作为 向美国证券交易公司提交缺席 2024年10月31日。

登记 声明号333-280554

联合 国

证券 交易委员会

华盛顿， 特区20549

修正案 号4至

形式 F-1

登记 声明

在……下面

的 1933年证券法

格洛巴文 控股有限公司

（确切的 章程中规定的注册人名称）

办公室 1401，Level 14，197 St Georges Tce，

珀斯， WA 6000，

澳大利亚

+61 08 6141 3263

（地址， 包括登记人主要行政办公室的邮政编码和电话号码（包括地区代码）

C/O Cogency Global Inc.

122 东42^nd 街, 18楼

新 纽约州约克10168

+212 947-7200

(Name, 服务代理人的地址（包括邮政编码）和电话号码（包括地区代码）

副本 致：

近似 拟向公众出售的开始日期： 在本登记声明生效后，在切实可行的范围内尽快办理。

如果 根据第415条，在此表格上登记的任何证券都将延迟或连续发售 证券法，勾选以下方框。☒

如果 提交本表格是为了根据《证券法》第462（b）条登记发行的额外证券，请检查以下内容 方框并列出同一发行的早期有效登记声明的证券法登记声明编号。 ☐

如果 本表格是根据《证券法》第462（c）条提交的生效后修正案，勾选以下方框并列出 同一发行的早期有效登记声明的证券法登记声明编号。☐

如果 本表格是根据《证券法》第462（d）条提交的生效后修正案，勾选以下方框并列出 同一发行的早期有效登记声明的证券法登记声明编号。☐

指示 勾选注册人是否是《证券法》第405条定义的新兴成长公司：新兴成长公司 ☒

如果 一家新兴成长型公司，根据公认的会计原则编制财务报表 美国（“美国GAAP”），请勾选标记注明注册人是否选择不使用延长的过渡期 遵守任何新的或修订的财务会计准则^† 根据第7（a）（2）（B）条提供 证券法。☐

的 注册人特此修改本注册声明，将其生效日期推迟至 注册人应提交进一步修正案，明确规定本注册声明此后生效 根据证券法第8（a）条或直至登记声明于 委员会根据第8（a）条行事，可以确定。

的 本招股说明书中的信息不完整，可能会更改。在登记声明之前，我们可能不会出售这些证券 向美国证券交易委员会提交的有效性。本招股说明书并非出售这些证券的要约，它 不会在任何不允许要约或出售的司法管辖区征求购买这些证券的要约。

起来 普通股最多2000万美元

306,123 普通股 作为初始承诺份额

和

最多306，123股普通股作为调整股份

格洛巴文 控股有限公司

这 招股说明书涉及特拉华州有限责任公司Square Gate Capital Master Fund LLC-Series 1不时转售的内容 本公司普通股(“投资者”)，每股票面价值0.001美元(以下简称“普通股”) 最高可达20,000,000.00美元(“ELOC股份”)，约相当于23,389,077股普通股 根据我们的股票在纳斯达克资本市场(简称纳斯达克)2024年6月27日的收盘价0.8551美元 每股，我们已经或可能根据3月15日的股权购买协议向投资者发行， 2024年，由吾等与投资者(“ELOC购买协议”)订立承诺的股权安排(“安排”) 或“股权授信额度”)，连同(I)本公司已向投资者发行的306,123股普通股 根据《ELOC购买协议》，该贷款的承诺额(“初始承诺额”) 及(Ii)最多可额外增发306,123股普通股(“True-Up股份”，连同初步承诺股， 承诺股)，只有在(X)普通股在交易中的收盘价乘积 锁定终止日期的后一天(如ELOC购买协议所定义)和(Y)初始承诺股的数量 少于300,000美元，然后仅在导致承诺股份在该日期的价值为300,000美元的范围内。我们是 不出售本招股说明书下的任何证券，也不会从投资者出售ELOC股票中获得任何收益。 然而，根据ELOC购买协议，我们可能从投资者那里获得总计高达2,000美元的万总收益 于本招股说明书日期后，根据ELOC购买协议向投资者出售ELOC股份。看见他说：“ 股权授信额度“有关ELOC购买协议和设施的说明，请参阅“出售股东” 有关投资者的其他信息，请访问。

这个 投资者可以公开或通过私下交易的方式提供、出售或分派在此登记的全部或部分ELOC股份 按现行市场价格或按谈判价格计算。我们将承担与注册有关的所有费用、开支和费用。 这些ELOC股票，包括在遵守国家证券或“蓝天”法律方面。时间和数量 任何出售均由投资者自行决定。根据修订后的1933年证券法，投资者是承销商 (“证券法”)，并将支付或承担他们收到的任何折扣、佣金或优惠，除非另有规定 在ELOC购买协议中排名第四。尽管投资者有义务 根据ELOC购买协议的条款购买我们的ELOC股份，只要我们选择将该等ELOC股份出售给 (在某些条件下)，不能保证投资者将出售根据以下条款购买的任何或全部ELOC股票 根据本招股说明书签订的ELOC购买协议。看见“分销计划。”

给定 我们的股票相对缺乏流动性，根据本招股说明书的注册声明出售我们的普通股 部分可能导致我们证券的市场价格大幅下跌。

的 普通股在纳斯达克上市，代码为“GVH”。2024年10月30日，最后一次报告售价 我们在纳斯达克的普通股价格为每股0.9201美元。

在8月 2024年16日，我们收到纳斯达克的通知，称我们不符合纳斯达克在以下方面的最低投标价格要求 纳斯达克上市规则第5550(A)(2)条，作为我们普通股的最低竞价已经连续30年低于每股1.00美元 营业天数(“最低投标价格要求”)。根据纳斯达克上市规则第5810(C)(3)(A)条，我们必须在2025年2月12日之前恢复遵守 最低投标价格要求。为了重新获得合规，我们普通股的最低投标价格必须达到或超过每股1.00美元 在此宽限期内至少连续十个工作日共享。如果我们不能重新遵守 最低投标价格要求在2025年2月12日之前，我们可能有资格获得额外的180个日历天的合规期。如果我们 在合规期(或第二次合规)结束前未重新遵守最低投标价格要求 期间，如果适用)，我们的普通股将被摘牌。请参阅“奉献--纳斯达克的缺憾 告示“和”风险因素-与我们普通股相关的风险-我们收到了一个缺口 纳斯达克发出的关于我们未遵守纳斯达克持续上市要求的信件，以及我们的普通股可能 如果我们未能重新获得合规，将被从纳斯达克退市。”

投资者 请注意，您正在购买一家开曼群岛控股公司的股份，该公司的运营子公司在香港开展业务。

格洛巴文德 Holdings是一家在开曼群岛注册成立的控股公司，自己没有重大业务，我们开展业务 主要通过Globavend Hk在香港销售。提及“公司”、“我们”、“我们”和“我们的” 招股说明书中的招股说明书是发给Globavend Holdings的，该公司是开曼群岛实体，将发行所要约的普通股。引用 截至本招股说明书日期，“Globavend HK”指我们唯一的运营子公司。这是普通人的奉献 开曼群岛控股公司Globavend Holdings的股份，而不是Globavend Hk的股份。投资者对此 要约不得直接持有Globavend Hk的任何股权。

投资 我们的普通股具有高度投机性并涉及高度风险。在购买任何股票之前，您应该仔细阅读 从本招股说明书第16页开始的“风险因素”中讨论了投资我们普通股的重大风险。

我们的 业务主要设在中华人民共和国香港特别行政区Republic of China(“中国”) 或“中华人民共和国”)，有自己的独立于大陆的政府和法律制度中国，包括有自己的 明确的法律法规。截至本招股说明书日期，我们不受中国政府的直接影响或 关于我们在中国境外开展业务活动的方式的酌情决定权。然而，由于长臂条款下的 在现行的中国法律法规中，在法律的实施和解释方面仍然存在监管的不确定性 在中国。此外，所有与在中国营运有关的法律及营运风险亦适用于我们在香港的营运。 我们面临着与解释和应用复杂和不断变化的中国法律相关的风险和不确定因素。 和法规，以及最近中国政府的声明和监管发展是否以及如何，例如与 数据和网络空间安全以及反垄断担忧将适用于Globavend Holdings或Globavend HK，因为 我们在香港的独家运营子公司的运营，以及中国政府可能行使重大 监督在香港的商业行为。我们还面临着不确定的风险，不确定美国政府未来的任何行动 中华人民共和国政府或香港当局在这方面的责任。

应该 中国政府选择对我们的业务进行重大监督和自由裁量权，他们可能会干预或 影响我们的运营。此类政府行动：

我们 我们意识到，最近，中国政府推出了一系列监管行动和新政策来规范企业经营 在中国的某些地区几乎没有事先通知，包括打击证券市场的非法活动，加强 对采用可变利益实体(VIE)结构的中国境外上市公司进行监管，采取新措施 扩大网络安全审查范围，加大反垄断执法力度。由于这些声明和监管机构 行动是新的，立法或行政法规制定机构将在多长时间内做出反应以及现有的 或者修改或者颁布新的法律、法规或者具体的实施和解释。它也高度地 不确定这些修改或新的法律法规将对Globavend HK的日常业务运营产生什么潜在影响， 它接受外国投资的能力，以及我们的普通股在美国或其他外国交易所上市的能力。中华人民共和国政府 可能随时干预或影响我们的运营，并可能对海外和外国投资的发行施加更多控制 在香港的发行人。中国政府也可能干预或限制我们离开香港进行分销的能力。 盈利及派发股息，或再投资于香港以外的业务。此外，中国监管部门未来可能会 颁布法律、法规或实施细则，要求我们公司或我们的任何子公司获得监管部门的批准 在此次发行之前从中国当局获得。这些行动可能会导致我们的运营发生实质性变化，并可能显著 限制或完全阻碍我们完成此次发售的能力，或导致我们普通股的价值大幅下降或 变得一文不值。请参阅“招股说明书摘要-中国监管的最新发展”从第9页开始。

我们 总部位于香港而不是中国大陆。我们在公司结构中不使用VIE。我们，通过间接全资 子公司Globavend Hk在香港、澳大利亚和新西兰提供端到端供应链解决方案 作为电子商务物流提供商。

AS 在本招股说明书日期，我们在香港的业务和我们在美国的注册公开招股不受 中国网信办或中国证监会的审查或事先批准 (“中国证监会”)，因为(I)中国证监会目前没有发布任何关于发行是否 与我们在本招股说明书下的一样，均受这项规定所规限；及(Ii)Globavend HK是在香港成立和营运的 不属于中国证监会审查的境外证券发行行业和公司类别 或者CAC。然而，由于中国的法律、法规或政策可能会迅速变化，不确定性仍然存在 在未来。如果(一)中国政府扩大了其外国证券的行业和公司的类别 发行受到中国证监会或CAC的审查，我们需要获得此类许可或批准，或者(Ii)我们无意中 结论是不需要相关权限或批准，或者我们没有收到或维护相关权限或批准 中国政府采取的任何行动都可能大大限制或完全阻碍我们在香港的业务和我们的能力 向投资者提供或继续提供我们的普通股，并可能导致此类证券的价值大幅下降 或者一文不值，甚至退市我们的普通股。我们的普通股退市，或者他们的威胁 被摘牌，可能会对您未来的投资价值产生实质性的不利影响。

在……上面 2021年12月24日，证监会发布《管理规定草案》和《备案办法草案》，均有评议期 该协议于2022年1月23日到期。管理规定草案和备案办法草案规范了行政管理制度、备案 境内机构直接或间接在境外发行上市交易证券的管理及其他有关规则 企业。“《管理规定(草案)》明确，中国证监会对境外证券具有监管权 境内企业发行上市“，并要求”境内企业“完成备案手续。 如果他们希望在海外上市，可以向中国证监会申请。2023年2月17日，证监会发布《境外证券管理试行办法》 境内公司发行上市和五个解释指引(统称为《中国证监会备案规则》)。根据 根据中国证监会的备案规则，寻求在海外直接或间接发行或上市证券的国内公司应履行 备案程序并向中国证监会报告相关信息；如不遵守填报程序，可能会导致行政处罚 处罚，如责令改正、警告和罚款。2022年4月2日，中国证监会公布了《档案规则》草案，向社会公布 评论。这些规则规定，境内公司、境内公司以及证券公司在境外上市活动中 提供相关证券服务的证券服务机构应当建立健全保密制度 不得泄露国家秘密或者损害国家和社会公共利益。

下 《中国证监会备案规则》规定，中国境内公司开展境外证券发行和上市活动，无论是直接 或间接形式的，应按照《中国证券交易委员会备案规则》的要求，在三个工作范围内向中国证券交易委员会完成备案手续 提交首次公开发行股票或上市申请后的几天。

管理 了解截至本招股说明书日期，Globavend HK在中国没有任何业务，也不需要完成备案程序 按照《中国证监会备案规则》的要求向证监会备案。虽然Globavend HK目前在中国没有业务，但我们应该 在中国有任何未来的业务，如果我们(I)未能获得或维护此类许可或批准，(Ii)无意中结束 不需要此类许可或批准，或(Iii)适用的法律、法规或解释发生变化并需要我们 为了在未来获得此类许可或批准，我们可能面临中国证监会、CAC或其他中国监管机构的制裁。这些 监管机构还可能对我们在中国的经营处以罚款和处罚，限制我们在境外分红的能力 中国，限制我们在中国的业务，推迟或限制本次发行所得资金汇回中国或采取其他方式 可能对我们的业务以及我们普通股的交易价格产生实质性不利影响的行为。我们可能需要 重组我们的业务以符合该等法规，或可能完全停止在中国的业务。中国证监会、中国民航总局 或其他中国监管机构也可能采取行动，要求我们或使我们明智地在和解之前停止此次发行 和交付我们的普通股。此外，如果中国证监会、中国食品药品监督管理局或其他中国监管机构后来颁布了新的规则，要求 如果我们获得了他们对此次发行的批准，我们可能无法获得此类批准要求的豁免，如果和当程序 都是为了获得这样的豁免而设立的。中国政府采取的任何行动都可能严重限制或完全阻碍我们的行动 以及我们向投资者提供或继续提供证券的能力，并可能导致此类证券的价值大幅上升 要么拒绝，要么一文不值。

