F-1 1 formf-1.htm F-1

As filed with the U.S. Securities and Exchange Commission on December 15, 2025

Registration No. 333-

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

Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CLICK HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands		7361		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
+852 3758 2780

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

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
+1 800-221-0102

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

Copies to:

Lawrence S. Venick, Esq.
Loeb & Loeb LLP 2206-19
Jardine House 1 Connaught Place
Central 2802
Hong Kong SAR
Telephone: +1 310-728-5129

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

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

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

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

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

Emerging growth company ☒

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

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

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

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

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION DATED December 15, 2025

CLICK HOLDINGS LIMITED

2,282,460 Class A Ordinary Shares to be sold by the Selling Shareholders

This prospectus relates to the offer and resale by the Selling Shareholders identified in this prospectus, of up to 2,282,460 Class A Ordinary Shares, of no par value, of Click Holdings Limited. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CLIK.” On December 12, 2025, the last reported sale price of our Class A Ordinary Shares on Nasdaq was US$5.61 per share.

The Selling Shareholders are identified in the table commencing on page 30 of this prospectus. The Selling Shareholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices. No underwriter or other person has been engaged to facilitate the sale of the Class A Ordinary Shares in this offering. The Selling Shareholders may be deemed underwriters of the Class A Ordinary Shares that it is offering. We will not receive any of the proceeds from such sales of the Class A Ordinary Shares. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their sale of Class A Ordinary Shares. See “Plan of Distribution” beginning on page 31.

We are a “controlled company” as defined under the Nasdsaq Listing Rules, because our Controlling Shareholders control approximately 69.71% of the total voting power of our Company. As a result, our Controlling Shareholders can control the outcome of matters submitted to the shareholders for approval. Additionally, we may elect to take advantage of certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. See “Prospectus Summary — Implications of Being a Controlled Company.”

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

We are not a Chinese operating company, but an offshore holding company incorporated in the British Virgin Islands. As a holding company with no material operations of our own, we conduct our operations through our operating companies in Hong Kong, JFY Corporate Services Company Limited (“JFY Corporate”), Click Services Limited (“Click Services”) and Care U Professional Nursing Service Limited (“Care U”), respectively. The Company’s ownership interest in JFY Corporate and Click Services is held through intermediate companies in BVI. Investors in our Shares should be aware that they will not be purchasing equity interests in Hong Kong operating companies directly, but rather are purchasing equity solely in our BVI holding company, which indirectly owns equity interests in the operating companies. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of risks facing the Company and the offering as a result of this structure.

Our operations are solely located in Hong Kong, a special administrative region of the People’s Republic of China (“China” or the “PRC”), with its own governmental and legal system that is independent from mainland China, including having its own distinct laws and regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. However, because our operations are primarily located in Hong Kong, we are still subject to certain legal and operational risks associated with our operating subsidiaries, JFY Corporate, Click Services and Care U being based in Hong Kong. Additionally, the legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations 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 JFY Corporate, Click Services and Care U, given the substantial operations of our operating subsidiaries in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard.

Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

	●	could result in a material change in our operations and/or the value of our securities;

	●	could significantly limit or completely hinder our ability to continue our operations;

	●	could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and

	●	may cause the value of our securities to significantly decline or be worthless.

We are aware that recently, the PRC government has initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulatory 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 subsidiaries’ daily business operations, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on U.S. or other foreign exchanges. The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers. The PRC government may also intervene or impose restrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Furthermore, PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from PRC authorities before this offering. These actions could result in a material change in our operations and could significantly limit or completely hinder our ability to complete this offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Substantially all of our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. The enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operating subsidiaries’ operations at any time, or may exert more control over securities offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operating subsidiaries’ operations and/or the value of the Shares.”

As of the date of this prospectus, our Company, JFY Corporate, Click Services and Care U are not required to obtain any permissions or approvals from Hong Kong authorities before 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, JFY Corporate, Click Services and Care U do not require any requisite permissions or approvals from the Hong Kong authorities to operate its businesses. All of our Hong Kong 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.

