REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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1968 S. Coast Hwy #2854

Laguna Beach, CA, 92651

Telephone: 917-985-7989

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

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Telephone: 852-5162-6310

(Name, Address, including zip code, and Telephone Number of Agent for Service)

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

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, please 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 the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, 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 information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed. 

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PRELIMINARY PROSPECTUS

Ordinary Shares

We are a corporation incorporated under the laws of California. We are offering 4,000,000 ordinary shares of the Company pursuant to this Offering. This is the initial public offering of ordinary shares of Wise Ocean Group Inc. The offering price per share of our ordinary shares in this offering is to be fixed at $5.00 per share. Prior to this offering, there has been no public market for our ordinary shares.

We have applied to list our common stock on the Nasdaq Capital Market under the symbol “AXY”. This application only relates to reservation of the ticker symbol “AXY” for a period of twenty-four months. On March 11, 2025, our such application was approved by NASDAQ.

We cannot guarantee that we will be successful in listing our ordinary shares on the Nasdaq; however, we will not complete this offering unless we are so listed. We will not consummate this offering until we receive approval for listing from the Nasdaq.

Investing in our ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our ordinary shares in “Risk Factors”.

We are an “emerging growth company” 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” for additional information.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We will receive the proceeds from the sale of these shares and the funds will be used for the purposes set forth herein. Wise Ocean Group Inc was incorporated in the State of California on June 3, 2024, and has only one (1) wholly-owned subsidiary named “Wise Ocean Holdings Limited”, which is a Cayman Islands company, referred to herein as “WO Cayman”.

The Company’s main businesses and operations are creating a comprehensive development platform for global entrepreneurs, investors, government agencies, and non-profit organizations. By focusing on “satisfying our clients’ requirements”, we aim to empower their growth through a wide range of support and services. We strive to build a robust platform that enables our global clients and partners to drive their own development and achieve seamless integration of “real industry prosperity + efficient capital operations + abundant investment opportunities”. Furthermore, we are committed to supporting clients and partners worldwide, fostering self-driven initiatives across various fields, and assisting both institutional and individual investors in realizing their development goals. Together, we seek to usher in a new, transformative era of business successes.

The shares being offered by the Company pursuant to this Registration Statement will be sold at a fixed price of $5.00 per share for the duration of the offering. The Company estimates the costs of this offering at about $[ ]. All expenses incurred in this offering are being paid for by the Company. The Company may use proceeds from this offering to pay for offering expenses.  

The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account. No escrow account will be established. Any investor who purchases shares will have no assurance that any monies, besides their own, will be invested for the shares subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT.  PLEASE REFER TO “RISK FACTORS”.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should base your decision solely on the information presented in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information regarding this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

The table of contents below is designed to help you locate key information within this prospectus. We encourage you to read the entire prospectus before making an investment decision.

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You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

During the process of our IPO, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 

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This Prospectus, and any supplement to this Prospectus may include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis” section contained in this Prospectus.

This summary highlights selected information discussed in this prospectus. The summary is not complete and does not contain all of the information you should consider before investing in our common stock. Therefore, you should read this entire prospectus carefully, including the sections titled “Risk Factors” and the financial statements, before making a decision to purchase shares of our common stock.

As of the date of this Prospectus, Ocean Wise Group Limited (hereinafter referred to as “OW Group”, which is a Cayman Islands company), owns 90,000,000 ordinary shares, or 100% shareholding, in the Company.

Our Corporate Structure

The following Group Structure Chart illustrates our corporate structure, including the names, places of incorporation and the proportion of ownership interests in our significant subsidiaries as of the date of this prospectus.

Group Structure Chart

Nature of Business

As a corporation duly established and validly existing under the laws of California, Wise Ocean is committed to building a broad development platform for global entrepreneurs, business leaders, investors, as well as entities such as government agencies and non-profit organizations around the globe, and empowering their growth in a comprehensive manner.

Based on the intrinsic law of world economic development, we integrate the deep service heritage and broad client base and try to build an international service platform based on the unique conditions of each region. In response to the diversified development requirements of our international clients and partners, we adhere to an open and cooperative attitude, jointly explore the future picture and implementation path, and customize development strategies and implementation plans for our clients and all cooperative organizations, aiming to promote the formation of an ecological and innovative industrial system led by the core enterprises of the industry chain by stimulating the organic combination of their intrinsic driving force and the power of capital.

The Offering

We have 90,000,000 shares of common stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Through this offering, we will sell 4,000,000 shares of Common stock after this registration becomes effective. The price at which we, the Company, will offer these shares is at a fixed price of $5.00 per share for the duration of the offering. We will receive all proceeds from our sale of Common stock.

As of the date of this Registration Statement, Ocean Wise Group Limited is controlling 100% of the voting power of the Company. As such, Ocean Wise Group Limited has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions such as a change in control, merger, consolidation, or sale of assets.

All shares being offered by the Company pursuant to this Registration Statement will be sold at a fixed price of $5.00 for the duration of the offering. The Company estimates the costs of this offering to be about $[ ]. All expenses incurred in this offering are being paid by the Company.

The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s checking account to be used for the purposes provided herein.  All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

Below is a summary of the terms of the Offering:

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and are seeking offers to purchase our common stock only in jurisdictions where such offers and sales are permitted.

An investment in our Common stock involves a high degree of risk. Please consider the following risk factors and other information described in this prospectus relating to our business before deciding whether to purchase our common stock. If any of the following risks actually occurs, our business, financial condition and results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Common stock to decline, resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. Therefore, an investment in our common stock is highly speculative and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Risks Related to Our Business

The entirety of our business plan’s implementation relies on the establishment of the platform for global clients.

Wise Ocean is a newly established company in California, whose main business purpose is to build a solid platform for global clients and cooperative entities to promote their self-driven development, realizing the all-round connection of “prosperity of real industry + efficient operation of capital + abundant investment opportunities”. We cooperate with quality online and offline enterprises and platforms of catering and accommodation around the world, aiming to build an online and offline platform for efficient communication and close collaboration, as well as extensive exchanges and in-depth cooperation for self-driven developers around the world. Therefore, if this platform could be built properly and the business purpose could not be realized as expected, there is a possibility that shareholders could lose some of, or even the entirety of their investment.

A decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial condition, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Our business operation and financial performance may be significantly impacted by various factors that shape the broader economic environment. These factors include consumer spending behaviors, particularly on those items that cannot get immediate benefits. Consumer spending is influenced by multiple elements such as current economic conditions, unemployment rates, salary levels, interest rates, income tax policies, consumer confidence, and overall perceptions of the economy. In the event of an economic slowdown, consumer spending habits could be adversely affected, and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.

The success of our business also relies heavily on brand image, reputation, and product quality of Wise Ocean.

It is important that we maintain and increase the image and reputation of Ocean Wise. If our efforts in brand building and improvement of products quality could not get a satisfactory result, it may have a profoundly negative impact on our business. Consumers expect high standards when they choose a brand, and if the products fail to meet these expectations, they are likely to feel disappointed and deceived. This dissatisfaction can lead to a sharp decline in customer loyalty. Word-of-mouth, which is a powerful tool in brand building, can turn against the company as dissatisfied customers share their negative experiences with others. In the digital age, a single negative review can quickly spread on social media and review platforms, further damaging the brand’s image. In the long run, this can erode the brand’s market share and profitability. Competitors with better-quality products will gain an advantage, making it difficult for the company to regain its position in the market.

The requirements of being a public company may strain our resources, distract our management from core business activities and potentially hinder our ability to attract and retain qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Complying with these rules and regulations has increased our legal and financial compliance costs, made certain activities more challenging, time-consuming, or expensive, and placed greater demands on our systems and resources. For instance, the Exchange Act mandates that we file annual, quarterly, and current reports regarding our business and operational results, as well as maintain effective disclosure controls and procedures and internal controls over financial reporting. To meet these standards, we may need to allocate significant resources and management oversight to either maintain or enhance our disclosure controls and internal controls over financial reporting. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Additionally, we may need to hire additional staff in the future to meet these compliance requirements, which would further increase our costs and expenses.

We may need to raise additional capital to support growth, but there’s a risk that such funding may not be available on terms that are favorable to us, which could impede our growth plans and have a negative impact on our business.

In the future, we may need additional funds beyond those raised in this offering to address business challenges or fuel our growth. To secure these funds, we might pursue public or private equity, equity-linked, or debt financings. However, raising additional capital through equity or convertible debt issuances could result in significant dilution for our existing stockholders. Moreover, any new equity securities we issue might have superior rights, preferences, and privileges compared to our Common Stock. If we opt for debt financing, it could come with restrictive covenants that limit our capital-raising activities and other financial and operational matters, such as our ability to pay dividends. These restrictions may hinder our ability to obtain additional capital and pursue business opportunities, including potential acquisitions. There is also a risk that we may not be able to secure additional financing on favorable terms. If we fail to obtain adequate financing when needed, our capacity to support business growth and address challenges could be severely compromised, which could negatively impact our business.