此外， 2021年7月10日，CAC发布了《网络安全审查办法》修订草案，征求公众意见，其中要求 其他人，除了任何「关键信息基础设施的运营者」，任何「数据处理者」控制 寻求在外国证券交易所上市的不少于100万用户的个人信息也应受到网络安全的保护 审查，并进一步阐述了在评估相关活动的国家安全风险时要考虑的因素。在……上面 2021年12月28日，CAC、国家发展和改革委员会(发改委)和其他几个部门联合 发布修订后的《网络安全审查办法》，正式生效，取代了现行的网络安全审查办法 2022年2月15日。根据修订后的审查办法，如果拥有 超过100万用户的个人数据打算在外国上市，必须申请网络安全审查。基于 刊登在国家密码管理局官网的一套关于印发修订后的《密码管理办法》的问答 审查办法，该管理局官员表示，网络平台经营者应申请网络安全审查 在向非中国证券监管机构提交上市申请之前。此外，CAC还发布了条例草案 《关于网络数据安全管理的意见》于2021年11月向社会公开征求意见，其中规定了数据处理员 境外上市公司必须自行或委托数据安全服务提供商进行年度数据安全审查，并提交 在次年1月31日前向市网络安全部门提交某一年的年度数据安全审查报告。 鉴于《经修订的审查措施》的印发时间较晚，其效力尚待确定，普遍缺乏指导 在其解释和实施方面存在很大的不确定性。目前尚不清楚一家香港公司是否 向中国个人收集个人信息的机构应遵守修订后的《审查办法》。我们目前并不认为 经修订的检讨措施对我们的业务、我们的运作或是次发售有影响，因为我们不相信Globavend HK 将被视为「关键信息基础设施的操作员」或「数据处理者」控制 不少于100万用户的个人信息，在上市前需要提交网络安全审查 美国，因为(I)Globavend HK是在香港组织和运营的，修订后的审查措施是否应该 适用于香港公司；(Ii)Globavend HK在中国没有任何附属公司或VIE架构；(Iii)截至 招股书，Globavend HK没有收集或存储任何中国个人客户的个人信息，这些信息也构成 远远少于100万用户；及(Iv)截至本招股说明书日期，Globavend HK尚未收到任何中国政府的通知 提交网络安全审查的任何要求的权威。然而，解释中仍然存在重大不确定性。 以及中国有关网络安全法律法规的执行。如果未来通过修订后的审查措施成为法律 若Globavend HK被视为「关键资讯基建营运商」或「数据处理商」 控制不少于100万用户的个人信息、我们子公司的运营和我们普通股的上市 在美国上市的股票可能会受到CAC的网络安全审查。

我们 已获我们的香港律师告知，根据他们对香港现行法律的理解，截至本招股说明书日期， 本公司及Globavend HK在香港上市前，无须获得香港当局的任何许可或批准。 美国和向外国投资者发行我们的普通股。本公司尚未申请此类许可或批准和/或 其子公司或被任何相关当局否认。截至招股说明书日期，Globavend HK不需要任何必要的 香港当局准许或批准其经营业务。Globavend HK已获得所有必要的许可 或获香港当局批准在香港经营业务，包括但不限于商业登记 证书。然而，我们的香港律师告知我们，由于法律有可能， 香港的法规或政策未来可能会迅速变化。

基座 关于管理层对公司及其子公司目前在中国没有实质性业务的内部评估 了解截至本招股说明书日期，本公司不需要获得中国当局的任何许可或批准 在美国上市并向包括CAC或中国证监会在内的外国投资者发行我们的普通股之前，因为(I) 中国证监会目前尚未发布关于本招股说明书下的我们这样的发行是否 除本条另有规定外；及。(Ii)该公司在香港经营，并不包括在行业及公司类别内。 其境外证券发行须经中国证监会或中国证监会审核。我们亦明白环球香港并不是必需的 自本招股说明书发布之日起，获得任何中国当局的许可或批准以经营其业务。不是 本公司已申请许可或批准，或被任何相关当局拒绝。

在……里面 此外，我们的普通股可能被禁止在全国性交易所或场外交易市场进行交易 如果上市公司会计监督委员会(美国)(「PCAOB」)，公司问责法(「HFCA法」) 连续两年不能检查我们的审计师。根据《HFCA法案》，PCAOB于#年#月发布了一份确定报告 2021年16日，发现PCAOB无法检查或调查总部位于以下地点的完整注册会计师事务所： (I)中国内地的中国；及。(Ii)香港；而该报告指出哪些注册会计师事务所是 受制于这些决定。2022年8月26日，PCAOB与中国证监会和中国所在部门签署了《议定书声明 财政部(「中华人民共和国财政部」)关于合作监督在PCAOB注册的会计师事务所，总部设在 内地中国和香港。根据《议定书声明》，PCAOB对选定的注册公共会计进行了检查 2022年9月至2022年11月期间在香港须提交裁定报告的公司。2022年12月15日，PCAOB董事会 宣布它已经完成了检查，确定它有完全的检查权限或完全登记的调查 会计师事务所总部设在内地和香港的中国，并投票决定腾出认定报告。我们的审计师，ZH 出具本招股说明书所列审计报告的独立注册会计师事务所CPA，LLC，作为审计师 在美国公开交易的公司和在PCAOB注册的公司，受美国法律的约束 在此基础上，PCAOB进行定期检查，以评估ZH CPA，LLC是否符合适用的专业标准。 ZH CPA，LLC总部位于科罗拉多州丹佛市，可以接受PCAOB的检查。在测定中未发现ZH CPA，LLC 作为一家公司的报告取决于PCAOB的决定。尽管如上所述，如果未来PCAOB 确定不能连续三年对我们的审计师进行全面检查，或者PCAOB重新评估其 由于今后对《议定书》声明的执行有任何阻碍而确定，我们的证券交易 根据HFCA法案，在国家证券交易所或在场外交易市场可能是被禁止的，我们可以进入美国首都 市场可能是有限的，也可能是受限的。此外，2021年6月22日，美国参议院通过了加速控股外国公司 问责制法案(AHFCAA)，如果美国众议院通过并签署成为法律，将减少 外国公司遵守PCAOB审计的时间从连续三年缩短到连续两年，从而缩短了时间 触发交易禁令的期限。2022年12月29日，《2023年综合拨款法案》(简称《CAA》) 由总裁·拜登签署成为法律。除其他事项外，CAA包含与AHFCAA相同的条款，该条款减少了 触发《HFCA法》规定的禁令所需的连续未检查年数，从三年增加到两年。

这个 本公司普通股退市或面临退市威胁，可能会对您的投资价值产生重大不利影响。 看见“项目3.关键信息--D.风险因素--与我们普通股有关的风险--尽管审计 本招股说明书中包含的报告由目前可由PCAOB检查的美国审计师编写，但不能保证 未来的审计报告将由PCAOB可检查的审计师编写，因此，未来投资者可能被剥夺了 PCAOB检查计划的好处。此外，根据《高频交易法案》，如果美国证券交易委员会随后生效，我们的证券交易可能被禁止 确定我们的审计工作是由PCAOB无法彻底检查或调查的审计师执行的，因此，美国 国家证券交易所，如纳斯达克，可能会决定将我们的证券退市。此外，在2022年12月29日，加速的 颁布了《追究外国公司责任法案》，修改了《高频交易法案》，要求美国证券交易委员会禁止发行人的 如果任何美国证券交易所的审计师连续两年不接受PCAOB检查，则禁止其在任何美国证券交易所交易 并因此缩短了我们的普通股被禁止交易或退市之前的时间。在我们的 在美国证券交易委员会备案的截至2023年9月30日的财政年度的最新Form 20-F年度报告，该报告通过引用并入 加入这份招股说明书。

不是 Globavend Holdings向其子公司转移现金需要监管部门的批准：取决于 根据具有偿付能力的Globavend Holdings和Globavend Holdings的组织备忘录和章程 而且有能力偿还债务，Globavend Holdings是开曼群岛法律及其备忘录和条款允许的 向我们在英属维尔京群岛和香港注册成立的附属公司提供资金 通过贷款或出资。Globavend Holdings的子公司根据英属维尔京群岛的法律成立，根据 英属维尔京群岛法律为我们的香港营运子公司Globavend HK提供资金，但须受 英属维尔京群岛商业公司法(经修订)和相关Globavend Holdings的组织备忘录和章程 根据英属维尔京群岛法律成立的子公司。作为一家控股公司，Globavend Holdings可能依赖股息和其他分配 根据其子公司为其现金和融资需求支付的股本。根据英属维尔京群岛商业公司法(经修订)， 英属维尔京群岛公司可以在以下范围内进行股息分配：在分配之后，该公司的 资产超过负债，并且该公司有能力在债务到期时偿还债务。根据《公司条例》 在香港，一家香港公司只能从可供分配的利润中进行分配。如果Globavend Holdings的任何一个 子公司将来会以自己的名义承担债务，管理此类债务的工具可能会限制它们支付股息的能力 给Globavend控股公司。此外，截至本招股说明书发布之日起，并无其他英属维尔京群岛或香港的法定限制。 关于我们可以通过股息分配的资金数额。然而，今后可能没有资金为业务提供资金 或在香港以外地方作其他用途，原因是干预或对我们的能力或 中国政府对我们的子公司进行现金转移的能力。对我们子公司付款能力的任何限制 可能会对我们开展业务的能力产生实质性的不利影响，并可能大幅降低我们普通股的价值 或者让它们变得一文不值。有关现金如何在我们组织内转移的更详细讨论，请参阅“转账 现金进出我们的子公司“在第5页和“项目3.关键信息--D.风险因素--风险 与我们的普通股相关-我们依靠我们子公司支付的股息和其他股权分配来为任何现金提供资金 以及我们可能有的融资要求。将来，资金可能无法用于在香港以外地区的运作或其他用途。 香港，由于中国政府干预或对我们的能力或我们的子公司施加限制和限制 来转账现金。对我们子公司向我们付款能力的任何限制都可能对我们的 经营我们业务的能力，可能会大幅降低我们普通股的价值或导致它们一文不值“ 在我们提交给美国证券交易委员会的截至2023年9月30日的财政年度的Form 20-F年度报告中阐述了这一点，该报告已并入 在本招股说明书中引用。

期间 截至2022年9月30日和2023年9月30日以及截至2024年3月31日的六个月，Globavend Holdings和Globavend BVI 未分配任何现金股息或进行任何其他现金分配。截至2024年3月31日止六个月内，Globavend Hk未派发任何现金股息或进行任何其他 现金分配。截至2023年9月30日止年度，Globavend Hk宣布向控股股东派发现金股息1，474，359美元（相当于11，500，000港元）。年内 截至2022年9月30日，Globavend Hk宣布向我们的控股公司派发股息1，597，909美元（相当于12，463，692港元） 股东，其中1，244，502美元（相当于9，707，117港元）已作为现金股息派发，其余 该款项已被应付我们的创始人、董事会主席兼首席执行官游伟耀先生的款项所抵消。

我们 目前没有任何进一步分配收益的意图。如果我们决定向任何普通股支付股息 未来，作为一家控股公司，我们将依赖从我们的香港运营子公司Globavend Hk获得资金 股息支付。见“股利政策、“和”合并股东变动表 独立注册会计师事务所报告中的公平性“了解更多细节。

我们 是联邦证券法定义的「新兴成长型公司」和「外国私人发行人」 因此，上市公司报告要求较低。见“招股说明书摘要-影响 成为新兴成长型公司和外国私人发行人“以获取更多信息。

既不 美国证券交易委员会、任何州证券委员会或任何其他监管机构均已批准或不批准 或确定本招股说明书是否真实或完整。任何相反的陈述都是刑事犯罪。

的 本招股说明书日期为 ，2024年。

表 内容

没有 已被授权向您提供与本招股说明书中包含的信息不同的信息。本招股章程 日期为本文封面所列日期。您不应假设本招股说明书中包含的信息是准确的 截至该日期以外的任何日期。

为 美国以外的投资者：我们没有采取任何措施允许此次发行或拥有或分发该产品 需要为此采取行动的任何司法管辖区的招股说明书（美国除外）。您需要通知 您自己了解并遵守与本次发行和本招股说明书分发有关的任何限制。

格洛巴文德 Holdings根据开曼群岛法律注册成立，是一家获豁免有限责任公司，持有我们大部分未偿股权 证券由非美国居民拥有。根据美国证券交易委员会的规则，我们目前有资格获得「外国私人」待遇 发行人。”作为外国私人发行人，我们不需要向SEC提交定期报告和财务报表， 与证券根据《交易法》注册的国内注册人一样频繁或迅速。

公约 这适用于本招股说明书

除非 另有说明或上下文另有要求，本招股说明书中所有提及：

我们 已对本招股说明书中包含的部分数字进行了四舍五入调整。因此，数字显示为总数 有些表格可能不是之前数字的算术汇总。

除非 上下文另有指示，本招股说明书中的所有信息均假设承销商没有行使其超额配股权。

格洛巴文德 Holdings是一家控股公司，通过我们在香港的唯一运营子公司Globavend Hk在香港开展业务。 Globavend HK的报告货币为港元。本招股说明书包含港元兑美元的汇率 只是为了方便读者。

