 22 East 42nd Street, 18th Floor, New York, NY 10168. We maintain a website at https://mimintinc.com/. The information contained on our website is not a part of this prospectus.

The SEC maintains a website at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.

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Summary of Risk Factors

Risks Related to this Offering

	●	Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree. (See page S-18 of this prospectus supplement)

	●	Investors in this Offering will experience immediate and substantial dilution. (See page S-[*] of this prospectus supplement)

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Future sales of our Class A Ordinary Shares, whether by our shareholders or us, could cause the price of our Class A Ordinary Shares to decline. (See page S-18 of this prospectus supplement)

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You may experience future dilution as a result of future equity offerings. (See page S-19 of this prospectus supplement)

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We do not know whether a market for the Class A Ordinary Shares will be sustained or what the trading price of the Class A Ordinary Shares will be and as a result it may be difficult for you to sell your Class A Ordinary Shares. (See page S-19 of this prospectus supplement)

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In the event that our Class A Ordinary Shares are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our Class A Ordinary Shares because they may be considered penny stocks and thus be subject to the penny stock rules. (See page S-19 of this prospectus supplement)

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A possible “short squeeze” due to a sudden increase in demand of our Class A Ordinary Shares that largely exceeds supply may lead to additional price volatility. (See page S-20 of this prospectus supplement)

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The market price for our securities may be volatile, which could result in substantial losses to investors. (See page S-20 of this prospectus supplement)

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THE OFFERING

The following is a brief summary of certain terms of this offering and is not intended to be complete. It does not contain all of the information that will be important to a holder of our securities. For a more complete description of our securities we are offering, see the section entitled “Description of Securities We Are Offering” in this prospectus supplement and the relevant portions of the accompanying prospectus.

Issuer:		Mint Incorporation Limited

Offering:		Class A Ordinary Shares at a purchase price of US$1.00 per Share and Pre-Funded Warrant at a purchase price of US$0.999 per Pre-Funded Warrant for aggregate gross proceeds of approximately US$2,500,000.

Ordinary Shares issued and outstanding before this Offering:		12,690,742 Class A Ordinary Shares and 701,879 Class B Ordinary Shares

Ordinary Shares to be outstanding immediately after this Offering:		14,090,742 Class A Ordinary Shares (or 15,190,742 Class A Ordinary Shares assuming the Pre-Funded Warrants have been exercised in full) and 701,879 Class B Ordinary Shares

Manner of offering:		Registered direct offering pursuant to the Securities Purchase Agreement. See the section entitled “Plan of Distribution” in this prospectus supplement.

Use of Proceeds:		We intend to use the net proceeds from this offering as follows: (i) approximately 50% for potential strategic investment and acquisitions and (ii) approximately 50% working capital and general corporate purposes. See the section entitled “Use of Proceeds” in this prospectus supplement.

Risk Factors:		Investing in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest in our securities, see the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-18 of this prospectus supplement, on page 22 of the accompanying prospectus, and in the other documents incorporated by reference into this prospectus supplement.

Listing:		Our Class A Ordinary Shares are listed for trading on the Nasdaq Capital Market under the symbol “MIMI.”

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in this section and under the heading “Risk Factors” contained in any applicable prospectus supplement and under similar headings in our 2026 Annual Report, as updated by our subsequent filings, some of which are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus forms a part. Each of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. For more information, see “Where You Can Find Additional Information” and “Incorporation of Certain by Reference.”

Risks Related to this Offering

Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

We will receive net proceeds of approximately US$2.09 million from this offering after deducting placement agent fees and offering expenses. Our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flow.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price.

The perceived risk of this potential dilution could cause shareholders to attempt to sell their Class A Ordinary Shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

In addition, sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements, if any. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Plan of Distribution” for a more detailed description of the restrictions on selling our securities after this offering.

Investors in this Offering will experience immediate and substantial dilution.

The public offering price is substantially higher than our net tangible book value per share. Purchaser in this Offering will incur immediate dilution of approximately US$0.353 per share, based on our as adjusted net tangible book value of approximately US$0.647 per share as of March 31, 2026 after giving effect to this Offering. Purchaser of Pre-Funded Warrants will experience the same dilution, as the US$0.999 purchase price plus the US$0.001 exercise price equals the US$1.00 public offering price per Class A Ordinary Share. We may issue additional Class A Ordinary Shares, or securities convertible into or exercisable for Class A Ordinary Shares, in the future, including under our effective shelf registration statement on Form F-3 and at prices below the public offering price in this Offering. Any such issuance would further dilute investors in this Offering.

Future sales of our Class A Ordinary Shares, whether by our shareholders or us, could cause the price of our Class A Ordinary Shares to decline.

If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our Class A Ordinary Shares in the public market, the trading price of our Class A Ordinary Shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our Class A Ordinary Shares could also depress the market price of our shares. A decline in the price of our Class A Ordinary Shares might impede our ability to raise capital through the issuance of additional Class A Ordinary Shares or other equity securities. In addition, the issuance and sale by us of additional Class A Ordinary Shares, or securities convertible into or exercisable for our Class A Ordinary Shares, or the perception that we will issue such securities, could reduce the trading price for our Class A Ordinary Shares as well as make future sales of equity securities by us less attractive or not feasible.

S-18

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional Class A Ordinary Shares or other securities convertible into or exchangeable for our Class A Ordinary Shares at prices that may not be the same as the price per share in this offering. We may sell Class A Ordinary Shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing Class A Ordinary Shares or other securities in the future could have rights superior to existing shareholders. The price at which we sell additional Class A Ordinary Shares, or securities convertible or exchangeable into Class A Ordinary Shares, in future transactions may be higher or lower than the price per share paid by investors in this offering.

Although our Class A Ordinary Shares are currently trading on Nasdaq, an active trading market for the Class A Ordinary Shares may not be sustained. It may be difficult for you to sell your Class A Ordinary Shares without depressing the market price for the Class A Ordinary Shares. As a result of these and other factors, you may not be able to sell your Class A Ordinary Shares. Further, an inactive market may also impair our ability to raise capital by selling Class A Ordinary Shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our Class A Ordinary Shares as consideration.

The Pre-Funded Warrants in this Offering are speculative in nature.

The Pre-Funded Warrants in this Offering do not confer any rights of Class A Ordinary Shares ownership on their holders, but rather merely represent the right to acquire Class A Ordinary Shares at a fixed price. In addition, following this offering, the market value of the Pre-Funded Warrants, if any, is uncertain and there can be no assurance that the market value of the Pre-Funded Warrants will equal or exceed their imputed offering price. The Pre-Funded Warrants will not be listed or quoted for trading on any market or exchange.

Holders of the Pre-Funded Warrants will not have rights of holders of our Class A Ordinary Shares until such warrants are exercised.

Until holders of the Pre-Funded Warrants acquire Class A Ordinary Shares upon exercise of such warrants, holders of the Pre-Funded Warrants will have no rights with respect to the Class A Ordinary Shares underlying such warrants.

The SEC has adopted a number of rules to regulate “penny stock” that restrict transactions involving stock that is deemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than US$5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our Class A Ordinary Shares could be considered to be a “penny stock” within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Class A Ordinary Shares, which could severely limit the market liquidity of such Class A Ordinary Shares and impede their sale in the secondary market.

A U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

S-19

The market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

A possible “short squeeze” due to a sudden increase in demand of our Class A Ordinary Shares that largely exceeds supply may lead to additional price volatility.

Investors may purchase Class A Ordinary Shares to hedge existing exposure or to speculate on the price of our Class A Ordinary Shares. Speculation on the price of our Class A Ordinary Shares may involve long and short exposures. To the extent an aggregate short exposure in our Class A Ordinary Shares becomes significant, investors with short exposure may have to pay a premium to purchase Class A Ordinary Shares for delivery to share lenders at times if and when the price of our Class A Ordinary Shares increases significantly, particularly over a short period of time. Those purchases may in turn, dramatically increase the price of our Class A Ordinary Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our Class A Ordinary Shares that are not directly correlated to our business prospects, financial performance or other traditional measures of value for the Company or its Class A Ordinary Shares.

The market price for our securities may be volatile, which could result in substantial losses to investors.

The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations in response to factors including actual or anticipated fluctuations in our quarterly operating results; our failure to meet or exceed securities analysts’ expectations of our financial results; a change in financial estimates or securities analysts’ recommendations; changes in management’s or securities analysts’ estimates of our financial performance; future sales of our Class A Ordinary Shares; low trading volume of our Class A Ordinary Shares; additions or departures of key personnel; or results of studies or patents. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. As a result, to the extent shareholders sell our securities in negative market fluctuation, they may not receive a price per share that is based solely upon our business performance. We cannot guarantee that shareholders will not lose some or all of their investment in our securities.

S-20

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization as of March 31, 2026 on:

	●	an actual basis;

	●	on a pro forma as adjusted basis to reflect (i) the issuance and sales of 211,879 Class B ordinary shares, completed on May 26, 2026, for net proceeds of US$637,755.10, (ii) the issuance and sale of 4,310,350 Class A Ordinary Shares, completed on July 8, 2026, for net proceeds of US$2,000,000, (iii) the issuance and sale of 6,329,115 Class A Ordinary Shares, completed on August 11, 2026, for net proceeds of US$2,000,000;

	●	on a pro forma as further adjusted basis to the maximum issuance and sale of 1,400,000 Class A Ordinary Shares, at an offering price of US$1.00 per share and 1,100,000 Pre-Funded Warrants, at an offering price of US$0.999 per Pre-Funded Warrant, and assuming all Pre-Funded Warrants are exercised, for net proceeds of approximately US$2,088,477.