We believe that based on PRC laws and regulations effective as of the date of this prospectus, our operations in Hong Kong and our registered public offering in the United States are not subject to the review nor prior approval of the China Securities Regulatory Commission (the “CSRC”), because (i) we do not have any business operations within the PRC; and (ii) we are not regarded as a Chinese domestic enterprise and do not meet any of the conditions stipulated by the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, governing China-based entities. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. No permissions or approvals have been applied for by the Company or denied by any relevant authority. 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 and that we are required to obtain such permissions or approvals, or (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, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of such securities to significantly decline or be worthless and even delisting. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future. See “Risk Factors — Risks Related to Doing Business in Hong Kong — We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations 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.”

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect the books of our auditors for two consecutive years. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As a result, the time period before our Company’s securities may be prohibited from trading or delisted has been decreased accordingly. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, SFAI Malaysia PLT, is registered with the PCAOB. Our auditor is subject to laws in the United States (“U.S.”) pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards, with the last inspection occurring in 2022. In addition, our auditors did not appear as part of the PCAOB’s report of determinations under the lists in Appendix A or Appendix B of the report issued by the PCAOB on December 16, 2021. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in mainland China and Hong Kong and 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. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. Our auditor, SFAI Malaysia PLT, has no auditor’s work papers in China as of the date of this prospectus. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB indicated it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Recent joint statement by the SEC and PCAOB, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.”

We conduct substantially all of our operations in Hong Kong through our Hong Kong subsidiaries, JFY Corporate, Click Services and Care U. Accordingly, substantially all our cash and assets are denominated in HKD. JFY Corporate, Click Services and Care U are our operating subsidiaries located in Hong Kong, and the other subsidiaries, Booming Voice, Diligent Yield, Top Spin and Performance Plus, are intermediate holding companies with no operations of its own. Cash generated from JFY Corporate, Click Services and Care U have not been used to fund the operation of Booming Voice, Diligent Yield, Top Spin and Performance Plus. As of the date of this prospectus, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There can be no assurance that the Hong Kong government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. See “Risk Factors — We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kong subsidiaries” on page 4 and “Dividend Policy” for further details.”

No dividend was approved and declared for the year ended June 30, 2025. See “Dividend Policy.”

As we are a holding company, our ability to make dividend payments, if any, would be contingent upon our receipt of funds from our operating subsidiaries, JFY Corporate, Click Services and Care U through intermediate holding companies.

We are an “emerging growth company” and a “foreign private issuer” as defined under the 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 a Foreign Private Issuer” for additional information.

Neither the Securities and Exchange 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.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

The date of this prospectus is [ ], 2025.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	9
RISK FACTORS	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	26
USE OF PROCEEDS	27
DIVIDEND POLICY	28
CORPORATE HISTORY AND STRUCTURE	29
SELLING SHAREHOLDERS	30
PLAN OF DISTRIBUTION	31
DESCRIPTION OF SHARES AUTHORIZED TO ISSUE	33
EXPENSES RELATED TO THE OFFERING	39
LEGAL MATTERS	40
EXPERTS	40
WHERE YOU CAN FIND ADDITIONAL INFORMATION	40
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	41

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

We do not recommend that you purchase our Shares unless you have prior experience with investments in capital markets, possess basic knowledge of the human resources and staffing solutions industry, and have received independent professional advice.

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

	●	“Articles,” or “Articles of Association” are to the second amended and restated articles of association of the Company (as amended from time to time) adopted on April 14, 2025 and as amended, supplemented and/or otherwise modified from time to time;

	●	“BVI” refers to British Virgin Islands;

	●	“Booming Voice” refers to Booming Voice Limited, a business company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of the Company and the direct holding company of JFY Corporate;

	●	“Care U” refers to Care U Professional Nursing Service Limited, a company incorporated in Hong Kong with limited liability, and an indirect non-wholly owned operating subsidiary of our Company;

	●	“China,” or the “PRC” refers to the People’s Republic of China, including Hong Kong and the Macau Special Administrative Region. For reference to specific laws and regulations adopted by the PRC, the definition of “China” or the “PRC” refers to the People’s Republic of China, excluding Hong Kong and the Macay Special Administrative Region;

	●	“Click Services” refers to Click Services Limited, a company incorporated in Hong Kong with limited liability, and an indirect wholly-owned operating subsidiary of the Company;

	●	“Click Holdings,” “the Company,” or “our Company” refers to Click Holdings Limited, a business company incorporated in the BVI with limited liability under the BCA on January 31, 2024;