除非 另外请注意，所有从港元到美元以及从美元到港元的翻译都是计算的 买入价为美元= 7.8港元，即香港联系汇率制度决定的联系汇率。所有 从澳元翻译成美元，从美元翻译成澳元，从欧元翻译成美元， 本招股说明书中美元兑欧元按中午买入价1美元= 0.67澳元，1美元= 1.08欧元计算， 分别由纽约联邦储备银行于2023年3月31日最后一个交易日进行海关认证 和2024年。没有任何陈述表明港元、澳元或欧元金额代表或可能已或可能被兑换， 分别以该利率或任何其他利率变现或结算为美元。

招股说明书 摘要

的 以下摘要强调了本招股说明书其他地方包含的信息，但不包含您应该包含的所有信息 在投资我们的普通股之前考虑。您应该仔细阅读整个招股说明书，包括「风险因素」， 「管理层对财务状况和经营财报的讨论和分析」以及我们的合并财务 声明及其相关注释，均包含在本招股说明书中。您应该仔细考虑，除其他事项外， 在做出投资决定之前，本招股说明书「业务」部分讨论的事项。除非 上下文另有要求，所有提及「Globavend Holdings」、「我们的」、 「公司」和类似名称是指Globavend Holdings Limited，一家获豁免的开曼群岛公司及其全资 拥有子公司。

业务 概述

我们 是一家在开曼群岛注册成立的控股公司，由我们的香港子公司Globavend Hk开展业务。六月以来 2023年，我们在澳大利亚珀斯设立了主要执行办事处。

成立 2016年，我们成为一家新兴的电子商务物流提供商，在香港、澳大利亚和 新西兰我们的业务遍及香港、澳大利亚的四个城市和新西兰，通过我们自己的业务和 我们服务提供商的存在。我们的客户主要是企业客户，即电子商务商户或电子商务运营商-5G 平台，提供企业对消费者（B2C）交易。

作为 电子商务物流提供商，提供从香港到澳大利亚和新西兰的综合跨境物流服务， 我们为客户提供一站式解决方案，从运输前包裹投递到包裹整合、航空货运代理， 清关、随身包裹运输和投递。我们依赖自己专有的一体化运输解决方案， 其已经或可以连接到客户自己的IT系统（例如企业资源规划（RP）系统、客户 关系管理（CRM）系统、预订管理系统或销售点（POS）系统）以及运输管理 另一端我们地面运输服务提供商的系统（TMS），以促进有效的物流管理。

其他 除了综合跨境物流服务外，我们还提供碎片化的物流服务，通常包括货运代理 服务，根据客户和企业的选择。

我们 截至2022年9月30日和2023年9月30日以及截至2023年和2024年3月31日的六个月收入为24，021，196美元， 分别为18，586，528美元、9，400，570美元和8，384，790美元。

的 净值信用额度

在……上面 2024年3月15日，我们与投资者签订了ELOC购买协议，建立了该机制。依据并受 ELOC购买协议中规定的条件，从2024年3月15日(“生效日期”)开始，我们有权 根据我们不时指示投资者购买ELOC股份的选择权，最高购买总价为$2,000万 (“最高承诺额”)，受ELOC采购协议中规定的某些限制和条件的限制。 根据ELOC购买协议向投资者出售ELOC股份，以及任何出售的时间将由吾等从 并将视多种因素而定，其中包括市场状况、交易 我们普通股的价格以及我们就出售该等ELOC股份所得款项的用途所作的决定。净收益 在融资机制下的任何出售将取决于ELOC股份出售给投资者的频率和价格。至 在我们根据ELOC购买协议出售股份的范围内，我们目前计划将从中获得的任何收益用于营运资金和 一般企业用途。

对 2024年6月4日，我们向投资者发行了初始承诺股份，作为其进入CLARIC购买的对价 协议除此之外，投资者没有为初始承诺股份支付现金对价。因此，任何收益 投资者在出售初始承诺股份时收到的将为利润。截至本招股说明书日期，无其他 已向投资者发行普通股。

在……里面 根据我们在ELOC购买协议和ELOC注册权协议下的义务，我们已经提交了 本招股说明书的一部分，以登记投资者转售(I)本公司可选择的最多$2,000万的ELOC股票。 酌情根据ELOC购买协议自生效日期起及生效后不时向投资者发行及出售(Ii)306,123股初步承诺股份及(Iii)最多306,123股正股 如果(X)普通股在禁售终止日期后的下一个交易日的收盘价与(Y)数字的乘积 初始承诺股的价值低于300,000美元，然后仅在导致承诺股价值为300,000美元的范围内 在这样的日子里。除非提前终止，否则ELOC购买协议将一直有效，直至：(I)2027年3月15日，即36个月期限届满 自ELOC购买协议之日起，或(Ii)投资者购买最高承诺额之日(“承诺期”)。

下 适用的纳斯达克规则和CLAC购买协议的条款，投资者不得根据 如果该等股份与投资者及其实际拥有的所有其他普通股相加，则为CLAC购买协议 关联公司（根据《交易法》第13（d）条及其颁布的规则13 d-3计算）将导致投资者 实际拥有的普通股超过（i）发行生效后立即已发行普通股数量的4.99%（以较小者为准） 根据看跌通知（定义见CLAC购买协议）可发行的普通股，和（ii）普通股的19.99% 截至提交适用看跌通知之日尚未发行的股票，不包括我们的“附属公司”（作为 该术语的定义见《证券法》第405条）。

的 CLAC购买协议和CLAC注册权协议包含习惯注册权、陈述、保证， 各方的条件和赔偿义务。CLARC购买中包含的陈述、保证和契约 协议仅为CLARIC购买协议的目的而订立，截至具体日期，仅为双方的利益 遵守此类协议，并受到某些重要限制。

竞争性 优势

我们 相信以下竞争优势使我们有别于我们的竞争对手：

我们的 策略

我们 打算采取以下策略来进一步扩大我们的业务：

公司 历史与结构

的 公司是一家根据开曼群岛法律注册成立的豁免有限责任公司，全资拥有我们的子公司， Globavend Associates Limited（“Globavend BVI”）是一家根据BVI法律注册成立的公司，该公司全资拥有 Globavend Hk，我们在香港的子公司。

对 2023年11月10日，公司完成IPO并在纳斯达克资本市场上市普通股，代号为 “GVH”。与首次公开募股相关，在扣除之前，公司收到的总收益为6，000，000美元 承销折扣和其他发行费用，扣除承销折扣和其他发行费用后收到的收益为5，379，500美元 其他发行费用620，500美元。5，379，500美元的收益记录在额外缴足资本中， 总发行成本为2，415，444美元，外加额外的已缴资本。

有关我们公司历史的更多详细信息，请参阅 “项目 4.有关公司的信息-A。公司历史与发展“在我们最近的年度报告中列出 截至2023年9月30日的财年20-F表格已提交给SEC，该表格通过引用纳入本招股说明书。

的 下图说明了截至本招股说明书日期我们的公司结构和子公司：

我们 投资者正在登记转售招股金额高达20，000，000.00美元的CLARC股份，以及（i） 306，123股我们已向投资者发行的普通股作为初始承诺股份和（ii）最多306，123股 根据CLARIC购买协议，我们可能向投资者发行的普通股。

我们 是纳斯达克证券市场规则定义的“受控公司”，因为截至本招股说明书日期， 我们的控股股东拥有我们已发行和发行股份总数的约76.65%，约占76.65% 总投票权的。

持有 公司结构

格洛巴文德 Holdings是一家在开曼群岛注册成立的控股公司，自己没有重大业务，我们开展业务 主要通过截至本招股说明书日期我们唯一的运营子公司Globavend Hk在香港开展业务。这是一个提供的 开曼群岛控股公司Globavend Holdings的普通股，而不是Globavend Hk的股份。投资者 此次发行不会直接持有Globavend Hk的任何股权。

作为 由于我们的公司结构，Globavend Holdings支付股息的能力可能取决于Globavend Hk支付的股息。 如果我们现有的运营子公司Globavend Hk或任何新成立的子公司未来代表自己产生债务，则该工具 管理他们的债务可能会限制他们向我们支付股息的能力。

转让 进出我们子公司的现金

我们 管理层定期监控Globavend Hk的现金状况，并每月准备预算，以确保其拥有必要的 资金以履行其在可预见的未来的义务并确保充足的流动性。如果需要现金 或潜在的流动性问题，将报告给我们的首席财务官，并经我们董事会批准。

的 Globavend Holdings向其子公司转移现金的能力须遵守以下规定：须获得适当的公司授权 根据Globavend Holdings和Globavend Holdings的组织备忘录和章程 Globavend Holdings有偿付能力并能够偿还债务，根据开曼群岛法律及其备忘录和 公司章程（不时修订）为我们在英属维尔京群岛注册成立的子公司提供资金 通过贷款或出资在香港。Globavend Holdings根据英属维尔京群岛法律成立的子公司是允许的 根据英属维尔京群岛法律，向我们的香港运营子公司Globavend Hk提供资金，但须遵守某些限制 BVI商业公司法（经修订）以及相关Globavend的备忘录和章程 Holdings的子公司根据英属维尔京群岛法律注册成立。

的 Globavend Holdings的直接子公司Globavend BVI向Globavend Holdings转移现金的能力受到以下限制： 根据《BVI商业公司法》（经修订），Globavend BVI可立即分配股息 分配后，公司资产价值超过负债并且有能力偿还债务 因为它们到期了。

的 Globavend Hk向Globavend BVI转移现金的能力须遵守以下规定：根据香港《公司条例》， Globavend Hk只能利用可供分配的利润进行分配。我们没有采取或维持任何现金管理 截至本招股说明书日期的政策和程序。

目前， 我们的所有业务都在香港。香港是中华人民共和国的特别行政区，中华人民共和国的基本政策 香港反映在《基本法》中。该安排为香港提供高度自治和行政、立法 独立的司法权，包括“一国两制”原则下的终局权， 一套独特的法律法规。中国大陆的法律法规目前不对任何 将现金从Globavend Holdings转移至Globavend Hk或从Globavend Hk转移至Globavend Holdings和美国投资者

期间 截至2022年9月30日和2023年9月30日以及截至2024年3月31日的六个月，Globavend Holdings和Globavend BVI 未分配任何现金股息或进行任何其他现金分配。截至2024年3月31日止六个月内，Globavend Hk未派发任何现金股息或进行任何其他 现金分配。截至2023年9月30日止年度，Globavend Hk宣布向控股股东派发现金股息1，474，359美元（相当于11，500，000港元）。年内 截至2022年9月30日，Globavend Hk宣布向我们的控股公司派发股息1，597，909美元（相当于12，463，692港元） 股东，其中1，244，502美元（相当于9，707，117港元）已作为现金股息派发，其余 该金额已被应付游先生的金额所抵消。

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

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. Subject to due corporate authorization in accordance with the Memorandum and Articles of Association of Globavend Holdings and Globavend Holdings being solvent and able to pay its debts, Globavend Holdings is permitted under the laws of Cayman Islands and its Memorandum and Articles of Association (as amended from time to time) to provide funding to its subsidiaries through loans or capital contributions. Globavend HK is permitted under the laws of Hong Kong to provide funding to Globavend Holdings through dividend distributions subject to certain statutory requirements of having sufficient profits.

Subject to Hong Kong law, the Companies Act and our Memorandum and Articles of Association, our Company in general meeting may declare dividends in any currency, but no dividends shall be declared in excess of the amount recommended by our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of the company’s memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, dividends may be paid out of profits available on a company level. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.

Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of share capital. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between Globavend Holdings and its subsidiaries, across borders and to U.S. investors, nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries, to Globavend Holdings and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong with respect to dividends paid by us. Further, there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless. Currently, all of our operations are in Hong Kong through Globavend HK. We do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in mainland China. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, or the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” The PRC laws and regulations do not currently have any material impact on any transfer of cash from Globavend Holdings to Globavend HK or from Globavend HK to Globavend Holdings and the investors in the U.S. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering it worthless.

See “Dividend Policy” of this prospectus and “Item 3. Key Information – D. Risk Factors — Risks Related to Our Ordinary Shares — We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of Ordinary Shares or cause them to be worthless,” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus, and Consolidated Statements of Change in Shareholders’ Equity in audited financial statements contained in this prospectus for more information.

Enforceability of Civil Liabilities

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Conyers Dill & Pearman, our counsel as to the laws of the Cayman Islands, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman has informed us that the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the foreign courts against our Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States.

As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

Summary of Key Risks

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects that you should consider before making a decision to invest in our Ordinary Shares. These risks are discussed more fully in “Risk Factors.” These risks include, but are not limited to, the following:

Risks Related to Our Business and Industry (for a more detailed discussion, see “Item 3. Key Information – D. Risk Factors — Risks Related to Our Business and Industry” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.)

Risks Related to Doing Business in Hong Kong (for a more detailed discussion, see “Item 3. Key Information – D. Risk Factors — Risks Related to Doing Business in Hong Kong” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.)

Risks Related to Our Ordinary Shares (for a more detailed discussion, see “Item 3. Key Information – D. Risk Factors — Risks Related to our Ordinary Shares” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.)

Recent Regulatory Developments in the PRC

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using VIE structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments (the “Revised Draft”), which required that, in addition to “operators of critical information infrastructure,” any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.