Given our limited experience as a public company, there is a risk that we may not be able to successfully navigate the complexities and requirements of being publicly listed, which may potentially result in a loss of part or all of your investment.

We have limited experience in complying with the various rules and regulations that are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our business operations are successful. We plan to comply with all of the various rules and regulations required of a public company. However, if we are unable to effectively manage the complexities and demands of being a public company, our ability to maintain our listing and meet regulatory expectations could be compromised. This could result in regulatory scrutiny, financial penalties, or other adverse consequences. If we fail to operate successfully as a public company, your investment may be materially adversely affected. In extreme cases, our inability to operate effectively as a public company could lead to a loss of your entire investment.

To address these challenges, our management and other personnel will need to devote significant time and resources to compliance initiatives to maintain our reporting status. Additionally, the costs associated with adhering to the necessary rules and regulations, which are required to remain an SEC reporting company, are expected to be substantial. We may need to engage external third-party consultants, attorneys, or other firms to assist us in navigating and complying with the applicable rules and regulations for each filing on behalf of the Company.

Our success is reliant on the ongoing contributions of our senior executives and other key personnel; currently, we do not maintain “key man” life insurance coverage, accordingly, any loss of such key individuals could significantly disrupt our business operations.

Our future success hinges on retaining the services of our senior executives and key personnel. Currently, we do not have “key man” life insurance for any members of our senior management team or other critical staff. If one or more of these individuals were to leave or become unable to fulfill their roles, it could disrupt our business operations, and finding suitable replacements could be challenging or even impossible. Moreover, the competition for senior executives and key personnel in our industry is intense, and we may struggle to retain our current talent or attract new senior leaders. If we fail to do so, our business could face significant disruptions.

Additionally, while we might consider obtaining “key man” insurance in the future, there is no guarantee that we will be able to secure such coverage. Even if we do, the insurance proceeds may not be sufficient to offset the losses resulting from the departure of these key personnel.

Our planned business operations will depend heavily on various third-party providers. If a significant third-party provider fails to perform their obligations or is lost due to bankruptcy, consolidation, or any other reason, it could have a negative impact on our business operations.

Our business model relies on establishing cooperation with various third-party service providers. These partnerships are essential for our day-to-day operations and growth strategy. However, several risks could arise from these relationships. For example, if the terms of any third-party agreements are renegotiated unfavorably, it could have a significant negative impact on our business, financial condition, and operational results; or, if these third parties fail to meet their legal or regulatory requirements, breach their contractual obligations, we may face several challenges. These could include legal disputes with the third-party providers, difficulties in renewing agreements on favorable terms, and the need to find alternative suppliers. Switching to new providers might result in higher costs for services or products, which could further strain our financial position. Additionally, managing these third-party relationships effectively is critical. This includes conducting thorough due diligence, negotiating advantageous terms, and continuously monitoring compliance and performance. Any failure in this regard could lead to supply chain disruptions, increased costs, and ultimately, a material adverse effect on our business, future prospects, financial condition, and overall results of operations.

If we are unable to develop and sustain a robust system of internal controls, we may face difficulties in accurately reporting our financial results or preventing fraudulent activities. Any failure to report and file our financial results accurately and on time could damage our reputation and negatively affect the future trading price of our Common stock.

Establishing and maintaining effective internal controls is crucial for providing reliable financial reports and preventing fraud. If we fail to provide accurate financial reports or prevent fraudulent activities, our ability to manage the business efficiently could be compromised, potentially damaging our reputation and investor confidence. This, in turn, could negatively impact our financial condition, operational results, and access to capital. Currently, our small size internal control deficiencies may limit our ability to effectively segregate duties and ensure robust financial reporting processes. For example, though we have established written policies and procedures aligned with US GAAP and SEC disclosure requirements, changes in these requirements or challenges in implementing them could strain our operations. Specifically, we may lack a formal process and timeline for closing our books and records at the end of each reporting period, which could restrict our ability to gather, analyze, and report financial information in a timely manner. To address these issues, we recognize the need to hire additional staff to enhance our internal controls and ensure compliance with regulatory requirements. However, this process is still in the planning stages, and we cannot predict with certainty the costs involved or the timeline for identifying and hiring suitable candidates. While we have had preliminary discussions with potential candidates, no material progress has been made.

Failure to obtain necessary approvals, licenses, or permits required for our business operations could potentially damage our business.

We may face challenges in obtaining all the licenses and approvals that are considered necessary to operate our business effectively. Though Wise Ocean is newly incorporated, we intend to operate across multiple jurisdictions, the relevant laws and regulations, as well as their interpretations, can vary significantly from those in the U.S. This complexity can create uncertainty regarding which specific licenses and approvals are required and the processes involved in securing them. Additionally, we cannot guarantee that our interpretations of these rules and their exemptions have been, or will always be, aligned with those of local regulators.

If our business expands into new markets, we may need to obtain additional licenses and comply with further laws and regulations in those jurisdictions. If we fail to acquire, maintain, or renew necessary licenses or approvals, or if we are required to make filings that we did not anticipate or believed we were exempt from, we could face a range of penalties. These may include confiscation of revenues or assets generated through unlicensed activities, imposition of fines, suspension or revocation of licenses, written reprimands, termination of third-party agreements, criminal prosecution, or restrictions on our operations. Any such penalties could disrupt our business operations and have a significant negative impact on our business, financial condition, and results of operations.

If we fail to effectively adapt to technological advancements or changes in industry practices, including shifts in the business models used within our sector, our business could suffer significant setbacks.

In today’s rapidly evolving business landscape, the ability to adapt to new technologies and industry trends is crucial for sustained success. If we fail to keep pace with technological advancements, we may find ourselves at a competitive disadvantage. New technologies often bring increased efficiency, improved customer experiences, and innovative solutions that can transform industries. By not embracing these changes, a company risks becoming obsolete as competitors leverage new tools and platforms to gain market share. Additionally, the industry itself is constantly evolving, with shifting consumer demands, regulatory changes, and emerging business models. Failure to adapt to these developments can lead to lost opportunities, reduced profitability, and ultimately, a diminished market position. In the long run, a company that does not evolve with the times may struggle to survive, as the business environment becomes increasingly unforgiving for those who cannot innovate and adapt.

We may struggle to compete effectively against current and potential competitors, many of whom possess greater resources and more extensive experience than we have.

We may lack the resources needed to effectively compete with our existing competitors or with any new entrants to the market. We plan to compete with numerous other distributors and retailers offering products identical or similar to ours. These competitors often have significantly greater personnel, financial, and managerial resources at their disposal. The intense competition from these well-established companies with substantial resources and strong reputations could hinder our ability to maintain or grow our business.

Moreover, if demand for our products and services increases, it may attract new companies to enter the market. This influx of additional competitors would heighten the risks to our business. Increased competition could lead to price wars, which would be particularly detrimental to us, as we may not have the resources to compete with larger, more established companies. Furthermore, higher competition and increased demand could strain our manufacturing and output capabilities, potentially leading to higher production costs. This, in turn, could undermine our competitiveness and negatively impact our ability to attract and retain customers.

The JOBS Act is intended to ease the regulatory burden on “emerging growth companies”. Since Wise Ocean meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

Øexempt from the requirement under Section 404(b) of the Sarbanes-Oxley Act that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting; 

Øbe exempt from the “say on pay” provisions, which require a non-binding shareholder vote to approve the compensation of certain executive officers, and the “say on golden parachute” provisions, which require a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations, as set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); and additionally, exempt from certain disclosure requirements of the Dodd-Frank Act relating to the compensation of Chief Executive Officers 

Øbe permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and 

Øbe exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. 

While the Company is still assessing the implications of the JOBS Act, it currently plans to utilize all the reduced regulatory and reporting requirements available to it as long as it qualifies as an “emerging growth company.” The Company has chosen not to opt out of the extended time to comply with new or revised financial accounting standards under Section 102(b)(1) of the JOBS Act. This means that, while it remains an “emerging growth company,” the Company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of its internal controls over financial reporting. This could increase the risk that weaknesses or deficiencies in its internal controls remain undetected. Additionally, as long as it qualifies as an “emerging growth company,” the Company may choose not to disclose certain information, including specific financial data and details regarding executive compensation, which would otherwise be required in filings with the SEC. This lack of disclosure could make it more challenging for investors and securities analysts to evaluate the Company. Consequently, investor confidence in the Company and the market price of its ordinary shares may be negatively affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, which means we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company. If we remain a “smaller reporting company” after we no longer qualify as an “emerging growth company,” our disclosure requirements in SEC filings will increase. However, they will still be less burdensome than if we were neither an “emerging growth company” nor a “smaller reporting company”. Specifically, like “emerging growth companies,” “smaller reporting companies” are permitted to provide simplified executive compensation disclosures in their filings. They are also exempt from Section 404(b) of the Sarbanes-Oxley Act, which requires independent registered public accounting firms to provide an attestation report on the effectiveness of internal controls over financial reporting. Other reduced disclosure obligations include being required to provide only two years of audited financial statements in annual reports. These reduced disclosures due to our status as an “emerging growth company” or “smaller reporting company” may limit investors’ ability to fully analyze the Company’s results of operations and financial prospects.