	●	“BCA” refers to the BVI Business Companies Act (Revised) of the BVI, as amended, supplemented or otherwise modified from time to time;

	●	“Class A Ordinary Shares” refers to our Company’s Class A ordinary shares of no par value;

	●	“Class B Ordinary Shares” refers to our Company’s Class B ordinary shares of no par value;

	●	“Controlling Shareholders” refers to Mr. Chan Chun Sing and his spouse, the ultimate beneficial owners who own 69.71% of the total voting power of our Company;

	●	“CSRC” refers to China Securities Regulatory Commission of the PRC;

	●	“Diligent Yield” refers to Diligent Yield Investment Development Limited, a business company incorporated in the BVI, a direct wholly-owned subsidiary of the Company and the direct holding company of Click Services;

	●	“Exchange Act” refers to the US Securities Exchange Act of 1934, as amended;

	●	“Group,” “our,” “us,” or “we” refers to the Company and its subsidiaries at the relevant time, and where the context so requires, in respect of the period prior to the Company becoming the holding company of its present subsidiaries, such subsidiaries of the Company at the relevant time;

	●	“HK$,” “HKD,” or “HK dollars” refers to the lawful currency of Hong Kong;

	●	“Hong Kong laws” refers to all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law in Hong Kong from time to time;

	●	“Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC;

	●	“JFY Corporate” refers to JFY Corporate Services Company Limited, a company incorporated in Hong Kong with limited liability, and an indirect wholly-owned operating subsidiary of the Company;

	●	“mainland China” refers to the mainland of the People’s Republic of China, excluding Hong Kong and the Macau Special Administrative Region;

	●	“Performance Plus” refers to Performance Plus Enterprises Limited, a business company incorporated in the BVI with limited liability, an indirect non-wholly-owned subsidiary of our Company and the direct holding company of Care U;

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

	●	“PCAOB” refers to Public Accounting Oversight Board;

	●	“SEC” refers to the United States Securities and Exchange Commission;

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

	●	“Top Spin” refers to Top Spin Investment Company Limited, a business company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of our Company and the direct non-wholly owned holding company of Performance Plus.

	●	Experienced management team;

	●	Solid customer base and established reputation;

	●	In-house team of skilled accounting and finance experts; and

	●	Extensive and diversified talent pool registered with us.

	●	Enhance business operational efficiency;

	●	Strengthen brand visibility and expand talent pool;

	●	Expansion of in-house team of accounting and finance experts; and

	●	Horizontal integration by way of acquisition.

	●	Recent joint statement by the SEC and PCAOB, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

	●	We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kong subsidiaries.

	●	A downturn in the Hong Kong or global economy, or a change in economic and political policies of the PRC, could materially and adversely affect our Hong Kong operating subsidiaries’ business and financial condition.

	●	Substantially all of our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. The enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operating subsidiaries’ operations at any time, or may exert more control over securities offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operating subsidiaries’ operations and/or the value of the Shares.

	●	It may be difficult for overseas and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.

	●	Although we are based in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our Hong Kong operating subsidiaries’ business operations, this offering and our reputation, and could result in a loss of your investment in our Class A Ordinary Shares if such allegations cannot be addressed and resolved favorably.

	●	Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to additional disclosure requirements.

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

	●	We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations 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.

	●	Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our Class A Ordinary Shares.

	●	The enforcement of laws and rules and regulations in China 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 that could limit the availability of legal protections, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares.

	●	You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

	●	Certain judgments obtained against us by our shareholders may not be enforceable.

	●	Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, where the majority of our customers reside.

	●	The price of our Class A Ordinary Shares may be volatile, and you may lose all or part of your investment. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

	●	Volatility in our Share price may subject us to securities litigation.

	●	If we fail to meet applicable listing requirements, Nasdaq Capital Market 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.

	●	We may experience extreme volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.

	●	Our Controlling Shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders.

	●	Nasdaq Capital Market may apply additional and more stringent criteria for our continued listing because we had a small public offering and our insiders hold a large portion of our listed securities.

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

	●	Investors may have difficulty enforcing judgments against us, our directors and management.

	●	The laws of the British Virgin Islands relating to the protection of the interest of minority shareholders are different from those in the U.S.