On December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (together with the Draft Administrative Provisions, the “Draft Rules Regarding Overseas Listing”). The Draft Rules Regarding Overseas Listing lays out the filing regulation arrangements for both direct and indirect overseas listings and clarifies the determination criteria for indirect overseas listings in overseas markets. Among other things, if a domestic enterprise intends to indirectly offer and list securities in an overseas market, the record-filing obligation is with a major operating entity incorporated in the PRC, and such filing obligation shall be completed within three working days after the overseas listing application is submitted. The required filing materials for an IPO and listing shall include, but not be limited to regulatory opinions, record filing, approval, other documents issued by competent regulatory authorities of relevant industries (if applicable), and security assessment opinions issued by relevant regulatory authorities (if applicable). On December 27, 2021, the National Development and Reform Commission (“NDRC”) and the Ministry of Commerce jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2021 Version) (“Negative List”), which became effective and replaced the previous version. Pursuant to the Negative List, if a PRC company, which engages in any business where foreign investment is prohibited under the Negative List, or prohibited businesses seeks an overseas offering or listing, it must obtain the approval from competent governmental authorities. Based on a set of Q&A published on the NDRC’s official website, a NDRC official indicated that after a PRC company submits its application for overseas listing to the CSRC and where matters relating to prohibited businesses under the Negative List are implicated, the CSRC will consult the regulatory authorities having jurisdiction over the relevant industries and fields.

On January 4, 2022, the CAC, the NDRC, and several other administrations jointly adopted and published the revised Cybersecurity Review Measures (“CRM”), which took effect on February 15, 2022, and replaced the Revised Draft issued on July 10, 2021. Pursuant to the revised CRM, if a network platform operator holding personal information of over one million users seeks for “foreign” listing, it must apply for the cybersecurity review. In addition, operators of critical information infrastructure purchasing network products and services are also obligated to apply for the cybersecurity review for such purchasing activities. Although the CRM provides no further explanation on the extent of “network platform operator” and “foreign” listing, we do not believe we are obligated to apply for a cybersecurity review pursuant to the revised CRM, considering that (i) we are not in possession of or otherwise holding personal information of over one million users, and it is also very unlikely that we will reach such threshold in the near future; and (ii) as of the date of this prospectus, we have not received any notice or determination from applicable PRC governmental authorities identifying it as a critical information infrastructure operator.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. Under the CSRC Filing Rules, a filing-based regulatory system shall be applied to “indirect overseas offerings and listings” of PRC domestic companies, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a domestic company that operates its main business domestically. The CSRC Filing Rules state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. We believe that we are not subject to the CSRC Filing Rules, because we are incorporated in the Cayman Islands and our subsidiaries are incorporated in Hong Kong, the British Virgin Islands and operate in Hong Kong without any subsidiary or VIE structure in mainland China, and we do not have any business operations or maintain any office or personnel in mainland China. However, as the CSRC Filing Rules and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation and interpretation of the principle of “substance over form.” If our offering and listing is later deemed as “indirect overseas offering and listing by companies in mainland China” under the CSRC Filing Rules, we may need to complete the filing procedures for our offering and listing. If we are subject to the filing requirements, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on Globavend Holdings’ daily business operations, its ability to accept foreign investments, and the listing of our Ordinary Shares on a U.S. or other foreign exchange. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the CSRC Filing Rules become applicable to Globavend HK or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to Globavend HK, the business operation of Globavend HK and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and Globavend HK becomes subject to the CAC or CSRC review, we cannot assure you that Globavend HK will be able to comply with the regulatory requirements in all respects, and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If Globavend HK fails to receive or maintain such permissions or if the required approvals are denied, Globavend HK may become subject to fines and other penalties that may have a material adverse effect on our business, operations, and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Permission Required from Hong Kong and PRC Authorities

As of the date of this prospectus, (i) Globavend HK has received all requisite permissions and approvals for the operation of our business in Hong Kong namely the business registration certificate issued by the Hong Kong Business Registration Office, and no such permissions and approvals have been denied, (ii) Globavend HK is not required to obtain any permission or approval from Hong Kong authorities to issue our Ordinary Shares to foreign investors, and (iii) we are also not required to obtain permissions or approvals from any PRC authorities before listing in the United States and to issue our Ordinary Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) Globavend HK was established and operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems” and a distinct set of laws and regulations. The PRC laws and regulations do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks as those operated in mainland China, including the ability to offer securities to investors, list their securities on a U.S. or other foreign exchanges, conduct their business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies.

Recent PCAOB Developments

On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Pursuant to the HFCA act, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor cannot be inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above.

On June 22, 2021, the U.S. Senate passed a bill that, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a Determination Report, which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a special administrative region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how PCAOB fulfills its responsibilities under the HFCA Act.

Our auditor, ZH CPA, LLC, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. ZH CPA, LLC is headquartered in Denver, Colorado, and can be inspected by the PCAOB. As of the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 in mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong.

On August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC, governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has unfettered ability to transfer information to the SEC. According to the PCAOB, its December 2021 determinations under the HFCA Act remain in effect.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

Implications of Being a Controlled Company

We are a “controlled company” as defined under the Nasdaq Stock Market Rules because, as of the date of this prospectus, our Controlling Shareholder owns approximately 76.65% of our total issued and outstanding Shares, representing approximately 76.65% of the total voting power. As a result, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. See “Risk Factors — Risks Related to Our Ordinary Shares and This Offering — As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.”

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Ordinary Shares pursuant to our IPO in November 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed US$1.235 billion, or we issue more than US$1 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

We are a foreign private issuer as defined by the SEC. As a result, in accordance with the rules and regulations of the Nasdaq, we may comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

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

Corporate Information

Our principal executive office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia. Our telephone number is (+61) 08 6141 3263. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^th Floor New York, NY 10168. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

Impact of COVID-19

Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a “Public Health Emergency of International Concern” (“PHEIC”), and later on March 11, 2020, a global pandemic. The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings. From 2020 to the middle of 2021, COVID-19 vaccination programs had been greatly promoted around the globe; however, several types of COVID-19 variants emerged in different parts of the world.

Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic. These shortages and supply-chain disruptions are significant and widespread. Lockdowns in several countries across the world, labor shortages, robust demand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs and delivery times.

Furthermore, our business may be adversely affected if concerns relating to COVID-19 continue to restrict travel, or result in the Company’s personnel, vendors, and services providers being unavailable to pursue their business objectives free of COVID-19 related restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concerns continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing, which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing became unavailable on terms acceptable to us or at all.

Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the logistics and freight forwarding industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2024 and beyond. For details regarding risks associated with COVID-19, refer to “Item 3. Key Information – D. Risk Factors — Risks Related to Our Business and Industry — A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our business, operating results, and financial condition” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.

Financial Results for the year ended September 30, 2024

As of the date of this prospectus, our audited consolidated financial statements as of and for the year ended September 30, 2024 are not yet available. Our financial information for the year ended September 30, 2024 is subject to the completion of our financial closing procedures and is also subject to audit and review by ZH CPA, LLC, our independent registered public accounting firm. Our audited consolidated financial statements as of and for the year ended September 30, 2024, when available, will be disclosed under our annual report on Form 20-F and filed with the SEC.

The Offering

RISK FACTORS

An investment in our securities involves significant risk. Before making an investment in our securities, you should carefully consider the risk factors set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factors, which augment the risk factors set forth in our most recent Annual Report. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.

Risks Related to Our Ordinary Shares

We have received a deficiency letter from Nasdaq relating to our non-compliance with Nasdaq’s continued listing requirements and our Ordinary Shares could become subject to delisting from Nasdaq if we fail to regain compliance.

On August 16, 2024, we received a notice from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) as the minimum bid price of our ordinary share had been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have until February 12, 2025 to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of our Ordinary Shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this grace period. In the event we do not regain compliance with the Minimum Bid Price Requirement by February 12, 2025, we may be eligible for an additional 180-calendar day compliance period. If we do not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), our Ordinary Shares will become subject to delisting. In the event that we receive notice that our Ordinary Shares is being delisted, the Nasdaq listing rules permit us to appeal a delisting determination by Nasdaq to a hearings panel.

We intend to actively monitor the closing bid price for its Ordinary Shares and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement. For details, see our Current Report on Form 6-K filed with the SEC on August 22, 2024, which is incorporated by reference into this prospectus.

Risks Related to the Equity Line of Credit

The sale of a substantial amount of ELOC Shares in the public market could adversely affect the prevailing market price of our Ordinary Shares.

We are registering for resale an aggregate of up to $20 million of ELOC Shares, together with 306,123 Initial Commitment Shares and up to 306,123 True-Up Shares. Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our Ordinary Shares. We cannot predict if and when the Investor may sell such shares in the public markets. Furthermore, in the future, we may issue additional Ordinary Shares or other equity or debt securities convertible into Ordinary Shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price to decline.

It is not possible to predict the actual number of ELOC Shares, if any, we will sell under the ELOC Purchase Agreement to the Investor, or the actual gross proceeds resulting from those sales.

On March 15, 2024, we entered into the ELOC Purchase Agreement with the Investor, pursuant to which the Investor has committed to purchase up to $20 million of our ELOC Shares, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement. The ELOC Shares that may be issued under the ELOC Purchase Agreement may be sold by us to the Investor at our discretion from time to time until the earlier of (i) the date on which the Investor shall have purchased ELOC Shares pursuant to the ELOC Purchase Agreement equal to the maximum amount of the Facility, (ii) March 15, 2027, (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of the ELOC Shares), or (iv) written notice of termination by the Investor to the Company upon certain events occurring.

We generally have the right to control the timing and amount of any sales of the ELOC Shares to the Investor under the ELOC Purchase Agreement. Sales of the ELOC Shares, if any, to the Investor under the ELOC Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Investor all, some or none of the ELOC Shares that may be available for us to sell to the Investor pursuant to the ELOC Purchase Agreement.

Because the purchase price per Ordinary Share to be paid by the Investor for the ELOC Shares that we may elect to sell to the Investor under the ELOC Purchase Agreement, if any, will fluctuate based on the market prices of our Ordinary Shares at the time we elect to sell the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of ELOC Shares that we will sell to the Investor under the ELOC Purchase Agreement, the purchase price per share that the Investor will pay for ELOC Shares purchased from us under the ELOC Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the Investor under the ELOC Purchase Agreement.

The ELOC Purchase Agreement provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the ELOC Purchase Agreement, direct the Investor to purchase the ELOC Shares from us in one or more purchases under the ELOC Purchase Agreement, for a maximum aggregate gross purchase price of up to $20 million of the ELOC Shares. An maximum aggregate offering amount of $20 million in ELOC Shares are being registered for resale under the registration statement that includes this prospectus, which would represent approximately 23,389,077 Ordinary Shares based on the closing price of our shares on Nasdaq on June 27, 2024 of $0.8551 per share, in addition to the Commitment Shares. However, because the market prices of the ELOC Shares may fluctuate from time to time after the date of this prospectus, the actual purchase prices to be paid by the Investor for the ELOC Shares that we direct it to purchase under the ELOC Purchase Agreement, if any, also may fluctuate significantly based on the market price of the ELOC Shares.

Any issuance and sale by us under the ELOC Purchase Agreement of a substantial amount of ELOC Shares could cause substantial dilution to our shareholders. The number of ELOC Shares ultimately offered for sale by the Investor is dependent upon the number of ELOC Shares, if any, we ultimately elect to sell to the Investor under the ELOC Purchase Agreement. However, even if we elect to sell ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement, the Investor may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices.

Investors who buy ELOC Shares from the Investor at different times will likely pay different prices.

Pursuant to the ELOC Purchase Agreement, we will have discretion, to vary the timing, price and number of shares sold to the Investor. If and when we elect to sell the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement, after the Investor has acquired such ELOC Shares, the Investor may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from the Investor in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Investor in this offering as a result of future sales made by us to Investor at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Investor under the ELOC Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Investor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

We may use proceeds from sales of the ELOC Shares made pursuant to the ELOC Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

We will have broad discretion over the use of proceeds from sales of the ELOC Shares made pursuant to the ELOC Purchase Agreement, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. However, we have not determined the specific allocation of any net proceeds among these potential uses, and the ultimate use of the net proceeds may vary from the currently intended uses. The net proceeds may be used for corporate purposes that do not enhance our operating results or the value of our Ordinary Shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

THE EQUITY LINE OF CREDIT

On March 15, 2024, we entered into the ELOC Purchase Agreement with the Investor establishing the Facility. Pursuant to and subject to the conditions set forth in the ELOC Purchase Agreement, beginning on March 15, 2024 (the “Commencement Date”), we have the right from time to time at our option to direct the Investor to purchase the ELOC Shares up to a maximum aggregate purchase price of $20 million (the “Maximum Commitment Amount”), subject to certain limitations and conditions set forth in the ELOC Purchase Agreement. Sales of the ELOC Shares to the Investor under the ELOC Purchase Agreement, and the timing of any sales, will be determined by us from time to time in our sole discretion, subject to the terms of the ELOC Purchase Agreement, and will depend on a variety of factors, including, among other things, market conditions, the trading price of our Ordinary Shares and determinations by us regarding the use of proceeds from any sale of such ELOC Shares. The net proceeds from any sales under the Facility will depend on the frequency with, and prices at, which the ELOC Shares are sold to the Investor. To the extent we sell shares under the ELOC Purchase Agreement, we currently plan to use any proceeds therefrom for working capital and general corporate purposes.

On June 4, 2024, we issued the Initial Commitment Shares to the Investor as consideration for its entry into the ELOC Purchase Agreement. Other than that, Investor paid no cash consideration for the Initial Commitment Shares. Accordingly, any proceeds received by the Investor upon its sale of the Initial Commitment Shares would be profit. As of the date of this prospectus, no other Ordinary Shares have been issued to the Investor.