	As of March 31, 2026
	Actual			Pro forma as adjusted			Pro forma as further adjusted after this Offering
	US$			US$			US$
Cash and cash equivalents		964,142			5,601,897			7,690,374

Shareholders’ Equity
Class A and class B shares:	$			$			$
Class A ordinary shares of no par value, 252,000,000 shares authorized, 2,011,277 shares and 1,601,250 shares issued and outstanding as of March 31, 2026 and 2025 respectively*		4,000			4,000			4,000
Class B ordinary shares of no par value, 28,000,000 shares authorized, 490,000 shares and 700,000 shares issued and outstanding as of March 31, 2026 and 2025 respectively*		-			-			-
Additional paid-in capital		13,879,532			18,517,287			20,605,764
Retained earnings		(10,583,815	)		(10,583,815	)		(10,583,815	)
Accumulated other comprehensive income		(14,904	)		(14,904	)		(14,904	)
Total shareholders’ equity	$	3,284,813		$	7,922,568		$	10,011,045
Total capitalization	$	3,284,813		$	7,922,568		$	10,011,045

Notes:

Retrospectively adjusted to reflect 10-for-1 share consolidation effective on May 6, 2026, authorized share capital increase effective on August 25, 2026.

S-21

DILUTION

If you invest in our Class A Ordinary Shares, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per Share and the adjusted net tangible book value per Share after the offering. Dilution results from the fact that the per share offering price is substantially in excess of the book value per Share attributable to the existing shareholders for our presently outstanding ordinary shares. Our net tangible book value attributable to shareholders as of March 31, 2026 was approximately US$3.10 million, or approximately US$1.541 per Class A Ordinary Share. Net tangible book value per share of Class A Ordinary Shares represents the amount of our total tangible assets less total liabilities, divided by the number of our ordinary shares outstanding.

After giving effect to (i) the issuance and sales of 211,879 Class B ordinary shares, completed on May 26, 2026, for net proceeds of US$637,755.10 ,(ii) the issuance and sale of 4,310,350 Class A Ordinary Shares, completed on July 8, 2026, for net proceeds of US$2,000,000, (iii) the issuance and sale of 6,329,115 Class A Ordinary Shares, completed on August 11, 2026, for net proceeds of US$2,000,000; and (iv) the maximum issuance and sale of 1,400,000 Class A Ordinary Shares, at an offering price of US$1.00 per share and 1,100,000 Pre-Funded Warrants, at an offering price of US$0.999 per Pre-Funded Warrant, and assuming all Pre-Funded Warrants are exercised, for net proceeds of approximately US$2,088,477, our as adjusted net tangible book value as March 31, 2026 would have been US$9.83 million, or US$0.647 per Class A Ordinary Share. This represents an immediate increase in net tangible book value of US$0.037 per Class A Ordinary Share to our existing shareholders and an immediate decrease in net tangible book value of US$0.353 per Class A Ordinary Share to the investor participating in this offering.

The following table illustrates the net tangible book value dilution per Class A Ordinary Share to shareholders after the issuance of the Class A Ordinary Share in this offering:

	Offering
Public offering price per share of Class A Ordinary Shares	$	1.00
Net tangible book value per share of Class A Ordinary Shares prior to this offering	$	0.610
Increase in net tangible book value per share of Class A Ordinary Shares attributable to this offering	$	0.037
As adjusted net tangible book value per share of Class A Ordinary Shares after this offering	$	0.647
Dilution per share of Class A Ordinary Shares to new investors in this offering	$	0.353

This discussion of dilution is as of March 31, 2026 and the table quantifying it, assumes no exercise of any outstanding options over our ordinary shares.

S-22

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be US$2.09 million, after deducting the placement agent fees and the estimated offering expenses payable by us. We intend to use the net proceeds from this offering as follows: (i) approximately 50% for potential strategic investment and acquisitions and (ii) approximately 50% working capital and general corporate purposes. We will retain broad discretion in the allocation of the net proceeds of this offering.

DESCRIPTION OF SECURITIES WE ARE OFFERING

In this offering, we are offering 1,400,000 Class A Ordinary Shares at a purchase price of US$1.00 per Share and 1,100,000 Pre-Funded Warrants at a purchase price of US$0.999 per Pre-Funded Warrant pursuant to the Securities Purchase Agreement.

As of the date of this prospectus, we are authorized to issue a maximum of 280,000,000 shares of no par value (the “Ordinary Shares”), divided into (i) 252,000,000 Class A Ordinary Shares and (ii) 28,000,000 Class B Ordinary Shares. As of the date of this prospectus supplement, there are 12,690,742 Class A Ordinary Shares and 701,879 Class B Ordinary Shares issued and outstanding.

The material terms and provisions of our Class A Ordinary Shares are described under the caption “Description of Ordinary Shares” starting on page 54 of the accompanying prospectus.

Pre-Funded Warrants

The following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of Pre-Funded Warrants, which will be filed as an exhibit to a Report on Form 6-K that we intend to file with the SEC in connection with this Offering and that will be incorporated by reference into the registration statement of which the accompanying prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrants for a complete description of the terms and conditions of the Pre-Funded Warrants. For additional information, refer to the section entitled “Where You Can Find Additional Information.”

Duration, Exercise Price and Form. Each Pre-Funded Warrant is being offered at a purchase price of US$0.999, equal to the US$1.00 public offering price per Class A Ordinary Share less the US$0.001 per share exercise price of the Pre-Funded Warrants, and entitles the holder to purchase one Class A Ordinary Share at an exercise price of US$0.001 per Class A Ordinary Share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The exercise price and number of Class A Ordinary Shares issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our Class A Ordinary Shares. The Pre-Funded Warrants will be issued in certificated form only. The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of Class A Ordinary Shares purchased upon such exercise (except in the case of a cashless exercise as discussed below).

S-23

Exercise Limitation. A holder will not have the right to exercise any portion of the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or at the election of the holder, 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving effect to the issuance of Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrant, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us. It is the responsibility of the holder to determine whether any exercise would exceed the exercise limitation.

Cashless Exercise. At the time a holder exercises its Pre-Funded Warrants, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Class A Ordinary Shares determined according to a formula set forth in the Pre-Funded Warrants.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Class A Ordinary Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets and all or substantially all of our revenues in on transaction or a series of transactions, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Class A Ordinary Shares, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding share capital, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

Transferability. Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer.

No Fractional Shares. No fractional shares of Class A Ordinary Shares will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of Class A Ordinary Shares to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Trading Market. There is no established trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. The Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants are currently listed on the Nasdaq.

Rights as a Shareholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of the holders’ ownership of Class A Ordinary Shares, the holders of Pre-Funded Warrants do not have the rights or privileges of holders of our Class A Ordinary Shares, including any voting rights, until such Pre-Funded Warrant holders exercise their Pre-Funded Warrants.

Waivers and Amendments. The Pre-Funded Warrants may be modified or amended, or the provisions thereof waived, subject to certain exceptions, with the written consent of the Company and the respective holder.

S-24

PLAN OF DISTRIBUTION

The Placement Agent has agreed to act as the exclusive Placement Agent in connection with this offering. The Placement Agent is not purchasing or selling the securities offered by this prospectus supplement, nor is the Placement Agent required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby.

We have entered into the Securities Purchase Agreement, dated August 27, 2026, directly with the investors in this offering pursuant to which we plan to sell to such investors an aggregate of (i) 1,400,000 Class A Ordinary Shares and (ii) 1,100,000 Pre-Funded Warrants exercisable for up to 1,100,000 Class A Ordinary Shares. We negotiated the price for the Class A Ordinary Shares and the Pre-Funded Warrants offered in this offering with the investors. The factors considered in determining the price of the Class A Ordinary Shares and Pre-Funded Warrants included the recent market price of our Class A Ordinary Shares, the general condition of the securities market at the time of this offering, the history of, and the prospects, for the industry in which we compete, our past and present operations, and our prospects for future revenues.

We expect to deliver the Class A Ordinary Shares being offered pursuant to this prospectus supplement and the accompanying prospectus on or about August 28, 2026, subject to customary closing conditions.

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any fees or commissions received by it and any profit realized on the resale of securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent is required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the Placement Agent:

●

may not engage in any stabilization activity in connection with our securities; and

●

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

From time to time in the common course of their respective businesses, the Placement Agent or its affiliates may in the future engage in investment banking and/or other services with us and our affiliates for which it may in the future receive customary fees and expenses.

S-25

Fees and Expenses

The following table shows the per share and total placement agent fees we will pay to the Placement Agent in connection with the sale of the securities pursuant to this prospectus supplement and the accompanying prospectus:

	Per Ordinary Share		Per Pre-Funded Warrant		Total (assuming all Pre-Funded Warrants are exercised) ⁽²⁾
Public offering price	$	1.00	$	0.999	$	2,500,000
Placement agent fees⁽¹⁾	$	0.07	$	0.0699	$	175,000
Proceeds to us, before expenses⁽²⁾	$	0.93	$	0.9291	$	2,325,000

(1)	We have agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received by us from the sale of the securities in this offering. This table does not include certain expenses of the Placement Agent that we have agreed to reimburse, as described below.