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

	●	Our status as a foreign private issuer under the Nasdaq Capital Market Company Guide will allow us to adopt certain home country practices in relation to corporate governance matters which may differ significantly from the Nasdaq Capital Market corporate governance listing standards applicable to a U.S. domestic Nasdaq Capital Market listed company.

	●	We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

	●	We will incur increased costs as a result of being a public company.

	●	Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

	●	We will incur increased costs after we cease to qualify as an “emerging growth company.”

	●	As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

	●	There can be no assurance we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares.

	●	an exemption from the rule that a majority of our board of directors must be independent directors;

	●	an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

	●	an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

	●	the option to include in this prospectus only two years of audited financial statements and selected financial data and only two years of related disclosure;

	●	reduced executive compensation disclosure; and

	●	an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in the assessment of our ICFR.

	●	the last day of our fiscal year during which we have total annual revenue of at least $1.235 billion;

	●	the last day of our fiscal year following the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act;

	●	the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or

	●	the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which, among other things, would occur if the market value of our Shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

	●	the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

	●	the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

	●	the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and

	●	Regulation Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers.

	●	the majority of our executive officers or directors are U.S. citizens or residents;

	●	more than 50% of our assets are located in the U.S.; or

	●	our business is administered principally in the U.S.

Securities that may be offered and sold from time to time by the Selling Shareholders		We are registering for resale by the Selling Shareholders up to 2,282,460 Class A Ordinary Shares

Number of Shares outstanding prior to the offering		3,263,033 Shares comprising 2,935,986 Class A Ordinary Shares and 327,047 Class B Ordinary Shares

Number of Shares issued and outstanding after the offering		3,263,033 Shares comprising 2,935,986 Class A Ordinary Shares and 327,047 Class B Ordinary Shares

Terms of the offering		The Selling Shareholders will determine when and how they will dispose of the Class A Ordinary Shares registered under this prospectus for resale.

Listing		Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “CLIK”.

Use of proceeds		We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.

Risk factors		See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before deciding to invest in our Class A Ordinary Shares.

	●	actual or anticipated fluctuations in results of operations;

	●	actual or anticipated changes in our growth rate relative to our competitors, as well as announcements by us or our competitors of significant business developments, changes in relationships with our target customers, vendors, acquisitions or expansion plans;

	●	failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public, as well as variance in our financial performance from the expectations of market analysts;

	●	issuance of new or updated research or reports by securities analysts;

	●	Share price and volume fluctuations attributable to inconsistent trading volume levels of our Shares;

	●	additions or departures of key management or other personnel;

	●	our involvement in litigation;

Name	Background	Ownership
Diligent Yield	Incorporated on October 1, 2021 under the laws of the BVI as an investment holding company.	100% owned by Click Holdings
Booming Voice	Incorporated on October 25, 2023 under the laws of the BVI as an investment holding company.	100% owned by Click Holdings
Top Spin	Incorporated on February 20, 2025 under the laws of the BVI as an investment holding company.	100% owned by Click Holdings
Performance Plus	Incorporated on July 1, 2014 under the laws of the BVI as an investment holding company.	80% owned by Top Spin

	Class A Ordinary Shares
Name	Number Beneficially Owned Prior to Offering		Number Registered for Sale Hereby		Number Beneficially Owned After Offering		Percent Owned After Offering
Mr. Yau Sze Yeung⁽¹⁾		977,009		977,009		0		0
Sustainable Value Investments Holdings Limited⁽²⁾		877,675		877,675		0		0
Mr. Yu Kwok Fai		232,256		232,256		0		0
Baba Yaga Investments Limited⁽³⁾		130,000		130,000		0		0
Classic Impact Limited⁽⁴⁾		65,520		65,520		0		0
Total		2,282,460		2,282,460		0		0

(1)	Mr. Yau Sze Yeung holds 977,009 Class A Ordinary Shares, comprising (i) 99,334 Class A Ordinary Shares held directly; and (ii) 877,675 Class A Ordinary Shares held indirectly through Synergy Dynamics Investment Holdings Limited. Synergy Dynamics Investment Holdings Limited, a British Virgin Islands company with the registered address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, is wholly owned by Mr. Yau Sze Yeung.
(2)	The registered address of Sustainable Value Investments Holdings Limited, a British Virgin Islands company, is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.
(3)	The registered address of Baba Yaga Investments Limited, a company incorporated under the laws of Hong Kong with limited liability, is 24/F, Siu On Centre, 188 Lockhart Road, Wan Chai, Hong Kong.
(4)	The registered address of Classic Impact Limited, a British Virgin Islands company, is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Ms. Leung Wing Shan, spouse of Mr. Chan Chun Sing, beneficially owns 65,520 Shares through her 100% ownership of Classic Impact Limited.