In accordance with our obligations under the ELOC Purchase Agreement and the ELOC Registration Rights Agreement, we have filed the registration statement of which this prospectus forms a part in order to register the resale by the Investor of (i) up to $20 million of ELOC Shares that we may elect, in our sole discretion, to issue and sell to the Investor, from time to time from and after the Commencement Date under the Purchase Agreement, (ii) 306,123 Initial Commitment Shares and (iii) up to 306,123 True-Up Shares to be issued if the product of (x) the closing price of the Ordinary Shares on the trading day following the Lock-Up Termination Date and (y) the number of Initial Commitment Shares is less than $300,000, and then only to the extent to cause the value of the Commitment Shares to be $300,000 on such date. Unless earlier terminated, the Purchase Agreement will remain in effect until the earlier of: (i) March 15, 2027, i.e., the expiry of the 36-month period commencing on the date of the ELOC Purchase Agreement, or (ii) the date to which the Investor has purchased the Maximum Commitment Amount (the “Commitment Period”).

Under applicable Nasdaq rules and the terms of the ELOC Purchase Agreement, the Investor shall not purchase any ELOC Shares under the ELOC Purchase Agreement if such shares, when aggregated with all other Ordinary Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule13d-3 promulgated thereunder), would result in the Investor beneficially owning Ordinary Shares in excess of the lesser of (i) 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable pursuant to a Put Notice (as defined below), and (ii) 19.99% of the Ordinary Shares outstanding as of the date the applicable Put Notice is submitted, excluding Ordinary Shares held by our “affiliates” (as such term is defined in Rule 405 of the Securities Act).

The ELOC Purchase Agreement and the ELOC Registration Rights Agreement contain customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the ELOC Purchase Agreement were made only for purposes of the ELOC Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to certain important limitations.

Purchase of ELOC Shares under the ELOC Purchase Agreement

From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion, until the earlier of: (i) March 15, 2027, unless terminated earlier pursuant to the terms of the ELOC Purchase Agreement, or (ii) the date to which the Investor has purchased the Maximum Commitment Amount, to direct the Investor to make a purchase of the ELOC Shares by delivering written notice to the Investor (such notice, a “Put Notice”) on any trading day (the “Put Date”) to purchase the ELOC Shares. The maximum number of ELOC Shares that we may require the Investor to purchase at each Put Notice shall be:

at our absolute discretion, provided that the number of ELOC Shares to be purchased by the Investor shall not exceed the lesser of (i) 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable pursuant to a Put Notice, and (ii) 19.99% of the Ordinary Shares outstanding as of the date the applicable Put Notice is submitted, excluding Ordinary Shares held by our “affiliates” (as such term is defined in Rule 405 of the Securities Act).

The per share purchase price for the ELOC Shares that we elect to sell to the Investor in a Put Notice pursuant to the ELOC Purchase Agreement, if any, will be equal to either (i) 97% of the lowest daily VWAP of our Ordinary Shares during the period of three consecutive trading days immediately following the applicable Put Date (the “Option 1 Valuation Period”) if we require the Investor to purchase such ELOC Shares at Option 1 Maximum Put Amount, or (ii) 95% of the lowest daily VWAP of our Ordinary Shares during the period of five consecutive trading days immediately following the applicable Put Date (the “Option 2 Valuation Period”) if we require the Investor to purchase such ELOC Shares at Option 2 Maximum Put Amount, provided that such purchase price shall not fall below the par value of the Ordinary Shares. “VWAP”, for such purposes, shall mean, as of any trading day, the dollar volume-weighted average price for our Ordinary Shares on Nasdaq during the period beginning at 9:30:01 a.m., New York City time, or such other time publicly announced by Nasdaq as the official open (or commencement) of trading on Nasdaq on such trading day, and ending at 4:00 p.m., New York City time, or such other time publicly announced by Nasdaq as the official close of trading on Nasdaq on such trading day, as reported by Bloomberg through its “AQR” function or, if no dollar volume-weighted average price is reported for our Ordinary Shares by Bloomberg through its “AQR” function for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security on such trading day as reported by OTC Markets Group Inc. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

We shall deliver the ELOC Shares that we sell to the Investor under each Put Notice no later than 12:00 p.m. (New York City Time) on the trading day following the delivery of the applicable Put Notice, and the Investor shall pay the purchase price for the ELOC Shares no later than the second trading day following the end of the applicable Option 1 Valuation Period or Option 2 Valuation Period.

Conditions precedent to purchase the ELOC Shares

The Investor’s obligation to purchase the ELOC Shares is subject to the satisfaction of the conditions precedent thereto set forth in the ELOC Purchase Agreement, which conditions include, among others, the following :

Termination of the ELOC Purchase Agreement

The ELOC Purchase Agreement will automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date that we are subject of a bankruptcy proceedings or a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of our creditors.

We also have the right to terminate the ELOC Purchase Agreement at any time after the effectiveness of the registration statement of which this prospectus forms part, for any reason or for no reason, by delivering written notice to the Investor without any liability, provided that the Investor does not hold any ELOC Shares.

No Short-Selling or Hedging by the Investor

The Investor has agreed that neither it, nor any of its affiliates, will in any manner whatsoever, directly or indirectly, (i) participate in or execute any short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act) during the period from the date of the ELOC Purchase Agreement to the end of the Commitment Period or (ii) any hedging transaction that would create a net short position with respect to our Ordinary Shares.

Prohibition on Similar Transactions

Subject to specified exceptions included in the ELOC Purchase Agreement, during the term of the ELOC Purchase Agreement, we will not effect or enter into an agreement to effect an “equity line of credit,” “at-the-market offering,” or any similar transaction without the Investor’s consent.

Effect of Sales of Our Ordinary Shares under the ELOC Purchase Agreement on Our Shareholders

The Ordinary Shares being registered for resale in this offering may be issued and sold by us to the Investor from time to time at our discretion over the Commitment Period. The resale by the Investor of a significant amount of shares at any given time, or the perception that these sales may occur, along with other issuances and resales of other Ordinary Shares, could cause the market price of our Ordinary Shares to decline and to be highly volatile. If all $20 million of ELOC Shares offered for resale by the Investor under this prospectus, which would represent approximately 23,389,077 Ordinary Shares based on the closing price of $0.8551 per share as of June 27, 2024, together with (i) the 306,123 Initial Commitment Shares and (ii) 306,123 True-Up Shares were issued and outstanding as of the date of this prospectus, such Ordinary Shares would represent approximately 62.14% of the total number of our Ordinary Shares outstanding after giving effect to such issuance, assuming the 306,123 True-Up Shares were issued. The number of Ordinary Shares ultimately offered for sale by the Investor for resale under this prospectus is dependent upon the number of Ordinary Shares, if any, we ultimately sell to the Investor under the ELOC Purchase Agreement. We may ultimately decide to sell to the Investor all, some or none of the ELOC Shares that may be available for us to sell to the Investor pursuant to the ELOC Purchase Agreement.

If and when we elect to sell ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement, after the Investor has acquired such shares, the Investor may resell all, some or none of such ELOC Shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase ELOC Shares from the Investor in this offering at different times will likely pay different prices for those ELOC Shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See “Risk Factors — Risks Related to the Equity Line of Credit — Investors who buy ELOC Shares from the Investor at different times will likely pay different prices.”

Investors may experience a decline in the value of the ELOC Shares they purchase from the Investor in this offering as a result of future sales made by us to the Investor at prices lower than the prices such investors paid for their ELOC Shares in this offering.

In addition, if we sell a substantial number of ELOC Shares to the Investor under the ELOC Purchase Agreement, or if investors expect that we will do so, the actual sales of Ordinary Shares or the mere existence of our arrangement with the Investor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. Further, while the issuance of ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement will not affect the rights or privileges of our existing shareholders, the economic and voting interests of each of our existing shareholders will be diluted as a result of such issuance.

The per share purchase price of the Ordinary Shares that we elect to sell to the Investor in a Put Notice pursuant to the ELOC Purchase Agreement, if any, will be equal to 97% of the lowest daily VWAP of our Ordinary Shares during the applicable Option 1 Valuation Period, or 95% of the lowest daily VWAP of our Ordinary Shares during the applicable Option 2 Valuation Period. Accordingly, the purchase price per share that the Investor will pay for the ELOC Shares purchased from us under the ELOC Purchase Agreement, if any, will fluctuate based on the market price of our Ordinary Shares. As of the date of this prospectus, it is not possible for us to predict the number of ELOC Shares that we will sell to the Investor under the ELOC Purchase Agreement, the actual purchase price per share to be paid by the Investor for those ELOC Shares, or the actual gross proceeds to be raised by us from those sales, if any.

USE OF PROCEEDS

Any sales of ELOC Shares by the Investor pursuant to this prospectus will be solely for the Investor’s account. We will not receive any proceeds from any such sales. However, we may receive up to $20 million in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of our ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus. However, the actual proceeds may be less than this amount depending on the number of the ELOC Shares sold and the price at which the ELOC Shares are sold by us under the ELOC Purchase Agreement. The use of the Facility under the ELOC Purchase Agreement is subject to certain conditions, including the effectiveness of the registration statement of which this prospectus forms a part. Therefore, funds from the $20 million gross purchase price will not be immediately available, if at all, to us, and there can be no assurances that the Facility will be available to us at all times during its term or that such purchase price will ever become available. See “Plan of Distribution” and “The Equity Line of Credit” elsewhere in this prospectus for more information.

We intend to use any proceeds from the Facility for working capital and general corporate purposes. We will have broad discretion in the way we use these proceeds. See “Risk Factors — Risk Related to the Equity Line of Credit — We may use proceeds from sales of our Ordinary Shares made pursuant to the ELOC Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.”

The Investor will pay or assume any discounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement. We will bear all other costs, fees and expenses incurred in effecting the registration of the ELOC Shares and the Commitment Shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of counsel and independent registered public accountants.

We cannot currently determine the price or prices at which the ELOC Shares may be sold by the Investor under this prospectus.

DIVIDEND POLICY

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

During the years ended September 30, 2022 and 2023 and the six months ended March 31, 2024, Globavend Holdings and Globavend BVI have not distributed any cash dividends or made any other cash distributions. During the six months ended March 31, 2024, Globavend HK has not distributed any cash dividends or made any other cash distributions. During the year ended September 30, 2023, Globavend HK declared cash dividends in the amount of US$1,474,359 (equivalent to HK$11,500,000) to our Controlling Shareholder. During the year ended September 30, 2022, Globavend HK declared dividends in the amount of US$1,597,909 (equivalent to HK$12,463,692) to our Controlling Shareholder, of which the amount of US$1,244,502 (equivalent to HK$9,707,117) has been distributed as cash dividends and the remaining amount was offset with the amount due to Mr. Yau.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the Companies Act and our Memorandum and Articles of Association, the holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of our Memorandum and Articles of Association, a company may pay dividends and distributions out of its share premium account. In addition, dividends may be paid out of profits available on company level.

We are a holding company incorporated in the Cayman Islands with no operating revenue or profit of our own. We rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur, and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our subsidiaries. According to the BVI Business Companies Act (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong with respect to dividends paid by us.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

EXCHANGE RATE INFORMATION

Globavend Holdings is a holding company with operations conducted in Hong Kong through Globavend HK, our sole operating subsidiary as of the date of this prospectus, using Hong Kong dollars. Globavend HK’s reporting currency is Hong Kong dollars. The Hong Kong dollar is pegged to the U.S. dollar at a range of HK$7.75 to HK$7.85 to US$1. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the noon buying rate of US$1 = HK$7.8, representing the noon buying rate in The City of New York for cable transfers of HK$ as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of March 31, 2024. No representation is made that the HK$ amount represents or could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate.

CORPORATE HISTORY AND STRUCTURE

Corporate History and Structure

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands that wholly-owns our subsidiary, Globavend Associates Limited (“Globavend BVI”), a company incorporated under the laws of the BVI, that in turn wholly owns Globavend HK, our subsidiary in Hong Kong.

On November 10, 2023, the Company completed its IPO and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “GVH”. In connection with the IPO, the Company received aggregate gross proceeds of $6,000,000, prior to deducting underwriting discounts and other offering expenses and received proceeds of $5,379,500 after deducting underwriting discounts and other offering expenses of $620,500. The proceeds of $5,379,500 were recorded in additional paid in capital with total offering cost of $2,415,444 against additional paid in capital.

For more detail of our corporate history, please refer to “Item 4. Information on the Company – A. History and Development of the Company” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.

Our principal office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia. Our telephone number is (+61) 08 6141 3263. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^th Floor New York, NY 10168. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

The charts below illustrate our corporate structure and subsidiaries as of the date of this prospectus:

We are registering for resale by the Investor the ELOC Shares in a maximum offering amount of up to $20,000,000.00, together with (i) 306,123 Ordinary Shares that have been issued by us to the Investor pursuant to the ELOC Purchase Agreement, being the Initial Commitment Shares for the Facility, and (ii) up to 306,123 Ordinary Shares that may be issued by us to the Investor as applicable, being the True-Up Shares for the Facility, pursuant to the ELOC Purchase Agreement.

We are a “controlled company” as defined under the Nasdaq Stock Market Rules because, as of the date of this prospectus, our Controlling Shareholder owns 11,444,790 of our total issued and outstanding Shares, representing approximately 76.65% of the total voting power. Therefore, we may elect not to comply with certain corporate governance requirements of Nasdaq. Currently, we do not plan to utilize the “controlled company” exemptions with respect to our corporate governance practice. See “Item 3. Key Information – D. Risk Factors — Risks Related to Our Ordinary Shares — As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.

At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds. There are no prohibitions to cumulative voting under the laws of the Cayman Islands, but our Memorandum and Articles of Association do not provide for cumulative voting.