As an “emerging growth company” under the JOBS Act of 2012, we are subject to reduced disclosure requirements, but we cannot predict whether these simplified reporting obligations might make our Common stock less appealing to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act allows “emerging growth companies” to take advantage of an extended transition period for complying with new or revised accounting standards, as provided in Section 7(a)(2)(B) of the Securities Act. This means we can delay adopting certain accounting standards until they would otherwise apply to private companies. We have chosen to use this extended transition period. As a result, our financial statements may not be directly comparable to those of companies that comply with the public company effective dates for these standards.

Since our aim is to build a broad development platform for global entrepreneurs, we are exposed to a range of international risks that could impact our business.

As we strive to establish a comprehensive development platform for global entrepreneurs, our operations may be exposed to a variety of international risks. These risks include periodic economic downturns in foreign markets, which can lead to reduced consumer demand, lower spending power, and increased market volatility. Additionally, political instability in certain regions may result in regulatory uncertainties, disruptions to supply chains, and challenges in maintaining consistent business operations. These factors, combined with potential currency fluctuations, trade restrictions, changes in local laws and regulations, and varying tax policies, could negatively impact our sales and increase our cost of doing business. Moreover, navigating these risks may require significant resources and management attention, potentially diverting focus from other strategic initiatives. The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations.

Any factors that restrict cross-border trade or increase its complexity could potentially harm our business.

Cross-border trade is a significant contributor to our revenue. However, shipping goods across national borders is often more costly and complex compared to domestic shipping. Factors such as customs and duty procedures, duty-free thresholds in key markets, the integration of national postal systems, and security-related processes at international borders can all drive up costs, deter customers from making cross-border purchases, delay shipments, and create uncertainties in the shipping process. Any factors that escalate the costs of cross-border trade or that restrict, delay, or otherwise complicate cross-border trade could reduce our revenue and profits, thereby adversely affecting our business.

As we are in the development stage, we have not yet generated substantial revenues and lack an extensive operating history.

The Company was incorporated on June 3, 2024, and has only recently started to generate revenues. Given our limited operating history, it is challenging to evaluate our future prospects. Based on our current business plans, we anticipate continuing to incur operating losses in the foreseeable future, primarily due to significant start-up expenses associated with launching our business. Moreover, we cannot assure you that we will successfully generate revenues or achieve and maintain positive cash flow in the future. If we fail to do so, we may need to close our business or seek additional capital through loans or further equity financing to sustain our operations. This could dilute the value of the shares you purchase in this offering. We also cannot guarantee that we will be able to obtain financing in a timely manner or on terms that are commercially reasonable. 

Risks Relating to the Company’s Securities

We currently have no plans to pay dividends on our common stock.

At present, we do not plan to declare or pay any cash dividends on our capital stock. Instead, we intend to retain all future earnings to support the growth of the Company. As a result, we do not anticipate paying any dividends in the foreseeable future.

Future sales of our securities or other events that dilute our equity could potentially have a negative impact on the market price of our common stock.

We generally have the flexibility to issue additional common stock, including securities that can be converted into, exchanged for, or represent the right to receive common stock. The market price of our common stock may decline if there are sales of common stock or convertible/exchangeable securities following this offering, or if there is a perception that such sales might occur.

Our securities currently do not have an established market, and it is uncertain whether an active trading market will develop, such uncertainty could result in our common stock trading below the offering price specified herein.

Prior to this offering, our common stock has not been publicly traded or quoted on any recognized exchange or quotation system. The offering price of our common stock may not necessarily reflect the market price of our common stock following this offering. If you acquire shares of our common stock, there is no assurance that you will be able to resell them at or above the offering price set herein. The development of an active trading market for our common stock, if it occurs at all, and its level of liquidity are and will remain unpredictable. It is possible that an active public market may not emerge or may not be sustained following this offering. In the event that an active public market does not materialize or is not sustained, you may encounter challenges when attempting to sell your common stock, either at an attractive price or at any price at all.

A substantial number of shares issued in this offering could be sold into the market following the offering, which may put downward pressure on the market price of our common stock.

If a public market for our common stock develops, a significant number of shares issued in this offering may be sold into the market afterward, which could lead to a decline in the market price of our common stock. Specifically, if the volume of shares offered for sale exceeds the demand from buyers, the market price or perceived value of our common stock may decrease to a level at which buyers are willing to purchase and sellers are willing to sell the shares. All securities issued in this offering will be freely tradable without further restriction or registration under the Securities Act.

In the future, we may decide to issue additional shares of our common stock, which could result in dilution for our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of up to 500,000,000 shares of common stock, of which 90,000,000 shares are currently issued and outstanding as of the date of this filing. Future issuances of additional common shares could significantly reduce the ownership percentage of our existing stockholders. We may determine the value of any future issuances of common stock at our discretion. Issuing common stock for purposes such as future services, acquisitions, or other corporate activities may dilute the value of shares held by our investors and could potentially have a negative impact on any trading market that may develop for our common stock.

Risks Relating to this Offering 

Investors cannot withdraw funds once invested and will not be entitled to a refund.

Investors do not have the right to withdraw their invested funds once invested. Subscription payments will be paid to Wise Ocean, and held in our bank account. If the management determines that the Subscription Agreements are in good order and the Company accepts the investor’s investment, investors will not be entitled to a refund of their payment.  

We may be subject to the penny stock rules which could make it more difficult to sell the shares of our common stock.

We may currently be subject, and could continue to be in the future, to the SEC’s “penny stock” rules if our common stock trades below $5.00 per share. Penny stocks are generally defined as equity securities priced below $5.00. Under these rules, broker-dealers are required to provide customers with a standardized risk disclosure document prepared by the SEC, which outlines the nature and risks associated with penny stocks. Additionally, broker-dealers must supply current bid and offer quotations for the penny stock, disclose the compensation received by the broker-dealer and its salesperson, and provide monthly account statements showing the market value of each penny stock held in the customer’s account. This information regarding bid and offer quotations and compensation must be communicated to the customer either orally or in writing before the transaction is completed and must be provided in writing before or with the customer’s confirmation.

In addition, the penny stock rules stipulate that before a transaction, the broker-dealer must conduct a written suitability assessment to determine whether the penny stock is an appropriate investment for the purchaser and obtain the purchaser’s written consent to the transaction. These rules can be cumbersome and may potentially decrease demand for our offerings as well as trading activity in our common stock. As long as our common stock remains subject to the penny stock rules, holders of these shares may encounter greater difficulties in selling their securities.

We may need additional funding to satisfy our future capital requirements, and any future financing strategies could potentially have a negative impact on holders of our common stock.

Our operations may need additional funding. However, we cannot predict whether additional financing will be available to us on favorable terms or at all. If we successfully raise additional capital through the issuance of equity securities, our existing stockholders are likely to experience dilution, which could be substantial. Any new equity securities we issue may have rights, preferences, or privileges that are senior to those of our existing stockholders. If we raise additional funds through collaborations or other arrangements, we may need to relinquish certain rights that could be perceived as unfavorable to us. There is no assurance that we will be able to secure sufficient capital funding in the future to continue operations and implement our strategy. Due to these uncertainties, there is significant doubt regarding our ability to continue as a going concern.

While our CEO and Director Mr. Li Yang Guang has brought a strong foundation of skills and knowledge to our Company, he may not have extensive prior experience in conducting an IPO offering. As we navigate this process, there is a possibility that raising adequate funds to support our planned operations could present some challenges. We are committed to addressing any such challenges diligently, but it is important to acknowledge that funding shortfalls could potentially affect the timing of our business strategy execution, product or service development, and market opportunity capture. We are taking proactive steps to mitigate these risks and are confident in our ability to adapt and learn. However, given the uncertainties inherent in any fundraising effort, we want to ensure that our stakeholders are aware of the potential outcomes, including the possibility of not achieving our fundraising goals.

We will have significant flexibility in determining how to use the net proceeds from this offering, hence, there is a risk that we may not allocate or utilize these funds in the most effective manner.

Our management will have broad discretion in determining how to apply the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds.” Investors will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Given the number and variability of factors that will determine our use of the net proceeds, their ultimate application may differ significantly from their currently intended use. While our management is committed to utilizing these funds in a manner that supports our business objectives, there is a possibility that the allocation may not result in an increase in the value of investors’ investments. If the net proceeds are not applied as effectively as anticipated, it could impact our business performance and potentially affect the financial returns on your investment.