Itemized expense	Amount
SEC registration fee	$	1,838
Legal fees and expenses		32,000
Accounting fees and expenses		10,000
Miscellaneous		5,000
Total	$	48,838

●	Our Annual Report on Form 20-F as of June 30, 2025, as filed with the SEC on October 24, 2025; and
●	Our Registration Statements on Form F-1 as filed with the SEC on September 3, 2024 and March 27, 2025 (to the extent expressly incorporated by reference into our effective registration statements filed by us under the Securities Act).

●	Report of Independent Registered Public Accounting Firm (PCAOB ID: 07167);
●	Consolidated Balance Sheets as of June 30, 2024 and 2025;
●	Consolidated Statements of Operations for the year ended December 31, 2023, the six months ended June 30, 2024 and the year ended June 30, 2025;
●	Consolidated Statement of Charges in Equity for the year ended December 31, 2023, the six months ended June 30, 2024 and the year ended June 30, 2025
●	Consolidated Statements of Cash Flows for the year ended December 31, 2023, the six months ended June 30, 2024 and the year ended June 30, 2025; and
●	Notes to the Consolidated Financial Statements.

Exhibit No.		Description
3.1		Second Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of to Form 6-K filed with the Securities and Exchange Commission on April 30, 2025)
4.1		Specimen certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of the registration statement on Form S-8, filed with the Securities and Exchange Commission on April 29, 2025)
5.1		Opinion of Ogier regarding the validity of the Shares being registered*
10.1		Tenancy Agreement, dated July 26, 2022, between Click Services Limited, JFY CPA Limited and Harbour City Estates Limited (incorporated by reference to Exhibit 10.1 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
10.2		Banking Facilities dated March 31, 2023 between Click Services Limited and DBS Bank (Hong Kong) Limited (incorporated by reference to Exhibit 10.2 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
10.5		Employment Agreement, dated August 1, 2024, between the Company and Chan Chun Sing (incorporated by reference to Exhibit 10.5 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
10.6		Form of Director Letter between the Company and its independent directors (incorporated by reference to Exhibit 10.6 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
10.7		Form of Employment Agreement between the Company and its executive officers (incorporated by reference to Exhibit 10.7 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
21.1		List of subsidiaries of the Company*
23.1		Consent of SFAI Malaysia PLT*
23.2		Consent of Ogier (included in Exhibit 5.1)*
24.1		Power of Attorney (included in the signature page to the Form F-1)
99.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
99.2		Insider Trading Policy (incorporated by reference to Exhibit 99.2 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
99.3		Clawback Policy (incorporated by reference to Exhibit 99.3 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
99.4		Audit Committee Charter (incorporated by reference to Exhibit 99.4 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
99.5		Nominating Committee Charter (incorporated by reference to Exhibit 99.5 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
99.6		Compensation Committee Charter (incorporated by reference to Exhibit 99.6 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024)
107		Calculation of Filing Fee Table*

	CLICK HOLDINGS LIMITED

	By:	/s/ Chan Chun Sing
		Chan Chun Sing
		Chief Executive Officer

Signatures	Title	Date

/s/ Chan Chun Sing	Chairman,	December 15, 2025
Chan Chun Sing	Director, Chief Executive Officer
	(Principal Executive Officer)

/s/ Siu Iu	Chief Financial Officer	December 15, 2025
Siu Iu	(Principal Accounting and Financial Officer)

/s/ Tse Wah Ping	Director	December 15, 2025
Tse Wah Ping

/s/ Chik Wai Chun	Director	December 15, 2025
Chik Wai Chun

/s/ Lam Kai Yuen	Director	December 15, 2025
Lam Kai Yuen

	Cogency Global Inc.

	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

SEC Form F-1 filed by Click Holdings Limited