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

The following management discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors”, or those set forth under “Item 3. Key Information – D. Risk Factors” in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus, and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

OVERVIEW

We are a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong subsidiary Globavend HK.

We are an established emerging e-commerce logistics provider providing end-to-end supply chain solutions in Hong Kong, Australia and New Zealand. We provide integrated cross-border logistics services between Hong Kong, Australia and New Zealand, where we provide customers with a one-stop solution, from parcel consolidation to air freight forwarding, customs clearance, on-carriage parcel transportation and delivery. Our customers are primarily enterprise customers, being e-commerce merchants, or operators of e-commerce platforms, in providing business-to-consumer (B2C) transactions.

MAJOR FACTORS AFFECTING OUR FINANCIAL RESULTS

The directors believe that the following major factors may affect our revenues and results of operations:

Economic conditions in Hong Kong

During the years ended September 30, 2022 and 2023 and the six months ended March 31, 2023 and 2024, a large portion of our revenues was generated in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Fluctuations in foreign exchange rates

We are a global provider of integrated cross-border logistics services and air freight forwarding services and our functional currency is the Hong Kong dollars. Most of our transactions during the periods presented in this prospectus are denominated in Hong Kong dollars, Australian dollars and New Zealand dollars. Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2022 and 2023 and the six months ended March 31, 2023 and 2024, we incurred approximately 47.7%, 54.3%, 56.6% and 58.1% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses. We do not use currency exchange contracts to reduce the risk of adverse foreign currency movements, but we believe that our exposure from foreign currency fluctuations is unlikely to be material. Foreign currency fluctuations had a slightly positive impact on net income for the years ended September 30, 2022 and 2023 and a negative impact on net income for the six months ended March 31, 2024. For the years ended September 30, 2022 and 2023, the foreign exchange gains were $72,974 and $118,508, respectively. For the six months ended March 31, 2023 and 2024, the foreign exchange gain was $71,299 and foreign exchange loss was $142,194, respectively.

Impact of COVID-19

Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a PHEIC, and later on March 11, 2020, a global pandemic. The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings. From 2020 to the middle of 2021, COVID-19 vaccination programs had been greatly promoted around the globe, however several types of COVID-19 variants emerged in different parts of the world.

Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic. These shortages and supply-chain disruptions are significant and widespread. Lockdowns in several countries across the world, labor shortages, robust demand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs and delivery times. Companies that are reliant on the transportation of goods and materials, such as our Company, which relies on transportation services from our suppliers, may suffer from plant closures and supply shortages across the extended supply network.

Furthermore, our business may be adversely affected if concerns relating to COVID-19 continue to restrict travel, or result in the Company’s personnel, vendors, and services providers being unavailable to pursue their business objectives free of COVID-19 related restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concerns continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing, which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing became unavailable on terms acceptable to us or at all.

Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the logistics and freight forwarding industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. However, we note that the government authorities have gradually uplifted the preventive measures in relation to COVID-19. For instance, on January 30, 2023, the Hong Kong government has ceased to issue any isolation orders to COVID-19 infectants. On May 5, 2023, the World Health Organization (WHO) announced that COVID-19 no longer constitutes a public health emergency of international concern (PHEIC). On May 30, 2023, the Hong Kong government has lowered the response level of COVID-19 from emergency level to alert level. As of late 2024, we expect that the adverse effects of COVID-19 will continue to diminish. We will continue to closely monitor the situation through the end of 2024 and beyond.

RESULTS OF OPERATIONS

The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of Year Ended September 30, 2022 and 2023

Revenues

Our revenue decreased by $5,434,668, or 22.6%, from $24,021,196 for the year ended September 30, 2022 to $18,586,528 for the year ended September 30, 2023, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2023.

Our revenue from integrated cross-border logistics services decreased by $2,571,643, or 13.2%, from $19,444,182 for the year ended September 30, 2022 to $16,872,539 for the year ended September 30, 2023. The revenue was derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand. Logistics income is recognized over the logistics time. The decrease of revenue from the integrated cross-border logistics services is due to the higher average sales price per freight weight which drives down sales demand and volume from customers.

The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated:

Our revenue from air freight forwarding services decreased by $2,863,025, or 62.6%, from $4,577,014 for the year ended September 30, 2022 to $1,713,989 for the year ended September 30, 2023. The Company sells air freight spaces to other freight forwarders to earn income through the price differences. Air freight forwarding revenue is recognized upon the completion of the transaction. The decrease of such revenue is mainly because the Company was focused on selling the air freight spaces with high unit prices in 2023, which lowered the sales volume. The number of air freight spaces sold decreased from 219 for the year ended September 30, 2022 to 146 for the year ended September 30, 2023.

Cost of Revenue

The following table set forth the breakdown of our cost of revenue for the periods indicated:

Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs. Our cost of revenue decreased by $5,934,377, or 26.2%, from $22,615,318 for the year ended September 30, 2022 to $16,680,941 for the year ended September 30, 2023, mainly due to decrease in air freight and courier expenses to fulfill the decreased sales transactions.

Our air freight charges mainly represented costs of air freight services. Our air freight charges decreased by $5,147,935, or 42.0%, from $12,261,846 for the year ended September 30, 2022 to $7,113,911 for the year ended September 30, 2023, mainly due to the decreased sales from both air freight forwarding services and integrated cross-border logistics services and lower air freight rates offered by suppliers during the year ended September 30, 2023.

Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges. Our last mile carriage and alliance costs decreased by $814,569, or 8.0%, from $10,230,017 for the year ended September 30, 2022 to $9,415,448 for the year ended September 30, 2023, mainly due to less delivery orders from integrated cross-border logistics services.

Our warehouse labor costs mainly represented salaries and wages of warehouse staff. Our warehouse labor costs increased by $53,941, or 67.9%, from $79,496 for the year ended September 30, 2022 to $133,437 for the year ended September 30, 2023, mainly due to more part-time workers hired to improve work efficiency. For the year ended September 30, 2022, some warehouse works were contributed by several full-time employees which salaries were incurred in general and administrative expenses instead of recording as warehouse labor costs.

Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products. Our packing costs decreased by $25,814, or 58.7%, from $43,959 for the year ended September 30, 2022 to $18,145 for the year ended September 30, 2023, mainly due to less packing materials used for declined sales from integrated cross-border logistics services.

Gross Profit

Our gross profit increased by 35.5% to $1,905,587 for the year ended September 30, 2023, from $1,405,878 for the year ended September 30, 2022. Our gross profit margin increased to 10.3% for the year ended September 30, 2023, from 5.9% for the year ended September 30, 2022. The increase in gross profit margin could be attributed to the lower freight costs and higher sales unit prices.

General and Administrative Expenses

The following table set forth the breakdown of our general and administrative expenses for the periods indicated:

Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, allowance for expected credit loss and other administrative expenses. Our general and administrative expenses increased by $169,994, or 28.9%, from $588,732 for the year ended September 30, 2022 to $758,726 for the year ended September 30, 2023, mainly due to audit fees expensed off and increase in allowance for expected credit loss.

Our audit fees mainly represent annual audit fees incurred by the Company and its subsidiary. Audit fees increased by $170,000, or 10,198.0%, from $1,667 for the year ended September 30, 2022 to $171,667 for the year ended September 30, 2023. This was mainly due to the professional services fees on the annual audit for the consolidated financial statement of the Company for the year ended September 30, 2023, as the audit fees were recorded as deferred offering costs for the year ended September 30, 2022.

Our staff costs mainly represent staff salaries, contribution to staff retirement benefits and staff welfare for office staff and director. Staff costs decreased by $13,133, or 3.4%, from $383,959 for the year ended September 30, 2022 to $370,826 for the year ended September 30, 2023. This was mainly due to the staff turnover and the Company lowering the staff salaries for the new staff replacement.

Our travel expenses decreased by $24,327, or 35.1%, from $69,383 for the year ended September 30, 2022 to $45,056 for the year ended September 30, 2023 mainly due to decrease in travelling activities in 2023 compared to the prior year.

Our amortization of right-of-use assets mainly represented our operating lease of our Hong Kong office and warehouse on 18^th and 24^th floors of Tsuen Wan Industrial Centre. There was a decrease of 21.8% mainly due to the early termination of the operating lease of 24^th of Tsuen Wan Industrial Centre during the year ended September 30, 2023, in order to centralize the warehouse operation for better management. Our depreciation charge mainly represented depreciation of our fixtures, furniture and office equipment. Our depreciation charge increased by 180.1% for the year ended September 30, 2023, which was mainly due to the additional computer equipment.

Other Income/Expenses

Our other income mainly consists of interest income, interest expenses, foreign exchange gain/loss, government grants and insurance claim income. Our net other income was $119,642 for the year ended September 30, 2022, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to decrease in government grants from Employment Support Scheme under the Anti-epidemic Fund, and also, there were no insurance compensation claims for the year ended September 30, 2023, as the Company decided to compensate the loss of its customers directly instead of covering by an insurance policy.

The foreign exchange gains of $72,974 and $118,508 for the years ended September 30, 2022 and 2023, respectively, were primarily a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions. During the years ended September 30, 2022 and 2023, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments.

Income Tax Expense

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

Cayman Islands and British Virgin Islands (“BVI”)

The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI.

Hong Kong

The Company generated substantially all of its taxable income in Hong Kong for the years ended September 30, 2022 and 2023. Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in Hong Kong.

The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.

The effective tax rates on income before income taxes for the years ended September 30, 2022 and 2023 were approximately 13.5% and 15.1%, respectively.

Australia

Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%. For the years ended September 30, 2022 and 2023 and the six months ended March 31, 2024, the Company was not considered a taxable Australian company.

New Zealand

New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income. For the years ended September 30, 2022 and 2023 and the six months ended March 31, 2024, the Company was not considered a taxable New Zealand company.

Net Income

Our net income increased by 33.0% to $1,077,392 for the year ended September 30, 2023, as compared to $810,227 for the year ended September 30, 2022. The increase in net income was predominantly due to increased gross profit.

Comparison of Six Months Ended March 31, 2023 and 2024

Revenues

Our revenue decreased by $1,015,780 or 10.8%, from $9,400,570 for the six months ended March 31, 2023 to $8,384,790 for the six months ended March 31, 2024, primarily due to the decrease in the integrated cross-border logistics services in 2024. Our revenue from integrated cross-border logistics services decreased by $1,263,687, or 14.2%, from $8,923,224 for the six months ended March 31, 2023 to $7,659,537 for the six months ended March 31, 2024. The decrease in revenue from integrated cross-border logistics services was attributed primarily to the implementation of relatively higher average sales prices by the Company in 2024, which subsequently led to a decrease in sales demand and volume from customers.

The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated:

Our revenue from air freight forwarding services increased by $247,907, or 51.9%, from $477,346 for the six months ended March 31, 2023 to $725,253 for the six months ended March 31, 2024. The Company sells cargo spaces obtained from air freight forwarders and air freight carriers under the block space agreements to other air freight forwarders by leveraging the price differences to earn revenue. Such revenue is recognized upon the completion of the transaction as air freight forwarding service revenue.

The increase of the air freight forwarding services for the six months ended March 31, 2024 is primarily due to the increase of revenue derived from such resale of cargo space, as the overall supply of the air freight cargo spaces in the market has been increased due to the gradual resumption of air freight capacity after the pandemic, leading to the increased flight frequency and additional air freight routes, and eventually to a decrease in airfare prices compared to the time during the pandemic.

Cost of Revenue

The following table set forth the breakdown of our cost of revenue for the periods indicated:

Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs. Our cost of revenue decreased by $1,958,503, or 22.6%, from $8,684,797 for the six months ended March 31, 2023 to $6,726,294 for the six months ended March 31, 2024, mainly due to decrease in air freight and last mile carriage expenses which in line with the drop of the air freight costs and decline in revenue from integrated cross-border logistics services.

Our air freight charges mainly represented costs of air freight services. Our air freight charges decreased by $1,001,634, or 28.1%, from $3,565,445 for the six months ended March 31, 2023 to $2,563,811 for the six months ended March 31, 2024, mainly due to the decrease in air freight costs from suppliers and decline in sales orders from integrated cross-border logistics services.

Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges. Our last mile carriage and alliance costs decreased by $990,523, or 19.6%, from $5,053,500 for the six months ended March 31, 2023 to $4,062,977 for the six months ended March 31, 2024, mainly due to the decreased sales from integrated cross-border logistics services during the six months ended March 31, 2024

Our warehouse labor costs mainly represented salaries and wages of warehouse staff. Our warehouse labor costs increased by $30,507, or 58.7%, from $51,943 for the six months ended March 31, 2023 to $82,450 for the six months ended March 31, 2024, mainly due to more part-time workers hired.

Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products. Our packing costs increased by $3,147, or 22.6%, from $13,909 for the six months ended March 31, 2023 to $17,056 for the six months ended March 31, 2024, mainly due to the increase in packaging material costs for the integrated cross-border logistics services.

Gross Profit

Our gross profit increased by $942,723, or 131.7%, from $715,773 for the six months ended March 31, 2023 to $1,658,496 for the six months ended March 31, 2024. Our gross profit margin increased to 19.8% for the six months ended March 31, 2024, from 7.6% for the six months ended March 31, 2023. The increase in gross profit margin could be attributed to our costs controlled effectively by liaising better terms and lower airfare charges with air freight suppliers.