We will continue to face costs and demands on management in order to comply with the laws and regulations applicable to public companies.

As a public company, we will continue to incur significant legal, accounting, and other expenses. We will also face ongoing costs related to corporate governance requirements, including those under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and the OTC Markets Group. Our executive officers and other personnel will need to devote substantial time to comply with these rules and regulations. These requirements are expected to result in higher legal and financial compliance costs compared to those of a private company and may make certain activities more time-consuming and costly. Additionally, these rules and regulations may increase the difficulty and expense of obtaining directors’ and officers’ liability insurance. Consequently, it may become more challenging for us to attract and retain qualified individuals to serve on our board of directors or as executive officers, which could negatively impact investor confidence and potentially harm our business or stock price.

We will continue to incur ongoing costs and expenses associated with complying with SEC reporting requirements and maintaining compliance. In the absence of substantial revenue, we may struggle to meet such compliance obligations, which could make it difficult for investors to sell their shares, if at all.

We will be required to file annual, quarterly, and current reports, as well as other information with the SEC, as mandated by the Securities Exchange Act. To maintain compliance with these requirements, we will need to generate future revenue to cover the costs associated with these filings, which may represent a significant portion of our available cash resources. If we fail to generate sufficient revenues or lack the necessary cash reserves to remain in compliance, it may become difficult for investors to resell any shares they purchased.

The Company has chosen not to opt out of the extended accounting transition period provided by the JOBS Act. As a result, its financial statements may be more difficult to compare with those of other companies.

In accordance with the JOBS Act of 2012, the Company, as an emerging growth company, has the option to opt out of the extended transition period for any new or revised accounting standards issued by the PCAOB or the SEC. However, the Company has chosen not to opt out of this extended transition period. As a result, when a new or revised standard is issued with different implementation dates for public and private companies, the Company, as an emerging growth company, can adopt the standard applicable to private companies. This may complicate or even prevent meaningful comparisons of the Company’s financial statements with those of other public companies that are neither emerging growth companies nor have opted out of the extended transition period, as they may be using different or revised standards.

As long as we remain an emerging growth company, we are exempt from certain reporting requirements that are applicable to other public companies. These exemptions include compliance with specific accounting standards and detailed disclosures regarding executive compensation.

Under the JOBS Act, we are designated as an “emerging growth company.” As long as we remain an emerging growth company, we are exempt from certain requirements that apply to other public companies. Specifically, we are not required to: i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; ii) comply with any new PCAOB requirements related to mandatory audit firm rotation or additional information in the auditor’s report; iii) disclose certain executive compensation details required of larger public companies; and iv) hold non-binding advisory votes on executive compensation.

Our securities have never been traded before, and there is no guarantee that an active market will develop. As a result, our common stock may trade below the initial public offering price.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is set at $5.00 per share. However, this fixed offering price does not reflect the potential market price of our common stock after the offering. If you purchase shares in this offering, there is no assurance that you will be able to resell them at or above the initial public offering price. We cannot predict whether investor interest will lead to the development of an active trading market for our common stock, or how liquid such a market might be. There is also no guarantee that an active public market will develop or be sustained following the offering. If an active market does not emerge or is not maintained, you may find it difficult to sell your shares at a favorable price—or you may not be able to sell them at all.

The price of our common stock may experience significant volatility or decline, regardless of our actual operating performance; consequently, you may not be able to resell your shares at or above the initial public offering price.

Following this offering, the market price of our common stock is expected to be volatile, primarily because our shares have not been publicly traded before. Moreover, the price of our common stock may experience significant fluctuations due to various factors, many of which are beyond our control, including:

ØChanges in general economic conditions, market trends, or industry-specific developments, especially within the leisure travel sector; 

ØShifts in key management personnel; 

ØExpansion into new geographic markets; 

ØActions, announcements, or significant transactions (such as acquisitions, divestitures, strategic partnerships, joint ventures, or capital commitments) by us or our competitors; 

ØVariations in quarterly operating results or discrepancies between our actual performance and investor expectations; 

ØPublic reactions to press releases, announcements, or filings with the SEC made by us or third parties; 

ØLitigation-related announcements; 

ØAny guidance we provide to the public, changes to this guidance, or our failure to meet such expectations; 

ØAdjustments in financial estimates or ratings by securities analysts, our failure to meet these estimates, or lack of analyst coverage of our common stock; 

ØThe development and sustainability of an active trading market for our common stock; 

ØBroader industry developments, economic factors, and other external influences; 

ØFuture sales of our common stock by our officers, directors, or significant stockholders; and 

ØChanges in accounting principles. 

These factors, among others, could cause the market price of our common stock to decline, regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.

In the future, we may issue additional common shares, which could reduce the percentage of ownership for existing investors and may also dilute the value of their shares.

Our Articles of Incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001. As of the date of this filing, 90,000,000 shares of common stock are outstanding, meaning we have the capacity to issue up to an additional 4,000,000 common shares. The future issuance of common stock could significantly dilute the percentage ownership of our existing shareholders. We may determine the value of any common stock issued in the future on an arbitrary basis. Issuing common stock for future services, acquisitions, or other corporate actions may dilute the value of shares held by our investors and could negatively impact any trading market for our common stock.

We are required to adhere to the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act (FCPA), which prohibits U.S. companies from making bribes or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. However, foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft, and other fraudulent practices occasionally occur in Asia. If our competitors engage in such practices, they may gain preferential treatment from company personnel or government officials. This could provide them with an advantage in securing business or obtaining new licenses, thereby putting us at a competitive disadvantage. If our employees or other agents are found to have engaged in such prohibited practices, we could face severe penalties.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements as defined by applicable securities laws, which pertain to future events or our anticipated financial performance. Such forward-looking information may cover topics like capital expenditures, the success of business activities, permitting timelines, requirements for additional funding, government regulations affecting our operations, environmental risks, limitations on insurance coverage, and the completion of regulatory approvals. In some cases, these forward-looking statements can be identified by words and phrases such as “will,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue,” as well as variations of these terms or other expressions indicating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will be taken,” “occur,” or “be achieved.”

These forward-looking statements are subject to known and unknown risks, uncertainties, and other significant factors that could cause our actual results, performance, or achievements to differ materially from what is expressed or implied by these statements. The forward-looking statements and opinions in this prospectus are based on the information available to us as of the date of this filing. Although we believe this information provides a reasonable basis for our statements, it may be limited or incomplete. Our statements should not be interpreted as indicating that we have conducted an exhaustive investigation or review of all potentially relevant information. Forward-looking statements include, but are not limited to, statements regarding: i) future financial performance, such as expectations related to revenue, cost of revenue, operating expenses, ability to determine reserves, and achieving/maintaining profitability etc.; ii) service development; iii) liquidity management, such as sufficiency of cash, cash equivalents, and investments to meet liquidity requirements; iv) operational risk management; v) future growth expectations; vi) third-party relationships; vii)  acquisition and integration of certain assets or equities; viii) increased expenses associated with being a public company; ix) Impact of changes in laws and regulations on operations; x) inflation and currency fluctuations; xi) ability to obtain necessary certifications, approvals, and licenses; xii) development of a public trading market for our securities; xiii) costs and impacts of complying with current and future regulations; xiv) operational fluctuations; xv) reliance on senior management and key employees; and xvi) other factors detailed under the “Risk Factors” section.

We caution you that the above list may not be exhaustive and may not include all forward-looking statements contained in this prospectus. You should not view forward-looking statements as guarantees or predictions of future events. The forward-looking statements in this prospectus are based primarily on our current expectations and projections regarding future events and trends that we believe may impact our business, financial condition, results of operations, and prospects. However, these statements are subject to risks, uncertainties, and other factors, including those detailed in the “Risk Factors” section and elsewhere in this prospectus. Moreover, we operate in a highly competitive and rapidly evolving environment, where new risks and uncertainties may arise at any time. It is not possible for us to predict all potential risks and uncertainties that could affect the forward-looking statements in this prospectus. We cannot assure you that the results, events, or circumstances anticipated in these forward-looking statements will be realized or occur. In fact, actual outcomes, events, or circumstances could differ significantly from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements contained herein. Moreover, the forward-looking statements in this prospectus are made only as of the date of this document. We do not undertake any obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this prospectus, or to account for new information or unanticipated events, except as required by law. We may not achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on them. Additionally, our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments that we may undertake.

Moreover, statements such as “we believe” and similar expressions reflect our current beliefs and opinions on the relevant subject. These statements are based on the information available to us as of the date of this prospectus. Although we believe this information provides a reasonable basis for our statements, it may be limited or incomplete. Our statements should not be interpreted as indicating that we have conducted an exhaustive inquiry or review of all potentially relevant information. Given the inherent uncertainty of these statements, investors are cautioned not to place undue reliance on them. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONN AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes, which are included elsewhere in this Report.