(2)

We have engaged Maxim Group LLC to act as our exclusive placement agent in connection with this offering. The Placement Agent is acting on a reasonable best efforts basis and is under no obligation to purchase any securities for its own account or to arrange the sale of any specific number or dollar amount of securities. The Placement Agent is not purchasing or selling any securities offered by this prospectus supplement and the accompanying prospectus, and is not required to arrange for the purchase or sale of any specific number or dollar amount of securities.

We have agreed to reimburse the Placement Agent for certain of its expenses in connection with this offering. We have agreed that, in the event of a closing of this offering, we will be responsible for the Placement Agent’s legal fees, costs and expenses in an amount not to exceed US$50,000.

We estimate the total expenses of this offering payable by us, excluding the placement agent fees, will be approximately US$185,500. After deducting certain fees and expenses due to the Placement Agent and our estimated offering expenses, we expect the net proceeds from this offering to be approximately US$2,088,477.

Lock Up Agreement

The officers and directors of the Company have entered into lock-up agreements, pursuant to which, each has agreed, subject to customary exceptions, for a period of thirty (30) days after the closing of this offering, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, subject to customary exceptions.

In addition, subject to certain exceptions, we have agreed, (i) for a period of 30 days following the date of the closing of this offering, not to, and to cause our subsidiaries not to, issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary shares or any securities that are convertible into, or exchangeable or exercisable for, ordinary shares, nor file any registration statement or amendment or supplement thereto, other than this prospectus supplement or certain registration statements and (ii) for a period of 90 days following the date of the closing of this offering, issue any securities that are subject to a price reset based on the trading prices of our ordinary shares or upon a specified or contingent event in the future, or enter into any agreement to issue securities at a future determined price.

S-26

Right of First Refusal

We have granted the Placement Agent a right of first refusal, for a period of six (6) months from the closing of this offering, to act as our sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked or debt offerings for which we, or any successor to or any subsidiary of us, retain the service of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such six-month period.

We have agreed that we will not offer to retain any entity or person in connection with any such offering on terms more favorable than the terms on which we offer to retain the Placement Agent. Any such offer must be made in writing in order to be effective. The Placement Agent must notify us within three (3) business days of its receipt of our written offer as to whether or not it agrees to accept such retention. If the Placement Agent declines such retention, we will have no further obligation to the Placement Agent with respect to the offering for which we offered to retain it, except as otherwise provided in the placement agency agreement. In compliance with FINRA Rule 5110(g)(5)(B), this right of first refusal may be terminated by us for “cause,” which means a material breach by the Placement Agent or a material failure by the Placement Agent to provide the services contemplated by the placement agency agreement.

Determination of Offering Price

The offering price of the securities we are offering was negotiated between us and the investors, in consultation with the Placement Agent based on the trading of our Class A Ordinary Shares prior to the offering, among other things. Other factors considered in determining the offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Passive Market Making

In connection with this offering, the Placement Agent may engage in passive market making transactions in our Class A Ordinary Shares on the Nasdaq Stock Market in accordance with Rule 103 of Regulation M promulgated under the Exchange Act during a period before the commencement of offers or sales of our securities and extending through the completion of the distribution.

Indemnification

We have agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the placement agency agreement, or to contribute to payments that the Placement Agent may be required to make in respect of those liabilities.

S-27

Potential Conflicts of Interest

The Placement Agent and its affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which it may receive customary fees and reimbursement of expenses. In the ordinary course of its various business activities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for its own accounts and for the accounts of its customers and such investment and securities activities may involve securities and/or instruments of our Company. The Placement Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Distribution

This prospectus supplement may be made available in electronic format on websites or through other online services maintained by the Placement Agent or by an affiliate. Other than this prospectus supplement, the information on the Placement Agent’s website and any information contained in any other website maintained by the Placement Agent is not part of this prospectus and the accompanying base prospectus or this prospectus, has not been approved and/or endorsed by us or the Placement Agent, and should not be relied upon by investors.

LEGAL MATTERS

We are being represented by Ortoli Rosenstadt LLP with respect to certain legal matters as to United States federal securities and New York State law. The legality and validity of the Class A Ordinary Shares offered from time to time under this prospectus under the laws of the British Virgin Islands was passed upon by Ogier. Ortoli Rosenstadt LLP may rely upon Ogier with respect to matters governed by the laws of the British Virgin Islands. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the placement agent in connection with this offering.

EXPERTS

The consolidated financial statements for the fiscal years ended March 31, 2026, 2025, and 2024, which are incorporated by reference in this prospectus, have been so included in reliance on the report of WWC, P.C., an independent registered public accounting firm, given their authority as experts in accounting and auditing. The current address of WWC, P.C. is 2010 Pioneer Court, San Mateo, CA 94403.

INTERESTS OF EXPERTS AND COUNSEL

No named expert of or counselor to us was employed on a contingent basis, or owns an amount of our shares (or those of our subsidiaries) which is material to that person or has a material, direct, or indirect economic interest in us or that depends on the success of the offering.

S-28

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, it, which means that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference into this prospectus forms a part of this prospectus. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference into this prospectus the documents listed below:

	●	our Annual report on Form 20-F for the fiscal year ended March 31, 2026, filed with the SEC on August 14, 2026;

	●	our reports of foreign private issuer on Form 6-K, furnished to the SEC on August 24, 2026, August 26, 2026, August 28, 2026;

	●	the description of our ordinary shares contained in our registration statement on Form 8-A, filed with the SEC on December 31, 2024, and any amendment or report filed for the purpose of updating such description;

	●	any future annual reports on Form 20-F filed with the SEC (1) after the date of the initial registration statement of which this prospectus forms a part and prior to its effectiveness and (2) prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents; and

	●	any future reports of foreign private issuer on Form 6-K that we furnish to the SEC (1) after the date of the initial registration statement of which this prospectus forms a part and prior to its effectiveness and (2) prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents.

Any statement contained in a document that is incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes that statement. The modifying or superseding statement does not need to state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those document unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

Mint Incorporation Limited

17/F, Wing Kwok Centre, No.182 Woosung Street

Jordan, Kowloon, Hong Kong.

You should rely only on the information that we incorporate by reference or provide in this prospectus. We have not authorized anyone to provide you with different information. We are not making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated in this prospectus by reference is accurate as of any date other than the date of the document containing the information.

S-29

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As permitted by SEC rules, this prospectus supplement omits certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since this prospectus supplement may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement of which this prospectus supplement forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus supplement, including statements incorporated by reference as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference to the actual document.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected over the Internet at the SEC’s website at www.sec.gov and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. In addition, we will not be required under the Exchange Act to file periodic or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

S-30

PROSPECTUS

Mint Incorporation Limited

$100,000,000

Class A Ordinary Shares

Share Purchase Contracts

Share Purchase Units

Warrants

Debt Securities

Rights

Units

We may offer, issue and sell, from time to time, in one or more offerings, Class A ordinary shares with no par value (“Class A Ordinary Shares”), share purchase contracts, share purchase units, warrants, debt securities, rights or units, which we collectively refer to as the “securities”. The aggregate initial offering price of the securities that we may offer, issue, and sell under this prospectus will not exceed $100,000,000.

We may offer, issue, and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices, and on terms to be determined at, or prior to, the time of each offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update, or amend information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read this prospectus and any applicable prospectus supplement before you invest.

We may offer and sell the securities from time to time at fixed prices, at market prices, or at negotiated prices, to or through underwriters, to other purchasers, through agents, or through a combination of these methods. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The offering price of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. See “Plan of Distribution” elsewhere in this prospectus for a more complete description of the ways in which the securities may be sold.

Investing in our securities involves a high degree of risk. You should carefully read and consider the “Risk Factors” section of this prospectus, and risk factors set forth in our Annual report on Form 20-F for the fiscal year ended March 31, 2025, filed with the SEC on July 30, 2025 (the “2025 Annual Report”), in other reports incorporated herein by reference, and in the applicable prospectus supplement before you make your investment decision.

Our Class A Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “MIMI.” On May 15, 2026, the closing price of our Class A Ordinary Shares as reported by the Nasdaq Capital Market was $3.01. Effective May 6, 2026, the Company implemented a 1-for-10 share consolidation (“Reverse Stock Split”) of its Class A Ordinary Shares and Class B Ordinary Shares, which was approved by the Company’s board of directors on March 31, 2026. The Class A Ordinary Shares and Class B Ordinary Shares presented herein are on a post-Reverse Stock Split basis, unless otherwise indicated. During the year immediately prior to the date of this prospectus, the high and low closing prices of our Class A Ordinary Shares on the Nasdaq Capital Market were US$107.50 and US$2.49 per Class A Ordinary Share, respectively, in each case as adjusted to reflect the Reverse Stock Split. We have recently experienced price volatility in our share price. See “Risk Factors - Risks Relating to our Class A Ordinary Shares and this Offering - We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Share, and could result in substantial losses to you” on page 43.

The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates or public float, as of the date of this prospectus, was approximately $5,160,455, which was calculated based on 1,714,437 Class A Ordinary Shares held by non-affiliates and the per share price of $3.01, which was the closing price of our Class A Ordinary Shares on Nasdaq on May 15, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our Class A Ordinary Shares in any 12-month period, so long as the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities during the period pursuant to General Instruction I.B.5 of Form F-3.