General and Administrative Expenses

The following table set forth the breakdown of our general and administrative expenses for the periods indicated:

Our general and administrative expenses mainly represented staff costs, traveling expenses, audit fees, legal and professional fees, depreciation charge, amortization of right-of-use assets, allowance for expected credit loss and other administrative expenses. Our general and administrative expenses increased by $232,992, or 85.6%, from $272,113 for the six months ended March 31, 2023 to $505,105 for the six months ended March 31, 2024, mainly due to increase in travel expenses, audit fees and legal and professional fees upon Listing during the six months ended March 31, 2024.

Our travel expenses significantly increased by $106,503, or 420.7%, from $25,315 for the six months ended March 31, 2023 to $131,818 for the six months ended March 31, 2024. This was mainly due to the increase in travelling activities upon Listing and more business trips to maintain better business relationship during the six months ended March 31, 2024.

Our audit fees significantly increased by $85,000, or 10,204.1%, from $833 for the six months ended March 31, 2023 to $85,833 for the six months ended March 31, 2024. This was mainly due to the increase in accrued audit fees to the professional external auditors during the six months ended March 31, 2024.

Our legal and professional fees significantly increased by $86,058, or 9,594.0%, from $897 for the six months ended March 31, 2023 to $86,955 for the six months ended March 31, 2024. This was mainly due to the increase in service fees with legal advisor and other professional parties after Listing during the six months ended March 31, 2024.

Other Income/Expenses

Our other income mainly consists of interest income, interest expenses, foreign exchange gain/loss, government grants and insurance claim income. Our net other income was $73,346 for the six months ended March 31, 2023, as compared to net other expenses of $114,467 for the six months ended March 31, 2024, primarily due to foreign exchange loss net off.

We recorded foreign exchange gain of $71,299 for the six months ended March 31, 2023 and foreign exchange loss of $142,194 for the six months ended March 31 2024, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions. During the six months ended March 31, 2023 and 2024, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments.

Income Tax Expense

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

Cayman Islands and British Virgin Islands (“BVI”)

The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI.

Hong Kong

The Company generated substantially all of its taxable income in the Hong Kong for the six months ended March 31, 2023 and 2024. Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong.

The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.

The effective tax rates on income before income taxes for the six months ended March 31, 2023 and 2024 were approximately 12.8% and 13.49%, respectively.

Australia

Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%. For the six months ended March 31, 2023 and 2024, the Company was not considered a taxable Australian company.

New Zealand

New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income. For the six months ended March 31, 2023 and 2024, the Company was not considered a taxable New Zealand company.

Net Income

Our net income increased by $447,987 or 99.4% to $898,795 for the six months ended March 31, 2024, as compared to $450,808 for six months ended March 31, 2023. The increase in net income was predominantly due to increased gross profit from the integrated cross-border logistics services.

Liquidity and Capital Resources

For the years ended September 30, 2022 and 2023 and the six months ended March 2023 and 2024, we have financed our operations primarily through cash generated from our business operation and capital contributions by our shareholder.

As of September 30, 2023, we have working capital of $128,745 as compared to working capital of $499,500 as of September 30, 2022. The total current assets increased 90.0%, from $2,116,028 on September 30, 2022 to $4,021,110 on September 30, 2023, mainly because of an increase in deferred costs which represented the professional listing fees settled and accrued for the year ended September 30, 2023. The total current liabilities increased 140.8%, from $1,616,528 on September 30, 2022 to $3,892,365 as of September 30, 2023. The increase in our current liabilities is mainly due to an increase in accounts payables and unpaid offering cost.

While our accounts receivable increased from $1,111,998 as of September 30, 2022 to $1,429,299 as of September 30, 2023, our working capital deceased from $499,500 as of September 30, 2022 to $128,745 as of September 30, 2023. The decrease of working capital was mainly due to a dividend paid of $1,474,359 for the year ended September 30, 2023.

As of March 31, 2024, we have working capital of $ 3,523,188 as compared to working capital of $128,745 as of September 30, 2023. The total current assets increased 27.7%, from $4,021,110 on September 30, 2023 to $5,133,249 in March 31, 2024, mainly because of the increase in cash and cash equivalents from the proceeds received from issuance of Ordinary Shares and the increase in profit attributable to the Company for the six months ended March 31, 2024. The total current liabilities decreased 58.6%, from $3,892,365 on September 30, 2023 to $1,610,061 as of March 31, 2024. The decrease in our current liabilities is mainly due to a decrease in accounts and other payables.

Saved for the proceeds received from issuance of Ordinary Shares in the IPO, we also received capital injections by our shareholder of $126,923, nil and nil for the years ended September 30, 2022 and 2023 and for the six months March 31, 2024, respectively.

We did not experience or identify any material trends or any known demands, commitments, events or uncertainties, in our liquidity, capital resources and results of operations, such as material commitments for capital expenditures and deposit on a short-term basis. Based on our total cash and cash equivalents as of March 31, 2024, we believe that our current cash and cash equivalents will be sufficient to meet our working capital needs in the next 12 months following this offering.

As of September 30, 2022 and 2023 and March 31, 2023 and 2024, the Company had a banking facility arrangement for a bank guarantee line with maximum amount of HK$3,690,000, which guaranteed by Mr. Wai Yiu Yau, the director of the Company, and secured by bank deposit from time to time charged in the bank’s favor. The outstanding principal as of September 30, 2023, March 31, 2023 and 2024 is nil, $232,051 and nil, respectively.

In the long run, if we need additional capital in the future to fund our continued operations and our cash requirements exceed the amount of cash and cash equivalents we have on hand at that time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity or convertible loans would result in dilution to our shareholders. The occurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table set forth our current assets and current liabilities as of the dates indicated:

Cash and cash equivalents

Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.

The total balance of cash and cash equivalents decreased from $557,735 as of September 30, 2022 to $554,132 as of September 30, 2023. The decrease in the balance of cash and cash equivalents was mainly due to the net cash generated from operation of $2,021,831 which offset with the dividend paid of $1,474,359 and the payment of offering costs of $543,620 for the year ended September 30, 2023.

The total balance of cash and cash equivalents increased from $0.6 million as of September 30, 2023 to $2.5 million as of March 31, 2024. The increase in the balance of cash and cash equivalents was mainly due to the proceeds from the issuance of Ordinary Shares, net of issuance cost, of $5,379,500 and net off with the payment of offering costs of $1,756,440 for the six months ended March 31, 2024.

Accounts Receivable, net

Our accounts receivable represented receivables from customers of our logistics and air freight forwarding services. Credit periods for customers are normally within 7 to 90 days after customers have received the services provided by the Company.

Our accounts receivable, net increased by $317,301, or 28.5% from $1,111,998 as of September 30, 2022 to $1,429,299 as of September 30, 2023. The increase was mainly attributable to the increase in revenue near the year end.

Our accounts receivable, net decreased by $702,916, or 49.2% from $1,429,299 as of September 30, 2023 to $726,383 as of March 31, 2024. The decrease was mainly attributable to the decrease in revenue near the period end.

An impairment analysis is performed at the end of each year. For the year ended September 30, 2022, there was a reversal of allowance for expected credit loss for $522. There was an allowance for expected credit loss amounting to $33,466 made in the year ended September 30, 2023. There was a reversal of allowance for expected credit loss amounting to $21,789 made in the six months ended March 31, 2024.

Deposits and prepayment

Deposits and prepayment consist of trade deposits, deposits of rental and utility, prepayment paid to suppliers for freight services and prepayment paid to professional parties for corporate financing arrangement.

Deposits and prepayment increased significantly by $175,862, or 1,524.2% from $11,538 as of September 30, 2022 to $187,400 as of September 30, 2023. The increase was mainly due to the increase in prepayment with suppliers and related parties.

Deposits and prepayment increased by $917,669, or 489.7% from $187,400 as of September 30, 2023 to $1,105,069 as of March 31, 2024. The increase was mainly due to the increase in prepayment for warehouse equipment and accounting system, prepayment with professional parties for corporate financing arrangement and with suppliers for freight services.

Contract assets

Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only when services have been completed (i.e., shipments have been delivered). Upon completion of the performance obligations, which can vary in duration based upon the method of transport, these amounts become classified within accounts receivable.

Contract assets increased by $109,081 or 25.1% from $434,757 as of September 30, 2022 to $543,838 as of September 30, 2023. The increase was mainly due to more in-transit deliveries that were not yet delivered to the customers near the year end 2023.

Contract assets decreased by $91,807 or 16.9% from $543,838 as of September 30, 2023 to $452,031 as of March 31, 2024. The decrease was mainly due to less in-transit deliveries that have not yet delivered to the customers near the six months ended March 31, 2024.

An impairment analysis is performed at the end of each year. For the year ended September 30, 2022, there was an allowance for expected credit loss for $857. There was an allowance for expected credit loss amounting to $11,299 made in the year ended September 30, 2023. There was a reversal of allowance for expected credit loss amounting to $2,223 made in the six months ended March 31, 2024.

Deferred costs

Deferred offering costs consist principally of incremental direct costs resulting from the share offering incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the offering of the Company’s Ordinary Shares. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed.

Accounts payable

The accounts payable are derived from logistics and air freight service providers. The accounts payable increased by $1,290,186, or 98.4% from $1,311,067 as of September 30, 2022 to $2,601,253 as of September 30, 2023. The balances arise from logistics service providers were settled within 7 to 30 days. The increase was mainly due to outstanding supplier invoices related to the air freight costs for the year ended September 30, 2023.

The accounts payable decreased by $2,080,638 or 80.0% from $2,601,253 as of September 30, 2023 to $520,615 as of March 31, 2024. The decrease was mainly due to the material repayment of outstanding freight charges subsequent to September 30, 2023 and the Company kept better payment management with suppliers for the period ended March 31, 2024.

Accounts payable – related party

Accounts payable – related party amounted to $175,479 and nil as of September 30, 2022 and September 30, 2023, respectively. For the year ended September 30, 2022, this balance consists of accounts payable to a related company arising from unsettled courier service fees.

Accounts payable – related party amounted to nil and $261,770 as of September 30, 2023 and March 31, 2024, respectively. This balance consists of accounts payable to a related company arising from last mile service fees.

Other payables and accrued liabilities

The line item consists of accrued payroll expenses, audit fees, other administrative expenses and accrued offering costs. The balance increased significantly by $1,082,973, or 8,303.1% from $13,043 as of September 30, 2022 to $1,096,016 as of September 30, 2023. The increase was mainly due to the increase of accrued offering costs and audit expenses.

The balance decreased by $449,819, or 41.0% from $1,096,016 as of September 30, 2023 to $646,197 as of March 31, 2024. The decrease was mainly due to the repayment of listing fees.

Lease liabilities – current

Our lease liabilities represented the current portion of the operating lease of our Hong Kong office and warehouse.

The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR minus 2.5%

Cash Flow

Our use of cash is primarily related to operating activities, payment of dividends, investing activities and payment of IPO cost. We have historically financed our operations primarily through our cash flow generated from our operations and financing activities. The following table sets forth a summary of our cash flows information for the years/periods indicated:

Operating Activities

Our cash inflow from operating activities was principally from the receipt of revenue. Our cash outflow used in operating activities was principally for payment of supplier costs and operating expenses.

Net cash provided by operating activities was $2,021,831 for the year ended September 30, 2023, compared to net cash provided by operating activities of $783,045 for the year ended September 30, 2022, representing an increase of approximately $1.2m in the net cash inflow in operating activities. The increase in net cash provided by operating activities was primarily due to the following major working capital changes:

Net cash used in operating activities was $256,581 for the six months ended March 31, 2024, compared to net cash provided by operating activities of $1,157,621 for the six months ended March 31, 2023, representing a increase of approximately $1,414,000 in the net cash outflow in operating activities. The increase in net cash used in operating activities was primarily due to the following major working capital changes:

Investing Activities

For the years ended September 30, 2022, 2023, and for the six months ended March 31, 2024, our cash outflow used in investing activities was principally derived from the purchases of fixtures, furniture and equipment.

Financing Activities

For the year ended September 30, 2022, our cash used in financing activities was principally for cash payment of dividends. For the year ended September 30, 2023 our cash used in financing activities was principally for cash payment for the offering expenses and dividend.

For the six months ended March 31, 2024, our net cash provided by financing activities was principally derived from the proceeds from the issuance of Ordinary Shares, net of issuance cost, of $5,379,500 and net off with the payment of offering costs of $1,756,440 and upfront payment for services to bring in external financing of $897,436. For the six months ended March 31, 2023 our cash used in financing activities was principally for cash payment for the offering expenses.

The Company believes that, taking into consideration the financial resources presently available, including the current levels of cash and cash flows from operations, our cash and cash equivalent will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this prospectus.

Capital Expenditures

The Company did not incur any significant capital expenditures for the years ended September 30, 2022 and 2023.

For the six months ended March 31, 2024, we incurred capital expenditures of $473,409 primarily related to purchase of warehouse equipment and accounting system.

Off-Balance Sheet Arrangements

For the year ended September 2022, the Company was required to provide a bank guarantee to IATA in favor of its associated airlines to secure the purchases of cargo spaces. IATA shall have the right from time to time by giving notice in writing to require us to increase the amount of guarantee if the cargo spaces purchased by us were greater than the existing guaranteed sum. Bank guarantees are provided by the principal bank of the Company, which in return required a personal guarantee from a director of the Company and collateral such as mortgage over a property of the director to be pledged in favor of the bank. For the year ended September 30, 2023, the bank guarantee requirement has been released and the Company is required to provide bank deposits directly to the associated airlines of IATA to secure the purchases of cargo spaces. As of September 30, 2022 and 2023 and March 31, 2024, a bank provided guarantee of $232,051, nil and nil, respectively, for covering the performance of obligations of the Company.

Except the disclosures mentioned above, we have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.

