F-1/A: Zi Yun Dong Fang Limited Files for IPO

Zi Yun Dong Fang Limited, a Cayman Islands holding company, has filed an amendment to its F-1 registration statement for an initial public offering of 3,000,000 ordinary shares.

Summary

• Zi Yun Dong Fang Limited, a holding company incorporated in the Cayman Islands, is planning an initial public offering (IPO) of 3,000,000 ordinary shares.
• The company's principal place of business is in Hong Kong, and its operations are conducted through its wholly-owned Hong Kong subsidiary, Ziyun Oriental Consulting Management Limited.
• Ziyun Oriental provides advisory and consulting services, focusing on assessing and researching investment feasibility in Southeast Asia, particularly Vietnam and Thailand.
• The estimated IPO price per share is between US$4.00 and US$6.00.
• The company intends to list its ordinary shares on the Nasdaq Capital Market or the New York Stock Exchange American under the symbol YLY.
• The filing details significant risks related to the company's business, corporate structure, and the jurisdictions in which it operates, including potential PRC government influence and regulatory changes.
• The company has no operating history and has not generated any revenue.
• General and administrative expenses decreased significantly in the six months ended November 30, 2025, compared to the same period in the prior year, primarily due to the absence of IPO-related audit fees.
• Net income for the six months ended November 30, 2025, was $644,405, an increase from $218,833 in the prior year period.
• For the year ended May 31, 2025, total revenues increased by 22.6% to $2,732,998, while net income decreased to $789,020 from $1,062,270 in the prior year.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as cautiously optimistic. While there is revenue growth and a clear strategy, the company is newly formed with no operating history, significant customer concentration, and substantial risks related to its operating environment and management experience.

Positives

• Revenue growth of 22.6% for the year ended May 31, 2025, reaching $2,732,998.
• Significant increase in site visiting services revenue by 159.1% for the year ended May 31, 2025.
• Strong gross profit margins, with 72.1% for the six months ended November 30, 2025, and 73.2% for the year ended May 31, 2025.
• Net income for the six months ended November 30, 2025, increased to $644,405 from $218,833 in the prior year period.
• General and administrative expenses decreased by 42.6% for the six months ended November 30, 2025, due to reduced IPO-related costs.
• The company has a clear strategy for business expansion, including digitization, geographic broadening, and compliance improvement.
• The company has a customer-centric approach and focuses on personalized service delivery.

Negatives

• The company is newly formed with no operating history and has not generated any revenue.
• Significant customer concentration exists, with top customers accounting for a large portion of revenue.
• The company is dependent on third-party service providers, which could lead to operational disruptions.
• The company's management team lacks experience in managing a U.S. public company.
• The company's financial performance is subject to risks associated with the economic and political conditions in Hong Kong and China.
• The company has a limited number of employees, with all 7 full-time employees stationed in Hong Kong as of November 30, 2025.
• The company has not adopted or maintained any cash management policies and procedures.
• The company's net tangible book value per share after the offering is expected to be $0.80, indicating significant dilution for new investors.
• The company does not expect to pay cash dividends in the foreseeable future.

Risks

• The company is a newly formed entity with no operating history and has not generated any revenue, making the investment highly risky.
• The company is dependent on a small group of customers for most of its revenue, and failure to expand its customer base could hinder growth.
• The company relies on third-party service providers, and disruptions to these relationships could impact its ability to serve clients.
• The company's operations are based in Hong Kong, making it subject to potential PRC government influence and regulatory changes that could adversely affect its business.
• The company's management team lacks experience in managing a U.S. public company, which could lead to challenges in compliance and operations.
• The company's auditor is subject to PCAOB inspections, and future inability of the PCAOB to inspect auditors in China or Hong Kong could lead to delisting risks.
• The trading price of the company's ordinary shares may be volatile, leading to substantial losses for investors.
• The company may not be able to adequately protect its intellectual property or may be subject to infringement claims.
• The company does not currently have insurance coverage for all risks related to its business and operations.
• The company's growth prospects may be limited if it does not successfully implement its future plans and growth strategy.
• The company may be subject to litigation from time to time in the ordinary course of business.
• Acts of God, acts of war, epidemics, and other disasters could materially and adversely affect the company's business.
• Technology failures or security breaches could disrupt operations and negatively impact the business.
• Failure to comply with cybersecurity, data privacy, or other data-related laws and regulations could adversely affect the company's business.
• The company may be affected by the currency peg system in Hong Kong.
• The company's controlling shareholder, Zixiao Hui, has significant influence over corporate matters, which could lead to conflicts of interest.
• The company may be deemed a controlled company and may elect to rely on exemptions from certain corporate governance requirements, potentially affording less protection to shareholders.