Mint Incorporation Limited, or Mint, is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company with no material operations of its own, Mint conducts all of its operations through its wholly owned subsidiaries in Hong Kong and Singapore, including (i) Matter International Limited (“Matter International”), formerly known as Matter Interiors Limited, a company incorporated in Hong Kong engaged in the provision of interior design and renovation services; (ii) Sparks Interiors Limited (“Sparks Interior”), a company incorporated in Hong Kong engaged in the provision of interior design and fit-out services, (iii) Grand Engineering and Construction Limited (“Grand Engineering”), a company incorporated in Hong Kong engaged in engineering works, (iv) Axonex Intelligence Pte. Ltd. (“Axonex Intelligence Singapore”), a company incorporated in Singapore engaged in software and application development, and (v) Axonex Intelligence Limited (“Axonex Intelligence HK”), a company incorporated in Hong Kong engaged in smart facility management, robotics, IoT, and AI solutions (collectively, the “Operating Subsidiaries”). Mint holds, directly or indirectly, equity interests in the following joint venture entities: (a) Axonex Automation Limited (“Axonex Automation”), a company incorporated in Hong Kong focused on digital twin and drone flight control commercialization, in which Axonex Intelligence HK expects to hold an 80% equity interest and Synergy Technology Group Limited expects to hold the remaining 20%; and (b) Axonex Robotics Limited (“Axonex Robotics”), a company incorporated in Hong Kong focused on robotics design, in which Mint holds a 60% equity interest.

Substantially all of our operations are conducted by our Operating Subsidiaries in Hong Kong. We are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong and having substantially all of their operations in Hong Kong. We are subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, or in the event that we or our Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, or no longer be permitted to continue business operations as presently conducted. These actions could result in a material change in our operations and/or the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Recent Regulatory Development in the PRC.” Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiaries’ daily business operation, their ability to accept foreign investments and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.

On February 17, 2023, the CSRC issued the Notice on Filing Arrangements for Overseas Securities Offering and Listing by Domestic Companies, stating that the CSRC has published the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (collectively, the “Trial Administrative Measures”). Among others, the Trial Administrative Measures provide that PRC domestic companies seeking to offer and list securities (which, for the purposes of the Trial Administrative Measures, are defined thereunder as equity shares, depository receipts, corporate bonds convertible to equity shares, and other equity securities that are offered and listed overseas, either directly or indirectly, by PRC domestic companies) in overseas markets, either via direct or indirect means, must file with the CSRC within three working days after their application for an overseas listing is submitted. The Trial Administrative Measures came into effect on March 31, 2023. As advised by China Commercial Law Firm, our PRC counsel, we are not subject to the Trial Administrative Measures because: (1) we and our Operating Subsidiaries were established and operate only in Hong Kong, which is not within the definition of a “domestic company” for the purposes of the Trial Administrative Measures; (2) we do not own any mainland China entity; and (iii) businesses conducted by our Operating Subsidiaries are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. However, given that the Trial Administrative Measures were introduced recently, and that there remain substantial uncertainties surrounding the enforcement thereof, we cannot assure you that, if required, we would be able to complete the filings and/or fully comply with the relevant new rules on a timely basis, if at all. If we are unable to obtain such approvals, if required in the future, or inadvertently conclude that such approvals are not required, then the value of our Class A Ordinary Shares may depreciate significantly or become worthless.

Furthermore, as more stringent standards have been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) recently, our securities may be prohibited from trading if our auditor cannot be fully inspected by the PCAOB. Pursuant to the Holding Foreign Companies Accountable Act, (the “HFCAA”) enacted in 2020, if the auditor of a U.S. listed company’s financial statements is not subject to the PCAOB inspections for three consecutive “non-inspection” years, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as NYSE and Nasdaq, or in U.S. over-the-counter markets. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on U.S. stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive “non-inspection” years instead of three and thus, reduces the time before our securities may be prohibited from trading or delisted. In December 2022, an omnibus spending bill was passed by Congress and later signed into law, which included the enactment of provisions under the AHFCAA to accelerate the timeline for implementation of trading prohibitions under the HFCA Act from three consecutive years to two consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms that are subject to these determinations. Our auditor, WWC, P.C., is a firm headquartered in California and registered with the PCAOB, and is subject to PCAOB inspections. As of the date of this prospectus, our auditor is not subject to the PCAOB’s December 2021 Determination Report and is not subject to the trading prohibitions of the HFCAA.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB made a statement announcing that it was able, in 2022, to inspect and investigate completely issuer audit engagements of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong, and as a result, PCAOB vacated its previous 2021 Determination Report. However, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate our auditor because of a position taken by an authority in a foreign jurisdiction, then such a lack of inspection could cause trading in our securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist our securities. See “Risk Factors — Risks Relating to our Class A Ordinary Shares and this Offering — Our Class A Ordinary Shares may be delisted or prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors” on page 41. In addition, we cannot assure you that Nasdaq or other regulatory agencies will not apply additional or more stringent requirements to us. Such uncertainty could cause the market price of the Ordinary Shares to be materially and adversely affected.

Mint may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur, and to pay our operating expenses. For the fiscal years ended March 31, 2024, 2025, and 2026, the only cash flows and transfers of assets between Mint and its Operating Subsidiaries, and among the subsidiaries, were as follows: (i) During the fiscal year ended March 31, 2026, Mint transferred approximately HK$3,000,000 (US$384,615.38) to Matter International for repayment of intercompany balance, HK$5,000,000 (US$641,025.64) to Axonex Intelligence HK for intercompany loan, and HK$200,000 (US$25,641.03) to Grand Engineering for intercompany loan; (ii) During the fiscal year ended March 31, 2026, Matter International transferred approximately HK$20,000 (US$2,564.10) to Mint; (iii) During the fiscal year ended March 31, 2026, Axonex Intelligence HK transferred approximately HK$51,239.44 (US$6,569.16) to Matter International; (iv) During the fiscal year ended March 31, 2026, Matter International transferred approximately HK$600,000 (US$76,923.08) to Grand Engineering; (v) During the fiscal year ended March 31, 2025, Mint transferred approximately HK$24,000,000 to Matter International for payment of expenses; (vi) During the fiscal year ended March 31, 2025, Matter International transferred approximately HK$790,000 to Mint for expenses related to our initial public offering. These transfers were made as intercompany loans and not as dividend payments or distributions. Mint has not declared or paid any dividends or other distributions to its shareholders, nor have any dividends or distributions been made by our Operating Subsidiaries to Mint (other than the transfer of cash disclosed above). None of our subsidiaries has declared or made any dividends or other distributions to their shareholders in FY2024 or FY2025. Currently, other than complying with the applicable Hong Kong laws and regulations, we do not have our own cash management policy or procedures that dictate how funds are transferred. We and our subsidiaries do not have any plans to distribute earnings in the foreseeable future. We intend to keep any future earnings to finance the expansion of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. For a more detailed discussion of how cash is transferred among Mint and its subsidiaries, see “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” of this prospectus.

The Company received a written notification on December 19, 2025, from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC, stating that the Company’s failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). The Company had been granted a 180-day extension until June 17, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement. On March 31, 2026, the Board of Directors of the Company approved a consolidation of the Company’s shares, at a ratio of ten (10) to one (1) share (the “Reverse Stock Split”). The Reverse Share Split primarily served as a mechanism to regain compliance with the Minimum Bid Price Requirement. Our Class A Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, on May 6, 2026, under the existing ticker symbol “MIMI.” As of the date of this prospectus, Nasdaq has not confirmed our compliance with the minimum bid price requirement, and there can be no assurance that we will regain or maintain compliance with the continued listing requirements of Nasdaq.

This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement. The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities.

Investing in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the “Risk Factors’’ section of this prospectus, and risk factors set forth in our 2025 Annual Report, in other reports incorporated herein by reference, and in the applicable prospectus supplement before you make your investment decision.

Neither the United States Securities and Exchange Commission, the British Virgin Islands Financial Services Commission, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 19, 2026

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
COMMONLY USED DEFINED TERMS		iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		v
PROSPECTUS SUMMARY		1
RISK FACTORS		22
CAPITALIZATION AND INDEBTNESS		53
DILUTION		53
USE OF PROCEEDS		53
DESCRIPTION OF ORDINARY SHARES		54
DESCRIPTION OF WARRANTS		63
DESCRIPTION OF DEBT SECURITIES		65
DESCRIPTION OF UNITS		73
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		73
DESCRIPTION OF RIGHTS		74
PLAN OF DISTRIBUTION		75
TAXATION		76
EXPENSES		76
MATERIAL CONTRACTS		76
MATERIAL CHANGES		76
LEGAL MATTERS		77
EXPERTS		77
INTERESTS OF EXPERTS AND COUNSEL		77
ENFORCEABILITY OF CIVIL LIABILITIES		78
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		79
WHERE YOU CAN FIND ADDITIONAL INFORMATION		80

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to an aggregate offering price of $100,000,000.

Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the securities being offered and the specific terms of that offering. The supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the prospectus supplement.

We may offer and sell securities to, or through, underwriting syndicates or dealers, through agents or directly to purchasers.

The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering.

In connection with any offering of securities (unless otherwise specified in a prospectus supplement), the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution” on page 75 of this prospectus.

Please carefully read both this prospectus and any prospectus supplement together with the documents incorporated herein by reference under “Incorporation of Certain Information by Reference” and the additional information described below under “Where You Can Find Additional Information.”