Business Summary

Wise Ocean Group Inc is located in California, USA, and is committed to building a broad development platform for global entrepreneurs and investors with self-driven power, as well as entities such as government agencies and non-profit organizations around the globe, and empowering their growth in a comprehensive manner.

Results of Operations

Assets

As of December 31, 2024, we had total assets of $[ ] and cash and cash equivalents of $[ ].

Liabilities and Stockholders’ Equity

As of December 31, 2024, we have no liabilities. We have a shareholders’ equity of $[ ].

Revenue

For the year ended December 31, 2024, we realized revenues of $[ ], and a gross profit of $[ ].

Expenses

For the year ended December 31, 2024, we incurred selling general and administrative expenses in the amount of $[ ]. Expenses primarily consist of legal, accounting, consulting and other professional service fees.

Net Loss

For the year ended December 31, 2024, we incurred no net loss.

Liquidity and Capital Resources

Cash Used in Operating Activities

Net cash used in operating activities was $[ ] for the year ended December 31, 2024.

Cash Used in Investing Activities

For the year ended December 31, 2024, the Company has no investing activities.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, including those that would impact liquidity, capital resources, market risk support, credit risk support, or provide any other benefits.

Going Concern

The financial statements included herein have been prepared on the assumption that the Company will continue as a going concern. For the period ended December 31, 2024, the Company recorded a net loss of $[ ], which led to an accumulated deficit of $[ ] and a working capital of $[ ].

The Company’s current cash position may not be sufficient to support its day-to-day operations. Although the Company is confident in its strategic direction and its ability to raise additional funds, there is no guarantee that these efforts will be successful. The Company’s ability to continue as a going concern depends on its capacity to enhance profitability and secure funding through this public offering. If the proceeds from this offering are inadequate, the Company will need to rely on financial support from its controlling shareholder.

These uncertainties, along with other factors, create significant doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. The financial statements do not include any adjustments to reflect the potential future impact on the recoverability and classification of assets or the amounts and classification of liabilities that could arise if the Company is unable to continue as a going concern.

Corporate History 

Business Information

The Company is dedicated to crafting a vast developmental platform for entrepreneurs, business leaders, and entities striving for a peaceful economy, fueled by their intrinsic drive and potential, amidst the continuous prosperity of the global economy. We fully empower their growth endeavors.

Amidst the ever-evolving innovative landscape of the global economy, we tap into the inherent dynamics of world economic development, deeply integrating the profound service foundations and crucial elements of our core founding team in the catering sector. Based on the unique infrastructure of each region, we meticulously construct service hubs. Addressing the diverse development needs of our partners, we uphold an open and collaborative mindset, jointly exploring future vistas and implementation pathways, tailoring development strategies and execution plans. Our aim is to propel the formation of an ecological innovative industrial system led by core enterprises within the industrial chain, by stimulating the organic integration of their internal driving force and capital strengths.

We forge tight strategic partnerships with these self-driven partners, focused on enhancing their independent business acumen, systematic management capabilities, capital operation skills, and structured development competencies, thereby facilitating their leapfrog development.

We are now actively promoting all-round cooperation with a health company from the United States to jointly explore the market. We will assist it in expanding business channels, and in return, the company will provide us with advanced health technologies. We regard this technology as a crucial strategic entry point for enhancing customer group stickiness. Just as we consider the catering sector as an important strategic port, we will carry out close cooperation from a strategic perspective. These measures will drive us to establish a multi-dimensional comprehensive service system featuring “good eating, good development, and better health”. The company’s founders are from the Stanford team in the United States, and the company has already built a complete service system in the US. At the same time, we will conduct even more in-depth cooperation on this basis.

Looking ahead, we firmly believe that our core mission and vision lie in erecting a robust platform for self-driven development in peaceful regions, achieving omnidirectional alignment of “thriving industries + efficient capital operations + abundant investment opportunities”. We will spare no effort in supporting regional partners, self-driven forces across sectors, and investors seeking investment opportunities, collectively advancing towards the realization of our respective development goals and jointly ushering in a landmark new era of commerce.

Our Business Model

We actively collaborate with top-quality catering, accommodation, and other platforms within our region to forge an efficient, collaborative, and expansive partnership platform for self-motivated regional developers. Beyond offering foundational support in catering and accommodation spaces that facilitate cooperation and negotiations, we are committed to fostering experience sharing among diverse partners. This approach broadens horizons, unveiling numerous untapped collaboration opportunities. Consequently, we cultivate a robust customer base while relentlessly pursuing the creation of greater commercial value for all parties involved. This encompasses, but is not limited to, exploring IPOs, investments, and other diversified avenues that fuel our ecosystem's growth and foster sustainable self-propelled development.

As we enhance our regional platform partners’ revenue streams, we actively engage multidimensional partners in sharing insights on corporate development, investment prospects, collaboration opportunities, and entrepreneurial journeys. Our aim is to resonate with shared “values”, fostering deeper and more efficient collaborations. Additionally, we collaborate closely with various institutional, individual, and industrial investors, bridging them with investment collaboration avenues that promote mutual success. We also empower exceptional self-starters by leveraging IPOs to gain global recognition, enabling them to embrace a world-class mindset and attract strategic investors, institutional investors, and individual investors alike. This holistic approach accelerates their growth, coalescing value through collaboration.

Our principles

At our core, we embody “self-motivation” and “altruism” as fundamental elements of our core values. We are committed to achieving unity and resonance of “values” across diverse regions, cultures, and people. This core value serves as the cornerstone of our development. Even if we have to temporarily sacrifice some short-term interests in this process, we firmly believe that by making this choice, we will be able to gather more like-minded and closely connected partners to jointly create greater opportunities and tackle more challenges together. We are convinced that this initiative will not only strengthen our internal cohesion but also enable us to create deeper value for the world. We embody our “core values” in “self-motivation” and “altruism”.

Our Products & Services

We collaborate with regional partners to conduct joint brand operation and customer acquisition training programs, aiming to enhance our partners’ brand operation capabilities. We strive to build a comprehensive platform integrating communication, entrepreneurship, and cooperation for our customer base, providing comprehensive entrepreneurial support on this platform, including but not limited to strategic advice, operational guidance, and investor resource connections.

To support our clients’ entrepreneurial journey, we offer essential support measures such as legal services and regional cooperation links to ensure a smooth entrepreneurial process. We actively establish critical gateways for development, uniting partners with shared values to jointly achieve the strategic goals of our company's development.

Moreover, we provide diversified service support to our clients in international cooperation, regional cooperation, economic cooperation, and production capacity cooperation, helping them expand into global markets. We construct a plethora of cooperation scenarios to meet the diverse needs of our clients. We offer professional advice on corporate governance and management, as well as talent referral services for business development.

In the field of economic and trade cooperation, we provide comprehensive financial consulting services and partner matchmaking, including but not limited to IPO consultation and listing assistance (covering regions such as the United States, the United Kingdom, Hong Kong, China, and Mainland China), as well as supply chain cooperation, aiming to create greater commercial value for our clients.

Our Strategy

Given our unique ecosystem architecture, we have a clear strategic direction, committed to actively building extensive cooperation networks in global regions of peace and economic development, and meticulously deploying urban service hubs. Our aim is to establish an interactive ecosystem that deeply integrates online and offline components, fostering frequent interactions. To achieve this, we will rely on innovative mechanisms that integrate online collaboration, offline communication, and synergies between both, efficiently advancing various undertakings. Additionally, we will work closely with regional partners to jointly plan and host a series of cooperative events, accelerating the global replication and expansion of our ecosystem.

Based on our remarkable brand influence and high-quality service system, closely centered around customer needs, we are committed to creating a one-stop comprehensive service platform for Chinese enterprises to explore overseas direct entrepreneurship markets. By integrating online and offline resources, we have successfully served numerous enterprises, covering but not limited to those focusing on the olive-based health industry and service providers dedicated to creating a healthier living environment for the global population through atomization technology. With our comprehensive support, these enterprises have successfully established the long-term value concept of green and sustainable development.

We adopt a diversified service model, including professional consulting, assistance in building corporate governance systems, and direct investment, to fully boost the growth of various enterprises. The development of these enterprises not only forms a solid customer-group barrier for the Company’s main business but also brings more substantial equity returns to the Company due to their good growth potential. In the future, we will gather more professionals to provide all-round support for enterprise growth and build a more stable business moat in the uncertain business environment.

Admittedly, on the way forward, we will inevitably face many challenges together with these enterprises. However, we firmly believe that the process of dealing with these challenges will become a powerful driving force for the improvement of our own corporate capabilities and point out the development direction for us. Although these services have not yet been directly converted into cash returns, from the perspectives of building a strategic moat and future equity growth, they have already brought us a more stable customer group and a clearer development prospect. Based on this, more and more enterprises have taken the initiative to initiate cooperation negotiations with us.