Future Outlook

The company plans to use the net proceeds from the offering for business expansion and brand promotion, including investing in technical infrastructure like AI predictive analysis, building a high-quality team, conducting market research, optimizing services, and enhancing its website and social media presence. The company aims to expand its service network to all major economies in Southeast Asia within the next three years.

Management Comments

• Mr. Hui has significant experience in founding enterprises, entrepreneurship and enterprise management.
• The Company believes Mr. Hui's vast business experience qualifies him to serve on our board of directors.
• The Company believes Mr. Yick's vast legal experience and expertise qualifies him to serve on our board of directors.
• The Company believes Mr. Tong's experience in the financial industry qualifies him to serve on our board of directors.
• The Company believes Mr. Zhang's experience with capital markets qualifies him to serve on our board of directors.
• Management believes that using an incremental borrowing rate of the Hong Kong Prime Rate 6.125% plus Margin 1% p.a. was the most indicative rate of the Companys borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company was 7.125%.

Industry Context

StockSavvy.ai notes that the business management consulting services market is experiencing significant growth driven by digital transformation initiatives. Companies are increasingly seeking external expertise to navigate complex changes in technology, processes, and organizational structures. The strategy consulting segment is a major contributor to market share, focusing on critical business concerns like market positioning and competitive advantage. North America currently dominates the market, but the demand for consulting services is global, with Asia-Pacific showing strong growth potential.

Corporate Governance

Legal Proceedings

• In the opinion of management, there were no pending or threatened claims and litigation as of November 30, 2025, May 31, 2025, and through the issuance date of the financial statements.

Related Party Transactions

• Amount due to shareholders: Mr. Zixiao Hui ($403,936 as of Nov 30, 2025) and Ms. Na Li ($185,707 as of Nov 30, 2025).
• Amount due to related parties: Jiangsu Yalu Cloud Enterprise Management Consulting Co., Ltd. ($28,545 as of Nov 30, 2025).
• Staff costs paid to Jiangsu Yalu Cloud Enterprise Management Consulting Co.,Ltd. for cost of revenues ($5,130 for six months ended Nov 30, 2025) and general and administrative expenses ($10,984 for six months ended Nov 30, 2025).
• Consulting service fee paid to Ms. Na Li for cost of revenues ($188,996 for six months ended Nov 30, 2025).
• Salaries paid to Mr. Zixiao Hui for general and administrative expenses ($11,523 for six months ended Nov 30, 2025).

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the IPO price and the company's early stage. Investment carries a high degree of risk, including the potential for complete loss.
• Employees: The company has a small team of 7 full-time employees. Continued success depends on attracting and retaining qualified personnel.
• Creditors: The company's ability to meet its obligations is dependent on its future revenue generation and access to capital.
• Suppliers: The company relies on suppliers for its operations, and disruptions or changes in pricing could impact its business.

Next Steps

• Obtain approval for listing on the Nasdaq Capital Market or New York Stock Exchange American.
• Complete the initial public offering.
• Use net proceeds for business expansion, brand promotion, and general corporate purposes.
• Continue to expand into other Southeast Asian markets.
• Strengthen research and monitoring of regulations in target markets.

Key Dates

Recommendation

The company is in its very early stages with no operating history or revenue, making it a high-risk investment. While there is revenue growth and a clear strategy, the significant risks associated with its operating environment, management experience, and customer concentration warrant a cautious approach. Investors should closely monitor the company's ability to execute its growth plans and navigate regulatory challenges before considering a more aggressive stance.

Keywords

Zi Yun Dong Fang Limited, IPO, Registration Statement, F-1/A, Ordinary Shares, Nasdaq, NYSE, Consulting Services, Southeast Asia, Vietnam, Thailand, Hong Kong, Cayman Islands, Emerging Growth Company, SEC Filing