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences. You should read the tax discussion contained in the applicable prospectus supplement and consult your tax advisor with respect to your own particular circumstances.

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with different information. The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is accurate only as of the date of this prospectus and any information incorporated by reference is accurate as of the date of the applicable document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since those dates.

COMMONLY USED DEFINED TERMS

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

●

“Amended and Restated Memorandum and Articles of Association” refers to the Second Amended and Restated Memorandum and Articles of Mint Incorporation Limited (or “Mint,” as defined below), adopted by resolution of directors passed on March 31, 2026 and filed with the Registry of Corporate Affairs of the BVI on April 8, 2026;

●

“Aspiration Group” refers to Aspiration Group Limited, a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary of Mint and serves as the intermediate holding company for Axonex Intelligence HK and Axonex Intelligence Singapore;

●

“Aspiration X” refers to Aspiration X Limited, a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary of Mint;

●

“Axonex Automation” refers to Axonex Automation Limited, a company incorporated in Hong Kong with limited liability on or about March 11, 2026, in which Mint indirectly holds an 80% equity interest;

●

“Axonex Intelligence HK” refers to Axonex Intelligence Limited, a company incorporated in Hong Kong with limited liability on January 10, 2025, and an indirect wholly-owned subsidiary of Mint through Aspiration Group;

●

“Axonex Intelligence Singapore” refers to Axonex Intelligence Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore on October 24, 2025 and an indirect wholly-owned subsidiary of Mint through Aspiration Group;

●

“Axonex Robotics” refers to Axonex Robotics Limited, a company incorporated in Hong Kong with limited liability on October 30, 2025 and a 60%-owned subsidiary of Mint;

●

“BVI” refers to the British Virgin Islands;

●

“BVI Act” refers to the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands;

●

“Class A Ordinary Shares” refers to the Class A ordinary shares of Mint, with no par value, each carrying one vote per share;

●

“Class B Ordinary Shares” refers to the Class B ordinary shares of Mint, with no par value, each carrying twenty (20) votes per share;

●

“Company,” “Our Company” or “Mint” refers to Mint Incorporation Limited, a BVI business company incorporated under the laws of the British Virgin Islands with limited liability;

iii

●

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

●

“HK$” or “Hong Kong dollars” refer to Hong Kong dollars, the lawful currency of Hong Kong;

●

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

●

“Joint Venture Subsidiaries” refers to Axonex Automation Limited, Axonex Robotics Limited, collectively the partially owned joint venture entities of the Group;

●

“Operating Subsidiaries” refers to the operating subsidiaries of Mint, namely, Matter International, Grand Engineering, Spark Interiors, Axonex Intelligence HK and Axonex Intelligence Singapore, collectively;

●

“Ordinary Shares” refers to the Class A Ordinary Shares and the Class B Ordinary Shares, collectively;

●

“SEC” or “Commission” refer to the U.S. Securities and Exchange Commission;

●

“Securities Act” refers to the U.S. Securities Act of 1933, as amended;

●

“US$,” “USD” or “U.S. dollars” refer to United States dollars, the lawful currency of the United States; and

●

“we,” “us,” “our,” “our Group,” and “the Group” refer to Mint Incorporation Limited and its subsidiaries, taken as a whole, except where the context otherwise requires.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, the documents incorporated by reference into this prospectus and accompanying prospectus supplements may contain forward-looking statements that involve risks and uncertainties, including statements based on our current or then current expectations, intent, belief, assumptions, estimates and projections about us and our industry. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These risks and uncertainties include factors relate to, among others:

●

future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

●

our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

●

current and future economic and political conditions;

●

our expectations regarding demand for and market acceptance of our subsidiaries’ services;

●

our expectations regarding the expansion of our subsidiaries’ customer base;

●

our subsidiaries’ relationships with their business partners;

●

competition in our industries;

●

relevant government policies and regulations relating to our industries;

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our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

●

ability to managing our growth effectively;

●

our capital requirements and our ability to raise any additional financing which we may require;

●

the dependence on our senior management and key employees;

●

our ability to hire and retain qualified management personnel and key employees in order to develop our subsidiaries’ business;

●

overall industry and market performance; and

●

other assumptions described in this prospectus underlying or relating to any forward-looking statements.

You should read this prospectus, any accompanying prospectus supplement and the documents incorporated by reference, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in the securities that the Company is offering, you should carefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and the financial statements and related notes and other information that we incorporate by reference herein, including, but not limited to, our 2025 Annual Report and other SEC reports.

Business Overview

Mint Incorporation Limited is a holding company incorporated in the British Virgin Islands on October 18, 2023. Through our Operating Subsidiaries, we conduct two principal lines of business in Hong Kong and Singapore: (i) interior design and fit-out services, and (ii) artificial intelligence, robotics, and technology solutions.

Since mid-September 2025, the Group has been executing a strategic transition to position itself as a multi-sectoral enterprise that applies AI, robotics, and IoT technologies to facility management, automation, and consumer robotics applications. This expansion has been pursued through a combination of newly established wholly owned subsidiaries, joint ventures with technology and robotics partners, and product development initiatives. As of the date of this prospectus, our Robotics and AI business lines are at an early stage of commercialization and have not yet generated meaningful revenue. For a discussion of the risks associated with this business transition, see “Risk Factors - Risks Relating to Our Business and Operations - We may not be able to implement our business strategies and expansion plans, including our strategic expansion into AI and robotics, effectively to achieve future growth” and “Risk Factors - Risks Relating to Our Business and Operations - We may not be successful in integrating newly established or acquired businesses with our existing operations” on pages 27 and 28, respectively.

Interior Design and Fit-out Services

We provide interior design and fit-out services principally through our operating subsidiary, Matter International Limited (“Matter International”), which was founded in 2018 and provides integrated interior design and fit-out services to commercial and residential customers in Hong Kong. Matter International has a strategic focus on industry-specific interior design and fit-out works for commercial properties. Its commercial portfolio encompasses offices across a range of industries and various categories of retail stores, with each project designed to reflect the customer’s corporate values and brand identity. Matter International has completed projects for internationally recognized retail brands, food and beverage chains, corporate offices, and premises of a leading charitable organization in Hong Kong. It also undertakes bespoke interior design and fit-out works for luxury residential properties.

Our interior design and fit-out projects can be broadly categorized into: (i) design-only services, in which we develop tailor-made interior design proposals; and (ii) design and fit-out services, in which we undertake overall project management, coordination, and quality control, and supervise fit-out works carried out by our subcontractors, complemented by ancillary services such as repair and maintenance works and procurement of furniture and fit-out materials.

AI and Robotics Solutions

Our AI and Robotics Solutions segment is conducted principally through Axonex Intelligence Limited (“Axonex Intelligence HK”), together with several partially owned joint venture entities of the Group, namely, Axonex Automation Limited (“Axonex Automation”) and Axonex Robotics Limited (“Axonex Robotics,” and together with Axonex Intelligence HK and Axonex Automation, “Axonex”). Through Axonex, we intend to provide total solutions for smart facility management, integrating advanced technologies designed to improve efficiency, safety, and user experience across different property types. Axonex’s intended capabilities include:

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robotic solutions to automate routine facility management tasks, improve efficiency, and reduce manpower requirements;

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object identification and human posture recognition for enhanced security and operational monitoring;

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digital twin solutions enabling real-time visualization and management of facilities; and

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AI-powered analytics intended to optimize maintenance, space utilization, and resource allocation.

In furtherance of these capabilities, Axonex is developing a portfolio of AI-enabled hardware products targeting both consumer and enterprise applications. These include but not limited to: (i) R300, a consumer robotic companion product intended to provide conversational and interactive functionality for personal and household use; (ii) NEX, a humanoid service robot being designed for commercial and industrial productivity applications, including picking, stocking, material handling, and scene-adaptive actions enabled by large language model-based intent recognition and spatial awareness; and (iii) the Patrol Series (Autonomous Security & Facility Management Robots), a line of mobile robots designed for security, patrol, and facility management applications across commercial, industrial, and public-space environments, which can provide 24/7 autonomous monitoring with advanced capabilities including facial recognition, illegal parking detection, loitering and unattended object alerts, thermal imaging, smoke/fire detection, and environmental hygiene monitoring (e.g., overflowing bins, faulty lights).

Axonex’s target client base includes shopping malls, government premises, residential complexes, and warehouses. By leveraging the Group’s design background together with its new technological focus, Axonex intends to offer a holistic approach to property and facility management. Because our AI and Robotics Solutions business is at an early stage of commercialization, there can be no assurance that Axonex will successfully develop or commercialize its product or service offerings, generate meaningful revenue, or achieve profitability. In addition, because Axonex Automation and Axonex Robotics are partially owned by the Group, our ability to direct their business strategy, financial decisions, and operations is subject to the rights of our joint venture partners and the terms of the applicable joint venture arrangements. See “Risk Factors - Risks Relating to Our Business and Operations - The Group’s AI, robotics, and technology business lines are at an early stage of development and may not achieve commercial viability” and “Risk Factors - Risks Relating to Our Business and Operations - We may not be able to implement our business strategies and expansion plans, including our strategic expansion into AI and robotics, effectively to achieve future growth” on pages 29 and 27, respectively.