The table below reflects our current intentions regarding the use and allocation of the net proceeds from this offering, based on our present plans and business conditions. However, our management will retain some flexibility and discretion in applying these net proceeds. In the event of unforeseen circumstances or changes in business conditions, we may use the proceeds differently than described in this prospectus. To the extent that the net proceeds from this offering are not immediately used for the stated purposes, we intend to invest them in short-term, interest-bearing bank deposits or debt instruments.

The offering price per share of common stock in this offering is set at a fixed price of $5.00. This price was determined arbitrarily by us, based on our assessment of our financial condition, prospects, limited operating history, and the general state of the securities market. It may not necessarily reflect our book value, assets, past operating results, financial condition, or any other established criteria of value.

Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after December 31, 2024, will be $[ ] or approximately $[ ] per share. This would result in dilution to investors in this offering of approximately $[ ] per share or approximately [ ]% from the assumed offering price of $[ ] per share. Net tangible book value per share would increase to the benefit of present shareholders by $[ ] per share attributable to the purchase of the shares by investors in this offering.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing shares based on the foregoing firm commitment offering assumptions. The number of our shares had been adjusted retrospectively to reflect the increasing of share capital. See “Description of Securities” for more details.

The following table sets forth, on an as adjusted basis as of December 30, 2024, the difference between the number of ordinary shares purchased from us, the total cash consideration paid, and the average price per share paid by our existing shareholders and by new public investors before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, using an assumed public offering price of $5 per share:

There are no arrangements in place to address the potential impact of the offering on the stock price.

In connection with the Company’s selling efforts in the offering, our President, Li Yang Guang, will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 3a4-1 generally provides an exemption from the broker-dealer registration requirements of the Exchange Act for individuals associated with an issuer who participate in the offering of the issuer’s securities. Li Yang Guang is not subject to any statutory disqualification as defined in Section 3(a)(39) of the Exchange Act. He will not receive commissions or other forms of remuneration in connection with his participation in the offering. Mr. Li is not, nor has he been within the past 12 months, a broker or dealer, nor an associated person of a broker or dealer. After the offering, Mr. Li will continue to perform substantial duties for the Company that are unrelated to securities transactions.

For the purpose of complying with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale. Alternatively, the securities may be offered or sold if an exemption from such registration or qualification requirements is available and the Company has complied with it. In addition, the Company will be subject to the applicable provisions, rules, and regulations under the Exchange Act regarding securities transactions during the period when this Registration Statement is effective.

The Company will pay all expenses and costs related to the registration of the shares, including costs related to registration compliance with the securities laws of certain states, which we estimate to be approximately $[ ].

Procedures for Subscribing

If you decide to subscribe for shares in this offering from us, you are required to i) execute and deliver a subscription agreement and ii) provide a check or certified funds to us for acceptance or rejection. Subscription checks should be made payable to either “Wise Ocean” or an escrow agent agreed upon by us. Wire transfers and telegraphic transfers are also accepted. The Company will deliver stock certificates for the purchased common shares directly to the purchasers within ninety (90) days of the offering’s close. Alternatively, upon request, the Company will provide an account statement for those shares that a holder intends to maintain in book-entry form.

Right to Reject Subscriptions

We reserve the right to accept or reject any subscription, in whole or in part, for any reason or without reason. Any funds received from rejected subscriptions will be promptly returned to the subscriber without interest or deduction. We will notify subscribers of acceptance or rejection of their subscriptions via mail within 48 hours of receipt.

Common Stock

Each holder of shares of Common Stock is entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. Cumulative voting rights do not apply to Common Stock. Additionally, holders of any class or series of stock do not have preemptive rights to subscribe for, purchase, or receive any new or additional issuances of shares or convertible securities, regardless of whether such issuances are authorized now or in the future, or whether they are issued for money, for consideration other than money, or as a dividend.

Options and Warrants

None.

Convertible Notes 

None. 

Dividend Policy

We have never declared or paid any cash dividends on our Common stock and do not currently plan to pay dividends in the foreseeable future. We intend to retain all available funds and future earnings to support our operations and finance the growth and development of our business.

Any decision to pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and based on factors such as our results of operations, financial condition, contractual restrictions, and capital requirements. Additionally, we may enter into loan or credit agreements that could further limit our ability to declare or pay dividends. Our board of directors will have sole discretion over any future dividend decisions, considering these and other relevant factors.

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Transfer Agent

We have not engaged a Transfer Agent. We will engage a Transfer Agent prior to the commencement of this offering.

Market Information

Our shares are not currently listed or quoted on any exchange or quotation system.

Holders

As of the date of this registration statement we have one (1) shareholder of record of our common stock.

Prior to this offering, there has been no public market for our Common stock, and we cannot predict the effect, if any, that market sales of shares of our Common stock or the availability of shares of our Common stock for sale will have on the market price of our Common stock prevailing from time to time. Upon completion of this offering, our shares of Common stock will be publicly held by investors participating in this offering, and some shares of Common stock will be held by our existing shareholders, some of whom may be our “affiliates” as that term is defined in Rule 144 under the Securities Act. As defined in Rule 144, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Prior to this offering, there has been no public market for our Common stock. While we intend to list the Common stock on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in our Common stock.  

Future sales of substantial amounts of our Common stock in the public market after this offering, or even the expectation of such sales, could put downward pressure on the share price. Currently, only a limited number of our Common stock will be available for sale immediately following this offering due to contractual and legal restrictions that prevent immediate resale. However, once these restrictions expire, the potential sale of significant quantities of our Common stock, whether through the exercise of existing options or otherwise, could have a negative impact on the market price of our shares in the United States. This could also affect our ability to raise additional equity capital in the future.

All Common stock sold in this offering will be freely tradable in the United States by non-affiliates without any restrictions or need for further registration under the Securities Act. However, if the shares of Common stock are purchased by one of our “affiliates,” it may not be resold unless it is registered under an effective registration statement or qualifies for an exemption from registration, such as the exemption provided under Rule 144 of the Securities Act.

The shares of Common stock currently held by existing shareholders, as well as any shares that may be issued upon the exercise of outstanding options following the completion of this offering, are classified as “restricted securities” under Rule 144 of the Securities Act. These restricted securities can only be sold in the United States if they are registered or if they meet the conditions for an exemption from registration under Rule 144 or Rule 701 of the Securities Act. The specific requirements of these rules are outlined below.

Lock-Up Agreements

Our directors, executive officers, and shareholders have entered into agreements, subject to limited exceptions, not to offer, pledge, announce the intention to sell, 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, or otherwise dispose of, directly or indirectly, any of our Common stock or other securities for a period of six months from the date of this prospectus. This includes refraining from entering into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of such securities without the prior written consent of the representative. Additionally, the Company is prohibited from conducting any offerings during this period and from re-pricing or changing the terms of existing options and warrants.

Rule 144

All of our Ordinary Shares outstanding prior to this offering are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

Our affiliates are subject to additional restrictions under Rule 144. Our affiliates may only sell a number of restricted shares within any three-month period that does not exceed the greater of the following:

●      1% of the then outstanding Ordinary Shares, which will equal approximately Ordinary Shares immediately after this offering; or

●      the average weekly trading volume of our Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Affiliates who sell restricted securities under Rule 144 may not solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availability of current public information about us.

Persons who are not our affiliates are only subject to one of these additional restrictions, the requirement of the availability of current public information about us, and this additional restriction does not apply if they have beneficially owned our restricted shares for more than one year.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our Ordinary Shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such Ordinary Shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

UNDERWRITING

In connection with this offering, we will enter into an underwriting agreement with Manhattan Securities Group Limited, a Hong Kong company, as the Representative, in this offering. The Representative may retain other brokers or dealers to act as a sub-agents or selected dealers on their behalf in connection with this offering. The Underwriter will be agreed to purchase from us, on a firm commitment basis, the number of ordinary shares set forth opposite its name below, at the offering price less the underwriting discounts set forth on the cover page of this prospectus:

The Underwriter is offering the Common Stock subject to its acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the Underwriter to pay for and accept delivery of the shares offered by this prospectus are subject to the approval of certain legal matters by its counsel and to other conditions. The Underwriter is obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. However, the Underwriter is not required to take or pay for the shares covered by the Representative’s option to purchase additional shares described below.

Certain of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC. Manhattan Securities Group Limited is not a broker-dealer registered with the SEC and does not intend to make any offers or sales of the ordinary shares within the U.S. or to any U.S. persons.

Fees, Commissions and Expense Reimbursement

The following table shows the underwriting fees/commission payable to the Underwriter with this offering:

In addition to the cash commission, we will also reimburse the Underwriter for accountable out-of-pocket expenses not to exceed $[ ]. Such accountable out-of-pocket expenses include no more than $[ ] in Underwriter’s legal counsel fees, due diligence and other like expenses not to exceed $[ ] and road show, travel, on-boarding fees and other reasonable out-of-pocket accountable expenses not to exceed $[ ], background checks expenses not to exceed $[ ], and DTC eligibility fees and expenses not to exceed $[ ]. We have paid to $ in accountable expenses as of the date hereof, which will be refundable to us to the extent actually not incurred by the Underwriter in accordance with FINRA Rule 5110(f)(2)(C).