For the fiscal year ended March 31, 2025, our revenues were approximately $3.3 million, of which 8.6% and 91.4% were generated from our design only services and design and fit out services, respectively. For the fiscal year ended March 31, 2024, our revenues were approximately $ 4.4 million, of which 17.8% and 82.2% were generated from our design only services and design and fit out services, respectively. For the six months ended September 30, 2025, our revenues were approximately $0.99 million, of which 1.0% and 99.0% were generated from our design only services and design and fit out services, respectively. For the six months ended September 30, 2024, our revenues were approximately $1.3 million, of which 40.0% and 60.0% were generated from our design only services and design and fit out services, respectively.

Our Services

A brief description of each of our two major types of services is as follows:

1. Design Services

For design services, our in-house designers understand the needs of individual customers and the industries they are engaged in, conceptualize customers’ design ideas with layout plans and sketches, create tailor-made interior design proposals to cater for individual customers’ industry needs and produce project documentation.

The design proposals are first presented to our customers in the form of a two-dimensional drawing executed by software, namely Adobe and AutoCAD, for their consideration. The drawing generally includes proposed layout, concept sketches, materials, colors, and textures to vividly showcase our creation.

After several rounds of interactive discussions with our customers and modifications of our interior design proposal, we produce a final design proposal in the form of a three-dimensional (“3D”) technical drawing with the assistance of computer-aided design (“CAD”) systems. A 3D CAD system produces the geometry of the site on which individual parts, including rooms, fixtures and furniture can be assembled to represent our final design.

2. Design and Fit out Services

Design and fit out services comprise both the abovementioned design services and our fit out services. It constitutes a majority of our projects for FY2025 and FY2024.

For fit-out services, our project managers observe the progress of their responsible projects and closely supervise the work of subcontractors through regular on-site visits and quality inspections. Their work extends from the commencement of our services, the delivery of the certificate of completion and until the follow-up rectification of defects during the defects liability period of six to twelve months.

Our interior fit out services typically involve: (i) overall project management of the interior fit out works, which involves design implementation, planning, coordination, monitoring and on-site supervision throughout the project and during the defects liability period for rectification of defects; (ii) supervision of the construction and installation of interior fit out works carried out by our subcontractors; (iii) procurement and supply of carpentry/joinery and integral furniture, fixtures and accessories; and (iv) maintenance of the interior fit out works during the defects liability period for the projects which we undertake on an ad-hoc basis. To a lesser extent, we also provide other services, including repair and maintenance works and procurement of furniture and fit out materials etc., to our customers.

Business Model

The following two diagrams illustrate our business model:

Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors and support our long-term growth:

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Experienced management with cross-sector expertise – We are led by a dedicated management team with extensive industry experience and have a strong and experienced in-house design team. Our management team brings experience across interior design, project management, and technology, positioning the Group to execute its strategy of building complementary businesses that share a common foundation in the built environment. The entrepreneurial approach of our senior leadership underpins the Group’s ability to identify and act on strategic opportunities in a dynamic market environment.

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Established operating track record and customer relationships in the Hong Kong interior design and fit-out market – Our interior design and fit-out business has built a portfolio of completed commercial and residential projects across a broad range of industries. Our customer relationships, which are sustained principally through repeat engagements and referrals, reflect the quality and reliability of our project delivery.

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Integrated service capability spanning design and execution – We offer customers both standalone design services and end-to-end design and fit-out solutions, giving us flexibility to serve customers at different stages of a project and to capture value across the full project lifecycle. Our in-house design professionals work alongside a network of approved subcontractors, enabling us to scale project delivery without bearing permanent labor overhead.

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Joint venture network providing complementary technology and market access – We have formed strategic joint ventures with established technology and robotics partners whose capabilities complement our own, giving the Group access to proprietary technology platforms, specialized technical expertise, and established market relationships that would take significant time and capital to develop independently. These partnerships support accelerated product development and commercialization across multiple technology verticals.

Growth Strategies

We intend to execute the following key strategies:

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Stabilize and grow the interior design and fit-out operations – We intend to continue investing in our interior design capabilities, including strengthening our in-house design team, broadening our customer base, and improving customer retention. Our interior design and fit-out business has an operating history dating to 2018 and serves as the revenue foundation of the Group. We aim to pursue higher-value commercial and residential projects that offer better margin profits, and to reduce our dependence on a small number of major customers by broadening our pipeline of new client engagements.

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Expand our geographic reach on a selective basis – While our operations are currently centered in Hong Kong, we intend to explore opportunities to extend our interior design and fit-out business into other geographic markets where demand for design-led commercial fit-out is growing. Any such geographic expansion will be approached selectively, taking into account local market conditions, regulatory requirements, and the availability of suitable talent and partnerships. Since some of our customers are international brands with worldwide retail store coverage, we shall try to secure new overseas design projects from existing customers. In addition, Mr. Chan, our co-founder and a New York licensed architect, will rely on his existing overseas network to procure new customers and projects through our Operating subsidiaries. We believe that business opportunities in relation to potential overseas projects and customers, if materialized, will generate considerable demand for our interior design and fit out services. As of the date of this prospectus, we do not have committed plans or timelines for expansion into any specific new market.

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Expand and deepen AI and robotics commercialization – Since mid-2025, we have been developing a portfolio of AI, robotics, and smart facility management businesses that we believe address a growing demand for technology-driven solutions in property operations and building management across Hong Kong and the Asia Pacific region. We intend to invest in commercializing these capabilities, growing the customer base for our technology products, and expanding deployments in Hong Kong and other markets in the region. The pace and scale of this expansion will depend on the commercial performance of our technology products and our ability to secure the necessary resources, and there can be no assurance that our technology businesses will achieve commercial viability or generate meaningful revenue within any particular timeframe.

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Pursue strategic partnerships and joint ventures to accelerate capability development – We have formed into a number of joint ventures with technology and robotics partners to access their capabilities in areas including robotics design, digital twin technology, drone automation, and consumer AI applications. We intend to continue evaluating strategic partnership opportunities that can accelerate product development, provide access to proprietary technology, and extend our geographic reach, where we believe such partnerships are consistent with the Group’s strategic direction and offer a reasonable prospect of commercial return. We will approach such opportunities with discipline, prioritizing partnerships where the Group’s contribution and the terms of the arrangement are clearly defined.

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Pursue selective acquisitions – We may pursue acquisitions of businesses or assets that are complementary to our existing operations across interior design, construction, and technology. Any such acquisitions will be evaluated on the basis of strategic fit, financial return, and integration risk. As of the date of this prospectus, we have not identified any specific investment or acquisition opportunities, and there can be no assurance that any acquisitions will be completed.

Corporate History and Structure

The following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of this prospectus and on a pro forma basis giving effect to the completion of the share transfer/issuance contemplated by the STG JV Agreement described under “Recent Business Developments.”

Aspiration Group Limited was incorporated on March 5, 2025, as a BVI business company with limited liability. It serves as an intermediate investment holding company within the Group’s structure and has no active operations of its own.

Axonex Intelligence Limited was incorporated on January 10, 2025, as a limited company under the laws of Hong Kong under the name Smartland Capital Limited. It was transferred into the Group as an indirect wholly owned subsidiary through Aspiration Group on August 7, 2025, for administrative purposes and nominal consideration, and was renamed Axonex Intelligence Limited on August 14, 2025. Axonex Intelligence is engaged in the provision of smart facility management solutions integrating robotics, IoT, and AI technologies, serving enterprises, real estate operators, shopping centers, and government agencies in Hong Kong and across the Asia Pacific region.

Axonex Robotics Limited was incorporated on October 30, 2025, as a limited company under the laws of Hong Kong. The Company holds 60% of its issued share capital, with the remaining 40% held by AIMO (HK) Limited, an independent Hong Kong-based robotics company. Axonex Robotics is engaged in robotics design.

Recent Developments

Initial Public Offering

On January 8, 2025, Mint Incorporation Limited, a British Virgin Islands company (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Benjamin Securities, Inc., as the representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment initial public offering (the “IPO”) an aggregate of 1,750,000 Class A Ordinary Shares at an offering price of $4.00 per share. The Company received $8.05 million in gross proceeds from the Offering and the full exercise of the Over-Allotment Option, before deducting underwriting discounts and other estimated expenses payable by the Company.

Over-allotment Option Exercise

On January 10, 2025, the Underwriters exercised the Over-Allotment Option in full to purchase an additional 262,500 Class A Ordinary Shares. On January 13, 2025, the Company closed the IPO and the Over-Allotment Option.

The 2025 Stock Incentive Plan

In March 2025, the Company adopted the 2025 Stock Incentive Plan (the “2025 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2025 Incentive Plan, we are authorized to issue an aggregate of 2,400,000 Class A Ordinary Shares. In May, 2025, the Company issued 2,000,000 Class A Ordinary Shares of the Company under Company’s 2025 Incentive Plan to consultants of the Company as compensation for their continued service in the Company.

Nasdaq Listing Rule 5550(a)(2) Deficiency

The Company received a written notification on December 19, 2025 from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00 per share for at least 30 consecutive business days (the “Minimum Bid Requirement”). The Company was granted a 180-day compliance period, through June 17, 2026, to regain compliance with the Minimum Bid Price Requirement. If, at any time before June 17, 2026, the closing bid price for its Class A Ordinary Shares is at least $1.00 for a minimum of 10 consecutive business days, the Nasdaq will provide us written confirmation of compliance with the Minimum Bid Price Requirement.