We estimate that the total expenses payable by us in connection with the offering, other than the underwriting fees and commissions, will be approximately $[ ].

The underwriting data used below is derived from industry practice and normal fees, which will not be formally recognized until an underwriting agreement is reached. The foregoing does not purport to be a complete statement of the terms and conditions of the underwriting agreement and subscription agreement.

Lock-Up Agreements

Pricing of the Offering

Prior to the completion of this offering, there has been no public market for our Common Stock shares. The initial public offering price of the Common Stock shares has been negotiated between us and the underwriters. Among the factors considered in determining the initial public offering price of the Common Stock shares, in addition to the prevailing market conditions, are our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

Electronic Offer, Sale, and Distribution of Common Stock Shares

A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of Common Stock shares to selling group members for sale to its online brokerage account holders. The Common Stock shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.

Price Stabilization

The Underwriter will be required to comply with the Securities Act and the Exchange Act, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of capital stock by the Underwriter acting as principal. Under these rules and regulations, the Underwriter:

·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. 

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the Common Stock shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or the Common Stock shares, where action for that purpose is required. Accordingly, the Common Stock shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Common Stock shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

We are committed to ensuring that our financial information is equally accessible to all interested parties and investors by adhering to the disclosure requirements of Regulation S-K for smaller reporting companies under the Securities Exchange Act. We will also file Form 8-K and other proxy and information statements from time to time as required. The public can access and copy any materials we file with the SEC at the SEC’s Public Reference Room located at 100 F Street NE, Washington, DC 20549. For more information on the Public Reference Room, the public may call the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site at http://www.sec.gov where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC can be found.

The Company’s mailing address is 1968 S. Coast Hwy #2854, Laguna Beach, CA 92651. If a shareholder wishes to contact the Company in writing, please kindly utilize the aforementioned mailing address and address mail to our CEO, Li Yang Guang.

We do not own or rent any properties. At present, we utilize the office space located at 1968 S. Coast Hwy #2854, Laguna Beach, CA 92651 and we are not charged for this use.

As of the date of this filing, we, and our officers and directors, are not currently involved in any legal proceedings of any kind.

As of the date of this Registration Statement, we do not have any patents or trademarks, nor have we applied for any patents or trademarks.

Below please find the biographical information regarding our officers and directors:

Officer/ Director Biography

Li Yang Guang - Chief Executive Officer, Director

Li Yang Guang was born in 1984. From 2002 to 2008, he studied at Auckland University of Technology in New Zealand, majoring in Business Administration, which provided a theoretical basis for his future business management work.

From 2005 to 2009, he worked for the New Zealand coffee chain brand Hollywood bakery. Starting as a store clerk, he gradually advanced to a position responsible for overall operations and management through his own efforts. During this period, he gained experience in the operation and management of chain brands and became familiar with various aspects of the coffee chain industry, including daily store operations, personnel management, and customer service.

From 2009 to 2023, he served as the general manager and chairman of Beijing Ashia Investment Management Co., Ltd. and concurrently as the president of Gansu Ashia Hospitality Management Co., Ltd. He was in charge of new store openings, regional expansion, strategic investment, and overall operation management. During his tenure, he managed over 50 stores, helping Ashia grow from a Gansu-based enterprise to a cross-regional group with a presence in Beijing, Shanghai, Chongqing, Singapore and other regions. He also invested in more than 10 companies in industries such as technology, cultural education, and business planning, accumulating investment experience and industry resources.

In 2023, he founded Ashia Hospitality Management Group Limited in Hong Kong. Based on Ashia’s customer-group experience and the development concept of Gansu Ashia Hospitality Management Co., Ltd.’s customer-service system, combined with his years of management and entrepreneurial experience, he created a living-value space for people based on the catering industry, exploring new development models and commercial values in the catering industry.

Wang Li, Chief Operation Officer, Director

Wang was formerly the General Manager of Chongqing Huafu Enterprise Management Consulting Co., LTD. During his tenure, he was involved in China's government investment promotion, project promotion, and the settlement of international projects in China. He assisted international clients in getting cooperation opportunities and dealt with investment risk control when they negotiated with the Chinese government.

Also, he took part in the strategic planning and operation management of industrial projects, and was engaged in the overseas investment activities of domestic clients. He contributed to the development of the serviced enterprises.

Additionally, Wang serves as the Vice President of the China International Finance Foundation, the Secretary - General of the Urban Development and Cooperation Committee of the SCO Countries Multifunctional Economic and Trade Platform, the Secretary - General of the Urban Development and Cooperation Special Committee of the Chongqing Brand Promotion Association, and the Business Representative of China for the BRICS Health Working Committee.

Wang Chao, Chief Financial Officer, Director

Mr. Wang Chao now serves as the Chief Financial Officer and Director of the Company. Mr. Wang possesses over a decade of extensive and profound experience in the realm of capital operation. From 2010 to 2013, he assumed the role of Financial Director for Scientific Research Projects at Datang Telecom Technology Industries Group Xingtang Company. From 2013 to 2014, he took on the position of Trust Financial Manager at China Minsheng Trust Co., Ltd. From 2014 to 2015, he served as an Investment Manager at China Cinda Asset Management Co., Ltd. From 2015 to 2017, he held the position of Deputy General Manager at Mingtai Capital. From 2017 to 2022, he was the Deputy General Manager at Jiayi Fund. Since 2022, he has been the Deputy General Manager at Zhonghong Fund. He graduated from the University of International Business and Economics with a dual-bachelor’s degree in finance and management from 2006 to 2010, and later obtained the master’s degree in theoretical economics from Tsinghua University from 2013 to 2015. He is also a participant in the China Institute for International Cooperation Yale School of Management joint program from 2019 to 2024 and is currently attending the Philosophy class at Tsinghua University’s College of Humanities since 2024.

As a certified CPA (Australia) and CMA, and also equipped with securities and fund practice qualifications, Mr. Wang demonstrates a high level of proficiency in financial analysis, value assessment, and business judgment. He has an in-depth and comprehensive understanding of a diverse range of financial instruments and stands out in his ability to design capital market transaction structures within the context of investment banking. Mr. Wang has led asset management businesses, amassing a cumulative scale that exceeds 100 billion yuan. Under his leadership, the investment banking business has reached a value of over 50 billion yuan, and the PE funds he has managed have surpassed the 10-billion-yuan mark. His rich experience encompasses various domains, including trust, asset management, investment banking, value-based investment, and industrial funds. With his rich experience and outstanding skills in the capital market, Mr. Wang will play a pivotal and crucial role in the company’s endeavors as it ventures further into the capital market.

Corporate Governance

The Company emphasizes accountability for maintaining honest and ethical conduct. It is committed to providing full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC, as well as in other public communications. Additionally, the Company strives to comply with all applicable governmental laws, rules, and regulations. However, as the Company is not required to do so, it has not formally adopted a written code of business conduct and ethics governing its employees, officers, or directors.

In lieu of an Audit Committee, the Company’s directors undertake the responsibilities of reviewing and making recommendations regarding the selection of external auditors. They also oversee the scope, results, and effectiveness of the annual audit of the Company’s financial statements, as well as other services provided by the Company’s independent public accountants. Currently, the Board of Directors consists of three members, Mr. Li Yang Guang, Mr. Wang Li and Mr. Wang Chao, are responsible for reviewing the Company’s internal accounting controls, practices, and policies.

Committees of the Board

Compensation Committee

Our compensation committee will consist of _______________, _______________ and _______________ and will be chaired by _______________. Our board of directors has determined that _______________ and _______________ satisfy the “independence” requirements of Nasdaq Marketplace Rule 5605(a)(2). Our compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our executive officers.

The compensation committee is responsible for, among other things:

•    reviewing and approving, or recommending to the board for its approval, the compensation of our executive officers;

•    reviewing and evaluating our executive compensation and benefits policies generally;

•    in consultation with our chief executive officer, whom we will appoint, periodically reviewing our management succession planning;

•    reporting to our board of directors periodically;

•    evaluating its own performance and reporting to our board of directors on such evaluation;

•    periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; and

•    selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nomination and Corporate Governance Committee

Our nomination and corporate governance committee will consist of _______________, _______________ and _______________, and will be chaired by _______________. Our board of directors has determined that _______________ and _______________ satisfy the “independence” requirements of Nasdaq Marketplace Rule 5605(a)(2). The nomination and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

The nomination and corporate governance committee is responsible for, among other things:

•    identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees;

•    evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation;

•    leading our board of directors in a self-evaluation to determine whether it and its committees are functioning effectively;

•    reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to our board of directors;

•    reviewing and approving compensation (including equity-based compensation) for our directors;

•    overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and

•    reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.