Reverse Stock Split

The Company received a written notification from Nasdaq on December 19, 2025, notifying us that we are not in compliance with the Minimum Bid Price Requirement. To regain compliance, our Class A Ordinary Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days by June 17, 2026. In the event the Company does not regain compliance by June 17, 2026, we are eligible for an additional 180 calendar day period to regain compliance with the Minimum Bid Price Requirement. On March 31, 2026, the Board of Directors of the Company approved a reverse stock split of all of the Company’s issued and unissued shares, including the Class A Ordinary Shares with no par value and Class B Ordinary Shares with no par value, at an exchange ratio of one (1) share for ten (10) shares (the “Reverse Stock Split”). The Reverse Share Split primarily served as a mechanism to regain compliance with the Minimum Bid Price Requirement. Our Class A Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, on May 6, 2026, under the existing ticker symbol “MIMI.” As of the date of this prospectus, Nasdaq has not confirmed our compliance with the minimum bid price requirement, and there can be no assurance that we will regain or maintain compliance with the continued listing requirements of Nasdaq.

Change of Directors and Management

On January 26, 2026, Mr. Hoi Lung Chan was appointed as the Chairman of the Board of the Company, effective January 26, 2026.

On January 26, 2026, Mr. Xunze (Tyler) Xiu was appointed as an independent director, a member of the Audit Committee, Nominating Committee and the Compensation Committee, effective January 26, 2026.

Recent Business Developments

Formation of JV with AIMO (HK) Limited

Formation of JV with Synergy Technology Group Limited

Transfers of Cash to and from Our Subsidiary

Mint has no operations of its own. It conducts its operations in Hong Kong through our Operating subsidiaries. Mint may rely on dividends or payments to be paid by our Operating subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If our Operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Cash is transferred through our organization in the following manner: (i) funds are transferred from Mint, our holding company incorporated in BVI, to our Operating subsidiaries in Hong Kong through CKL Holding Limited (“CKL”), our intermediate holding company, in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating subsidiaries in Hong Kong to Mint through CKL. If Mint intends to distribute dividends to its shareholders, it will depend on payment of dividends from the Operating subsidiaries to Mint through CKL in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Mint to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

There is no restriction under the BVI Act on the amount of funding that Mint may provide to its subsidiary in Hong Kong (i.e., Mint to Operating subsidiaries) through loans or capital contributions, provided that such provision of funds is in the best interests of, and of commercial benefit to, Mint. The Operating subsidiaries are also permitted under the laws of Hong Kong to provide funding to Mint through dividend distributions or payments without restrictions on the amount of the funds.

We can distribute accumulated and realized profits (so far as not previously utilized by distribution or capitalization) available for distribution less its accumulated loss (to the extent that they have not been previously written off in a reduction or reorganization of capital) by dividends from our Operating subsidiaries in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolutions of directors, authorize and declare a dividend to shareholders from time to time and of an amount they deem fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of our assets will exceed our liabilities, and Mint will be able to satisfy our debts as they fall due in the ordinary course of business. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

Furthermore, as of the date of this prospectus, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between Mint and its subsidiaries, across borders and to U.S investors, nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries, to Mint and U.S. investors and amounts owed. While the laws and regulations of Mainland China have no impact on our ability to transfer cash or assets between Mint, CKL, or our Operating subsidiaries or to the investors in the U.S, however, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as our Operating Subsidiaries), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assets by the PRC government on the ability of Mint, CKL or our Operating Subsidiaries to transfer cash and/or assets. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Mint, CKL, or the Operating Subsidiaries to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to entities outside of Hong Kong.

Any limitation, if imposed in the future, on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavourably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless. For a more detailed discussion of how the cash is transferred within our organization. See “Risk Factors — Risks relating to our corporate structure — We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, to the extent funds or assets in the business are in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Operating Subsidiaries by the PRC government to transfer cash or assets. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.” on page 39 for further details.

For the fiscal years ended March 31, 2024, 2025, and 2026, the only cash flows and transfers of assets between Mint and its Operating Subsidiaries, and among the subsidiaries, were as follows: (i) During the fiscal year ended March 31, 2026, Mint transferred approximately HK$3,000,000 (US$384,615.38) to Matter International for repayment of intercompany balance, HK$5,000,000 (US$641,025.64) to Axonex Intelligence HK for intercompany loan, and HK$200,000 (US$25,641.03) to Grand Engineering for intercompany loan; (ii) During the fiscal year ended March 31, 2026, Matter International transferred approximately HK$20,000 (US$2,564.10) to Mint; (iii) During the fiscal year ended March 31, 2026, Axonex Intelligence HK transferred approximately HK$51,239.44 (US$6,569.16) to Matter International; (iv) During the fiscal year ended March 31, 2026, Matter International transferred approximately HK$600,000 (US$76,923.08) to Grand Engineering; (v) During the fiscal year ended March 31, 2025, Mint transferred approximately HK$24,000,000 to Matter International for payment of expenses; (vi) During the fiscal year ended March 31, 2025, Matter International transferred approximately HK$790,000 to Mint for expenses related to our initial public offering. These transfers were made as intercompany loans and not as dividend payments or distributions. Mint has not declared or paid any dividends or other distributions to its shareholders, nor have any dividends or distributions been made by our Operating Subsidiaries to Mint (other than the transfer of cash disclosed above). For the fiscal years ended March 31, 2024 and 2025, our Operating Subsidiaries declared aggregate dividends of US$nil and US$nil. Our other subsidiaries have not declared or made any dividends or other distributions to their shareholders in FY2024 or FY2025.

Corporate Information

The SEC maintains a website at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.

Implications of Being a Foreign Private Issuer

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

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we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act.

Permission required from the Hong Kong and PRC authorities

We have been advised by D.Fan & Co., our counsel as to the laws of Hong Kong, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, we and our Operating Subsidiaries are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the United States and issuing our Class A Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by any relevant authorities. As of the date of this prospectus, apart from business registration certificates, we and our Operating Subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate our business. Our Hong Kong Operating Subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate their business in Hong Kong, including but not limited to their business registration certificates.

As advised by our PRC Counsel, China Commercial Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, the Company is not required to obtain permissions or approvals from any PRC authorities for maintaining listing in the United States, including the filings under the Trial Measures, and to issue our Class A Ordinary Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) our Operating Subsidiaries were established and operates in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. As further advised by China Commercial Law Firm, we and our Operating Subsidiaries are not required to obtain any permissions or approvals from any Chinese authorities to operate our business as of the date of this prospectus. No permissions or approvals have been applied for by us or denied by any relevant authority.

Recent Regulatory Development in the PRC

We are a holding company incorporated in the BVI, with substantially all of the operations conducted by our Operating Subsidiaries in Hong Kong and Singapore. We currently do not have, nor do we currently intend to establish, any subsidiary in mainland China, nor do we plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China.

Cybersecurity review

On December 28, 2021, the CAC, jointly with the relevant authorities, formally published the Measures, which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business and this offering in the future.

Our Operating Subsidiaries may collect and store data (including certain personal information) from their customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). As advised by our PRC Counsel, China Commercial Law Firm, we do not expect the Measures to have an impact on our business, operations or this offering, given that (i) our Operating Subsidiaries are incorporated in Hong Kong and Singapore (ii) we have no subsidiary, VIE structure nor any direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). As further advised by our PRC Counsel, China Commercial Law Firm, we believe that our Operating Subsidiaries will not be deemed to be an “Operator” required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries were incorporated in Hong Kong and operates in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, neither the Company nor our Operating Subsidiaries have not been informed by any PRC governmental authority of any requirement that we should file for a cybersecurity review or a CSRC review. Therefore, we do not believe we are covered by the permission requirements from CSRC or CAC.

Data Security Law

The PRC Data Security Law (the “Data Security Law” or “DSL”), which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, DSL applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China that jeopardize the national interest or the public interest of the PRC or the rights and interests of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties, including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this prospectus, we do not have any operations or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities that may endanger the national interest or the public interest of the PRC or the rights and interests of any PRC organization and citizens. Therefore, as advised by our PRC Counsel, China Commercial Law Firm, we do not believe that the Data Security Law is applicable to us.

CSRC Filing or approval

On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006, and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect at the time of this prospectus, we will not be required to submit an application to the CSRC for its approval of this offering and the continued listing and trading of our Class A Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this prospectus, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

On December 24, 2021, the CSRC, together with other relevant PRC government authorities, issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations requires that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.

Since recent statements, laws and regulatory actions by the PRC government are newly published, their interpretation, application, and enforcement are unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. It also remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including those of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive such approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to maintain our listing on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.

As of the date of this prospectus, we have no operations in Mainland China. Our Operating Subsidiaries locate and operate in Hong Kong, a special administrative region of the PRC. As advised by our PRC Counsel, China Commercial Law Firm, we believe that the PRC government does not exert direct influence and discretion over the manner in which we conduct our business activities in Hong Kong, outside of Mainland China, as of the date of this prospectus. We do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on listed overseas using the VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.

Implications of Being an Emerging Growth Company

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may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;

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are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

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will not be required to conduct an evaluation of our internal control over financial reporting.

Holding Foreign Companies Accountable Act

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in California and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards, with the last inspection in November 2021. As of the date of this prospectus, our auditor is not subject to and not affected by the PCAOB’s December 2021 Determination Report.