Strategy Committee

The Strategy Committee is the core organization of the Company’s strategic decision-making and management, mainly responsible for formulating the Company’s strategic plan, defining the direction of development, evaluating and deciding on major investment projects, and supervising the Company’s compliance operation. Through in-depth analysis of macroeconomics, industry dynamics and the Company’s resources, it ensures that the strategies are in line with the market trends, guides the rational allocation of resources, and promotes business expansion and upgrading, while at the same time, it supervises the Company’s compliance with laws and regulations and internal systems, guards against compliance risks, and maintains the Company’s reputation. Through regular meetings, special studies and communication with the management, the Strategy Committee provides professional guidance for the Company’s decision-making, ensures the realization of strategic objectives, and contributes to the Company’s sound development.

Executive Committee

The Executive Committee is the key executive body for the implementation of the strategy, and its main responsibility is to implement the strategic planning and guidance requirements formulated by the Strategy Committee into daily operations. The Executive Committee ensures the effective promotion of strategic initiatives in all business units and levels of the Company by breaking down strategic objectives and formulating detailed action plans and timetables. It is responsible for coordinating the resources of various departments, solving problems encountered in the process of strategy implementation, supervising the progress of strategy implementation, and providing timely feedback to the Strategy Committee on the implementation status, so as to ensure that the entire process of the Company’s strategy from planning to implementation is carried out in an efficient and orderly manner, and to promote the smooth realization of the Company’s strategic objectives.

Audit Committee Financial Expert

Our Board of Directors, consisting of Mr. Li Yang Guang, Mr. Wang Li and Mr. Wang Chao, has determined that we do not have a board member who qualifies as an “audit committee financial expert” as defined in Regulation S-K. Additionally, none of our Board members meet the definition of “independent” as used in Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined in FINRA Rules. We believe that our current directors, Mr. Li Yang Guang, Mr. Wang Li and Mr. Wang Chao, are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Our directors do not believe that it is necessary to have an audit committee, as management is confident that the Board of Directors can adequately perform the functions of an audit committee. Furthermore, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome. Given our stage of development and current financial condition, such a measure is not warranted at this time.

Independence of Directors

We are not required to have independent members on our Board of Directors and do not currently plan to appoint any independent directors, as defined by the standards mentioned above. At present, the Board of Directors consists of Mr. Li Yang Guang, Mr. Wang Li and Mr. Wang Chao.

Code of Ethics

We have not established a formal Code of Ethics. Our Board of Directors, comprising Mr. Li Yang Guang, Mr. Wang Li and Mr. Wang Chao, has assessed the Company’s operations and employee structure. Given that the business is managed by a small number of individuals, we believe that general fiduciary duties and existing federal and state criminal, business conduct, and securities laws provide sufficient ethical guidance. However, if our operations, employee base, or board of directors expand in the future, we may consider adopting a formal Code of Ethics.

Shareholder Proposals

Our Company has not established any formal policies or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given our current stage of development, implementing a specific nominating policy would be premature and of limited value until our business operations reach a more advanced stage. At present, we do not have any specific or minimum criteria for the election of nominees to the Board of Directors, nor do we have a defined process or procedure for evaluating such nominees. The Board of Directors will consider all candidates, regardless of whether they are submitted by management or shareholders, and make recommendations for their election or appointment.

Shareholders who wish to communicate with the Board of Directors may do so by sending a written request addressed to our CEO and Director, Li Yang Guang, at the address listed on the first page of this Registration Statement.

The following table provide details regarding the compensation paid, earned, or accrued by the Company’s CEO and CFO for their service during the fiscal periods ended December 31, 2024.

This table includes information for all executive officers of the Company who served in these capacities as of the end of the fiscal year.

Summary of Compensation 

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Director Compensation

Our Board of Directors currently does not receive any compensation for their services as members of the Board. However, the Board retains the discretion to compensate its members in the future, either through cash or stock-based awards, for their contributions to the Company. The amount of any such compensation, if granted, will be determined solely by the Board of Directors.

Executive Compensation Philosophy

The compensation of our executive officers is determined exclusively by our Board of Directors. The Board retains the right to compensate our current and future executives through a variety of means, including paying salaries, issuing shares of common stock in consideration for services rendered, and awarding incentive bonuses tied to both the Company’s performance and the individual executive officer’s performance. Additionally, the compensation package may include long-term, stock-based incentives for certain executives, designed to align their performance with our long-term business strategies. Although the Board has not granted any performance-based stock options to date, it reserves the right to do so in the future if it determines that such grants would be in the best interests of the Company.

Incentive Bonus and Future Stock-based Compensation

The Board of Directors may, at its sole discretion, award incentive bonuses to our current and future executive officers if it determines that such bonuses are in the Company’s best interest. This decision will be based on an evaluation of our current business objectives, growth (if any), and the monthly revenue generated, which is directly attributable to the actions and capabilities of the executives.

To attract, retain, and motivate the executive talent needed to support the Company’s long-term business strategy, our Board of Directors may, at its sole discretion, award long-term, stock-based compensation to our current and future executives in the future. However, we currently have no immediate plans to do so.

The following table sets forth, as of December 31, 2024, certain information concerning the beneficial ownership of our Common Stock by each director. The address for the below beneficial owner(s) are the same as the Company unless otherwise noted.

Beneficial ownership is determined in accordance with Section 13 under the Exchange Act. Under this rule, shares may be considered beneficially owned by more than one person if they share voting or disposition power over the shares. Additionally, shares that a person has the right to acquire within 60 days (e.g., through the exercise of an option or warrant) are also deemed beneficially owned. When calculating the ownership percentage of an individual, the number of shares includes those that can be acquired through such rights. Consequently, the percentage of outstanding shares shown for any person in the table above may not necessarily reflect their actual voting power on any specific date.

Review, Approval and Ratification of Related Party Transactions

At our current early stage of development and with limited financial resources, we have not yet implemented formal policies and procedures for reviewing, approving, or ratifying transactions with our executive officers, directors, and significant stockholders, such as those described above. However, we plan to establish these formal policies in the future once we have adequate resources and additional directors in place. Moving forward, our directors will continue to approve any related-party transactions on an ongoing basis.

MATERIAL CHANGES

From the inception to now, there is no material change in Wise Ocean.

The estimated costs (assuming all shares are sold) of this offering are as follows:

Pursuant to our Bylaws, any individual who is or has been a party to, or is threatened to be made a party to, or is involved in any legal action, suit, or proceeding—whether civil, criminal, administrative, or investigative—due to their role as a Director or Officer of the Company, or their service at the Company’s request as a Director or Officer of another entity, or as a representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent permitted by the laws of the State of California. This indemnification extends to all expenses, liabilities, and losses (including attorneys’ fees, judgments, fines, and settlement amounts) reasonably incurred or suffered in connection with such actions. Such right of indemnification shall be contractual and may be enforced by the individual in any manner they deem appropriate. Furthermore, the Company shall pay the expenses incurred by Officers and Directors in defending any civil or criminal action, suit, or proceeding as they are incurred and prior to the final disposition of the matter, provided the indemnified party or their representative undertakes to repay the Corporation if a court of competent jurisdiction ultimately determines that the party is not entitled to indemnification. Such right of indemnification shall not be exclusive, and Directors, Officers, or representatives may also be entitled to additional indemnification rights under any bylaw, agreement, shareholder vote, legal provision, or other means, in addition to the rights granted under this Article.

To further clarify and expand on the foregoing, the Board of Directors may, at any time, adopt additional bylaws regarding indemnification to ensure that the Company always provides the maximum level of indemnification permitted by the laws of the State of California. Additionally, the Board may authorize the Company to purchase and maintain insurance on behalf of any individual who is or has been a Director or Officer of the Company, or who has served at the Company’s request as a Director or Officer of another entity, or as a representative in a partnership, joint venture, trust, or other enterprise. Such indemnification would cover any liabilities asserted against such person arising from their roles or statuses, regardless of whether the Company has the power to indemnify them directly. The indemnification provided hereunder shall remain in effect for individuals who are no longer Directors, Officers, Employees, or Agents of the Corporation and shall inure to the benefits of the heirs, executors, and administrators of such person.

To the extent that indemnification for liabilities arising under the Securities Act of 1933 is permitted to directors, officers, or controlling persons of the registrant under the provisions stated above, the registrant has been advised that the Securities and Exchange Commission believes such indemnification contravenes the public policy set forth in the Securities Act and is, as a result, unenforceable.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

a) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

1)include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 

2)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and 

3)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 

b)  For purposes of determining any liability under the Securities Act of 1933, to provide the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 c) For the purpose of determining any liability under the Securities Act of 1933, to provide each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Laguna Beach, state of California, on April 22, 2025.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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