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors”. The following is a summary of what we view as our most significant risk factors:

Risks Relating to Our Business and Operations

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The interior design and fit-out business is project-based and profitability is dependent on the negotiated terms under each project agreement. (See page 22)

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The cost of sales of our operating subsidiaries has historically fluctuated. If we experience any significant increase in cost of sales, gross profit margin might decrease and our business operations and financial position might be materially and adversely affected. (See page 22)

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Inaccurate project cost estimates or cost overruns could adversely affect our results of operations. (See page 22)

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We invest significant time and cost in the design stage of a project and there is a risk that a customer may reject the design proposal. (See page 23)

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Our operating subsidiaries rely heavily on recurring customers and referrals, and their means of obtaining new business is limited. The number of recurring customers has declined significantly. (See page 23)

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A significant portion of the revenues of Matter International has been derived from a limited number of major customers. The concentration of revenue from a few major customers means that the loss of business from any of them could have a significant adverse impact on our business and financial performance. (See page 23)

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Our ability to retain customers depends on our ability to anticipate and respond to their interior design preferences and operational requirements. (See page 23)

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The Group is exposed to liquidity risk and the credit risk of its customers. (See page 24)

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Our operating subsidiaries are subject to quality, safety, and environmental standards, and any failure to meet these standards could result in remediation costs and reputational harm. (See page 24)

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Our business depends on the positive perception of our quality by customers and multiple stakeholders. (See page 24)

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Negative publicity could harm our business. (See page 24)

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We may face warranty claims and product liability exposure from customers and end-users. (See page 24)

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We depend on our core management personnel. The concentration of authority in a single individual as both Chairman and Chief Executive Officer heightens our key-person risk. (See page 25)

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Our operating subsidiaries’ performance depends on designers, engineers, technology specialists, and other skilled workers. Retaining and recruiting such personnel is challenging. (See page 25)

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Our fit-out and construction operations are labor-intensive and reliant on subcontractors. Labor shortages or cost increases could adversely affect our results. (See page 25)

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We depend on materials suppliers and subcontractors. Any disruption to these relationships could adversely affect our business. (See page 25)

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Our subcontractors’ failure to comply with applicable laws and regulations could expose us to liability. (See page 25)

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Our business depends on seamless communication and cooperation among our staff and across our operating subsidiaries. (See page 26)

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Disruptions to our supply chains, including for technology hardware, semiconductors, and robotics components, could have a material adverse effect on our operating and financial results. (See page 26)

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Epidemics, natural disasters, political unrest, or other force majeure events could disrupt our operations and adversely affect our results. (See page 26)

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Industrial accidents at work sites could expose us to liability and reputational harm. (See page 26)

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Our insurance coverage may be insufficient to cover all losses we may incur. (See page 26)

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We may be unable to protect our intellectual property rights, including technology IP developed through joint ventures. (See page 27)

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We may be subject to intellectual property disputes, including in respect of AI, robotics, and software technologies. (See page 27)

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We are in the process of registering trademarks for multiple brands and, therefore, rely on common law protection until registration is complete. (See page 27)

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We may not be able to implement our business strategies and expansion plans, including our strategic expansion into AI and robotics, effectively to achieve future growth. (See page 27)

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We may face legal disputes and proceedings in the ordinary course of our business. (See page 28)

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We may not be successful in integrating newly established or acquired businesses with our existing operations. (See page 28)

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Any disruption to our IT systems and infrastructure could adversely affect our business. (See page 28)

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Cybersecurity risks have increased materially as a result of the Group’s expansion into AI, IoT-enabled smart facility management, and connected robotics systems. (See page 28)

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The Group’s AI, robotics, and technology business lines are at an early stage of development and may not achieve commercial viability. (See page 29)

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U.S. export controls, technology restrictions, and geopolitical tensions may adversely affect the Group’s ability to procure technology components and develop its AI and robotics products. (See page 29)

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Increased regulatory scrutiny of U.S.-listed companies with operations in Hong Kong and China, and related legislative and regulatory developments, may create uncertainties for our business, share price, and reputation. (See page 29)

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Unfavorable scrutiny or allegations directed at U.S.-listed companies with operations in Hong Kong and China could affect us even if such scrutiny or allegations are not directed at or applicable to us specifically. (See page 30)

Risks Relating to Doing Business in the Jurisdictions in which the Operating Subsidiaries Operate

We face risks and uncertainties relating to doing business in Hong Kong in general, including, but not limited to the following:

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Substantially all of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiaries in Hong Kong may be subject to certain PRC laws and regulations, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, laws, regulations, rules, and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain. (See page 31)

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There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. (See page 33)

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Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business. (See page 36)

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If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. (See page 36)

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The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries, which represent substantially all of our business. (See page 37)

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The enforcement of laws and rules and regulations in PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering. (See page 37)

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There are political risks associated with conducting business in Hong Kong. (See page 38)

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Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. (See page 38)

Risks Relating to Our Corporate Structure

There are risks and uncertainties relating to our corporate structure, including, but not limited to, the following:

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We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, to the extent funds or assets in the business are in Hong Kong or a Hong Kong entity, funds or assets may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Operating Subsidiaries by the PRC government to transfer cash or assets. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. (See page 39)

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It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of the PRC, including Hong Kong. (See page 39)

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You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management based on Hong Kong laws. (See page 40)

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As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.. (See page 40)

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The laws of BVI provide limited protections for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the U.S. if the shareholders are dissatisfied with the conduct of our affairs. (See page 41)

Risks Relating to our Class A Ordinary Shares and this Offering

There are risks and uncertainties relating to our Class A Ordinary Shares, including, but not limited to the following:

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Our Class A Ordinary Shares may be delisted or prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. (See page 41)

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Regulatory developments and market scrutiny relating to companies with operations in China or Hong Kong may affect investor perception of our Company and the trading price of our shares. (See page 42)

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Negative publicity, market commentary, regulatory inquiries or allegations involving us or similarly situated companies could adversely affect our reputation, business and share price. (See page 43)

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We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Share, and could result in substantial losses to you. (See page 43)

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We have a dual-class share structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Such dual-class share structure will limit your ability to influence corporate matters, and allow our directors, officers and principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders, which could severely limit the ability of other shareholders to influence certain matters requiring shareholder approval and, as a result, we may take actions that our other shareholders do not view as beneficial. (See page 45)

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If we fail to maintain our Nasdaq listing, we may face increased regulatory burdens and reduced investor protections on over-the-counter markets. (See page 45)

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Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. (See page 46)

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You will experience immediate and substantial dilution in the net tangible book value of the Class A Ordinary Shares purchased. (See page 47)

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You must rely on price appreciation of our Class A Ordinary Shares for return on your investment because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors. (See page 47)

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The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price. (See page 47)

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We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively. (See page 47)

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Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders. (See page 47)

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If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline. (See page 48)

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There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences. (See page 48)

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If we fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline. (See page 49)

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We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors. (See page 50)

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We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company. (See page 50)

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. (See page 51)

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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. (See page 51)

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Nasdaq’s newly amended Low Price Requirement may result in immediate suspension and delisting of our Class A ordinary shares without a cure period if our share price falls to $0.10 or less for 10 consecutive trading days. (See page 51)

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Nasdaq has proposed a new $5 million minimum market value continued listing requirement that, if approved, could result in immediate suspension and delisting of our Class A ordinary shares without any cure period or opportunity to regain compliance. (See page 52)

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We cannot predict the effect our dual-class structure may have on the market price of our Class A Ordinary Shares. (See page 52)

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in this section and under the heading “Risk Factors” contained in any applicable prospectus supplement and under similar headings in our 2025 Annual Report, as updated by our subsequent filings, some of which are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus forms a part. Each of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. For more information, see “Where You Can Find Additional Information” and “Incorporation of Certain by Reference.”

Risks Relating to Our Business and Operations

The interior design and fit-out business is project-based and profitability is dependent on the negotiated terms under each project agreement.

The interior design and fit-out business is project-based and profitability is dependent on the negotiated terms under each project agreement, and may vary from project to project. The overall gross profit margin is also affected by the Group’s strategies from time to time, and Matter International’s past performance does not indicate future performance.

For the six months ended September 30, 2025, Matter International’s total revenues declined by approximately 26.2% year-over-year to approximately $988,398, while gross margin compressed sharply from approximately 34.5% to approximately 4.4%, primarily reflecting a shift in service mix from higher-margin design-only engagements toward more cost-intensive fit-out projects. This deterioration illustrates the sensitivity of the Group’s financial results to project mix and pricing decisions under individual project agreements, and there can be no assurance that gross margins will recover in future periods.

In addition, the Group’s more recently established operating subsidiaries, including those engaged in smart facility management, robotics design, and residential interior design, have limited operating histories, and their future profitability and margin profiles are subject to greater uncertainty than those of the established interior design business.

The cost of sales of our operating subsidiaries has historically fluctuated. If our operating subsidiaries experience any significant or material increase in cost of sales, their gross profit margin might decrease and the business operations and financial position might be materially and adversely affected.

As demonstrated by the results for the six months ended September 30, 2025, in which gross margin fell from approximately 34.5% to approximately 4.4%, cost of revenue increases, driven by a change in service mix toward fit-out projects and higher direct project costs, can materially and rapidly erode profitability. The Group may not always be able to pass increased costs on to its customers, particularly in competitive tender situations or where project contracts have been agreed on a fixed-price basis.

The Group’s more recently established technology-oriented subsidiaries will also incur research and development costs, hardware procurement costs, and technology integration costs, the levels of which are uncertain and may increase as those businesses develop.