Contractual Obligations

The following tables summarized the contractual obligations of the Company as of March 31, 2023:

The following tables summarized the contractual obligations of the Company as of March 31, 2024:

As of March 31, 2023 and 2024, we did not have any capital expenditure commitment.

Critical Accounting Policies and Estimates

Our significant accounting policies and their effect on our financial condition and results of operations are fully disclosed in our consolidated financial statements included elsewhere in this prospectus. We have prepared our consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates are prepared using our best judgment, after considering past and current events and economic conditions. While management believes the factors evaluated provide a meaningful basis for establishing and applying sound accounting policies, management cannot guarantee that the estimates will always be consistent with actual results. In addition, certain information relied upon by us in preparing such estimates includes internally generated financial and operating information and external market information. Actual results may differ from these estimates.

We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it includes matters that were highly uncertain at the time we were making our estimate and (2) changes in the estimate could have a material impact on our financial condition or results of operations. Despite the fact that the management determines there are no critical accounting estimates, the most significant estimates relate to allowance for credit losses, for which we are required to estimate the collectability of accounts receivable. The estimates were based on a number of factors including historical loss rates and expectations of future conditions, and other factors that may affect our ability to collect from customers.

Quantitative and Qualitative Disclosure About Market Risk

Credit Risk

On October 1, 2020, the Company adopted ASC 326. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, accounts receivable, deposits and contract assets. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.

Our exposure to credit risk, which will cause a financial loss to us due to failure to discharge an obligation by the counterparties, relates primarily to our bank deposits (including our own cash at banks), accounts receivable, deposits and contract assets. We consider the maximum exposure to credit risk equals to the carrying amount of these financial assets in the consolidated statement of financial position. As of March 31 2024, the cash balance of $2,549,766 was substantially maintained at financial institutions in Hong Kong.

We believe that there is no significant credit risk associated with cash, which was held by reputable financial institutions in the jurisdictions where the Company and its subsidiaries are located.

Credit risks associated with account receivables and contract assets are typically accounted for by creating an allowance for expected credit losses. Credit risks are mitigated by performing ongoing credit evaluations of customers’ financial condition. We have adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. We estimate the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current risk characteristics.

Foreign Currency Risk

We are a global provider of integrated cross-border logistics services and air freight forwarding services and our functional currency is the Hong Kong dollars. Most of our transactions during the periods presented in this prospectus are denominated in Hong Kong dollars, Australian dollars and New Zealand dollars. Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2022 and 2023 and for the six months ended March 31, 2024, we incurred approximately 47.7%, 54.3% and 58.1% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses. We do not use currency exchange contract to reduce the risk of adverse foreign currency movements, but we believe that our exposure from foreign currency fluctuations is unlikely to be material. Foreign currency fluctuations had a slightly positive impact on net income for the years ended September 30, 2022 and 2023 and for the six months ended March 31, 2023, and a negative impact on net income for the six months ended March 31, 2024. For the years ended September 30, 2022 and 2023, the foreign exchange gains were $72,974 and 118,508, respectively. For the six months ended March 31, 2023 and 2024, the foreign exchange gains was $71,299 and the foreign exchange loss was $142,194, respectively.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

BUSINESS

Our Mission

We are an emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand. Our mission is to combine our experience, knowledge, and network with flexibility and agility to provide a one-stop logistics solution to customers and enterprises.

Overview

We are a holding company incorporated in the Cayman Islands with operations conducted by our operating subsidiary in Hong Kong, Globavend HK. Since June 2023, we have established our principal executive office in Perth, Australia.

Founded in 2016, we are emerging e-commerce logistics provider providing end-to-end logistics solutions in Hong Kong, Australia, and New Zealand. Our business spans Hong Kong and four cities in Australia and in New Zealand through our own business presence and the presence of our service providers. Our customers are primarily enterprise customers, being e-commerce merchants or operators of e-commerce platforms, providing business-to-consumer (B2C) transactions.

As an e-commerce logistics provider, we provide integrated cross-border logistics services from Hong Kong to Australia and New Zealand, where we provide customers with a one-stop solution, from parcel consolidation to air freight forwarding, customs clearance, on-carriage parcel transportation, and delivery. We rely on our own proprietary all-in-one shipping solution, which has been or can be connected to the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) on one end and the transportation management systems (TMS) of our ground transportation service providers on the other end, to facilitate effective logistics management.

Other than integrated cross-border logistics services, we also provide fragmented logistics services, which typically include freight forwarding services, to customers and enterprises at their own choice.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

We are an IATA-Accredited Cargo Agent

We are trusted provider of air freight forwarding and related logistics services. Our reputation and reliability have been recognized by the IATA as an accredited cargo agent. IATA is the trade association for the world’s airlines, having over 300 member airlines comprising 83% of total air traffic. We were admitted as an IATA-accredited cargo agent in September 2022.

Being an IATA-accredited cargo agent signifies that we are competent, both financially and professionally, as an air freight forwarder. We are also entitled to use the Cargo Accounts Settlement System (CASS) maintained by IATA to make payments for air freight charges to multiple air freight carriers, which greatly reduces operational costs and optimizes operational flexibility.

We Have a Stable Business Relationship with Air Freight Carriers, Which Enhances Our Competitiveness in Our Business

We have established long-standing partnerships with international air freight carriers, with two of our top five suppliers for the years ended September 30, 2022 and 2023 being headquartered in Australia. Our business relationships with these air freight carriers have spanned over years, and we have maintained stable and cooperative relationships with them.

To ensure the provision of reliable and efficient integrated cross-border logistics services and air freight forwarding services, we have also entered into block space agreements with various air freight carriers. These block space agreements allow us to secure air cargo space primarily for our own deployment. By entering into block space agreements, we have the competitive advantage over our competitors in securing cargo spaces, particularly during peak seasons with high air freight demands. These block space agreements are terminable by either party on notice, without incurring penalty. As of March 31, 2024, we had one block space agreement with an air freight carrier, namely, Qantas Airways Limited. Apart from block space agreements, we can still source air cargo space from air freight carriers without entering into any block space agreements in view of our stable relationship with them at market rates (as opposed to predetermined rates under the block space agreements).

Our strong relationships with our partnering air freight carriers and the block space agreements provide us with greater flexibility in meeting the integrated cross-border logistics needs and air freight forwarding needs of our customers and thereby enhancing our competitiveness in the e-commerce logistics industry. It enables us to secure cost-effective cargo space while ensuring timely delivery of goods to destinations.

We Have Established a Strong Presence in Australia and New Zealand

Our integrated cross-border logistics services and air freight forwarding services are primarily operated for direct injection of parcels and cargos into Australia and New Zealand. Over the years, we have established close relationships with the local ground transportation service providers in Australia and New Zealand, who are mainly government-owned enterprises. Our affinity with the local ground transportation service providers has been enhanced with the integration of our proprietary all-in-one shipping solution into their Transportation Management Systems (TMS).

We leverage upon a strong established network created by our local ground transportation service providers to reinforce our presence in Australia and New Zealand.

We Offer Cost-Efficient, Customizable, One-Stop, Integrated Cross-Border Logistics Services and Air Freight Forwarding Services to Accommodate Our Customers’ Various Logistics Needs

We are a trusted provider of integrated cross-border logistics services, air freight forwarding, and related logistic services, catering to the diverse and evolving needs of our customers. We are committed to offering cost-efficient, one-stop solutions that cover the entire logistic spectrum, enabling our customers to focus on their core business operation while leaving their logistics needs to us. Our extensive network of partnerships and collaborations with air freight carriers, customs clearance companies, ground transportation companies, and delivery service providers allow us to provide a seamless, hassle-free experience to our customers. Our logistics services are highly customizable, where customers can choose to engage our one-stop, integrated cross-border logistics services which provide hassle-free services from parcel consolidation to delivery, or to choose our logistics services on fragmented basis, where customers may choose any segment of our logistics services along the logistics supply chain.

We are also able to achieve a competitive pricing in the provisions of our logistics services. For instance, we have purchased cargo space from one of the leading major air freight carriers in the Oceania region and developed a stable business relationship with one of the largest delivery service providers in Australia for over three years, providing for greater certainty of pricing. At Globavend HK, we understand the importance of optimizing transportation processes to reduce costs and minimize transit times. We cater to the needs of a range of customers, including leading e-commerce platforms in Hong Kong or e-commerce merchants of beauty products and technology accessories. Given our stable relationships with our suppliers, coupled with our extensive network of partnerships, we have been able to maintain our status as one of the trusted freight forwarding and related logistics service providers for many of our major customers.

Our Proprietary All-in-One Shipping Solution Provide Operational Efficiency and Facilitate Effective Logistics Management

We have internally developed our own proprietary all-in-one shipping solution, which was modified by us internally on a shipping software purchased by us in 2019. Our proprietary all-in-one shipping solution has been or can be connected to the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) on one end and the transportation management systems (TMS) of our ground transportation service providers on the other end, to facilitate effective logistics management. With our all-in-one shipping solution, booking instructions and delivery instructions can be generated automatically without any manual inputs, which significantly reduce shipment errors and enhance logistics efficiency, enabling us to provide efficient and seamless service to our customers.

Under our all-in-one shipping solution, a unique tracking number will be automatically generated and assigned to each and every package once a booking instruction is made under the booking management function of the all-in-one shipping solution (which receives package information from the customer’s own IT systems). Our all-in-one shipping solution will gather the package information (such as the shipper’s details and destination information), which will, in turn, transmit the same to our ground transportation service providers and give delivery shipping and delivery instructions to them accordingly.

Our all-in-one shipping solution also allows a high degree of customization and can be integrated into a customer’s IT system with minimal costs. This enables us to meet the unique requirements of the customers and provide a competitive edge in the industry.

The reliability of our all-in-one shipping solution, and as an e-commerce logistics provider has been recognized internationally. We are one of the 1,086 carriers recognized by AfterShip, an established post-purchase platform providing cross-platform and cross-carrier e-commerce shipping tracking services, where shipments made with us can be tracked on the AfterShip tracking system.

With the assistance of all-in-one shipping solution, we believe that we are well-positioned to meet the needs of our customers, which comprise mostly of e-commerce platforms or e-commerce merchants in Hong Kong, in providing business-to-consumer (B2C) services. Our all-in-one shipping solution will continue to play a critical role in our business.

Our Management and Staff Have Extensive Experience and In-Depth Industry Knowledge

Our management possesses extensive experience, in-depth knowledge, and expertise in the freight forwarding and logistics industry. With such experience and expertise, our management is able to keep abreast of the latest developments in the market and to maintain a close relationship with our partners and service providers, including air freight carriers.

In particular, Mr. Wai Yiu Yau, our founder, chief executive officer, and chairman of the board, has over 15 years of experience in the logistics industry and has played a key management and leadership role in our development. Prior to founding Globavend HK, he worked at a leading worldwide logistics company and was responsible for its daily logistics operations in the Asia-Pacific region. His qualifications and leadership were essential in formulating our business strategies, and his technical know-how and industry knowledge acquired and accumulated over the years are essential in keeping us ahead of our competition and securing new business opportunities.

As of September 30, 2024 and the date of this prospectus, we have seven employees, many of whom have previously worked in the logistics industry. We believe that the industry expertise and in-depth knowledge of e-commerce logistics, international freight forwarding, and related logistics services of our employees are essential to our success. For instance, if a customer requires to transport some of its goods to a particular destination within a specified timeframe with a view to minimize its costs, our team will promptly contact our suppliers to source the most competitive rates and consequently advise the customer on the various available services that can meet its specific needs.

We believe that our success over the years is a direct result of our experienced team of professionals, including our management and employees, who have been dedicated to providing high-quality freight services to our customers.

Our Strategies

We intend to pursue the following strategies to further expand our business:

Enhance Our Business Presence in Hong Kong, Australia and New Zealand

According to Ti Logistics, it is expected that the e-commerce logistics market of Australia will grow by 9.9% year-on-year (y-o-y) in 2023 to US$5,957m (equivalent to €5,837m), and to US$9,616m (equivalent to €9,424m) in 2027, representing a 22-27 Compound Annual Growth Rate (CAGR) of 12.2%. Please refer to “Industry and Market Data – The e-commerce industry – Market forecast of the e-commerce logistics market” of this prospectus. According to another industry report published by Australia Post, Australians spent a record of US$552 billion (equivalent to A$353 billion) in retail goods in 2022, representing an increase of 9.2% when compared with 2021. Australia Post also predicts that retail trade in Australia will continue with a rising trend of 3% each year and by 2033, around one in three of every dollar will be spent online.

Given the strong and increasing demands of e-commerce in Australia, we expect that the demand for e-commerce logistics will be trending as well. As such, we plan to tap into the growth of the e-commerce logistics market in Australia by further expanding our logistics network and business presence in Australia and New Zealand, so as to improve overall utilization through economies of scale, increase the level of integration across our logistics networks, and improve efficiencies through more intelligent decision-making. Currently, our logistics network only covers four cities in Australia. As of September 30, 2023, we had seven employees, all of whom were stationed in Hong Kong. To align with our expansion strategy, we established our principal executive office in Perth, Australia, in June 2023. Mr. Wai Yiu Yau, our chief executive officer, has been stationed in Perth, Australia since then. As of September 30, 2024 and the date of this prospectus, we have seven employees, six of whom based in Hong Kong and one of whom based in Australia. As part of our expansion plan, we intend to set up new warehouses in Sydney, Melbourne and Perth, Australia as well as in New Zealand and to hire additional employees stationed in those cities to manage and operate those warehouses. It is expected that an additional six employees will be recruited for each new warehouse to be set up by us.

Currently, we do not have our own ground transportation team in Hong Kong and a vast majority of our customers deliver the parcels to our warehouse for further processing after booking instructions have been made with us. To enhance our business presence in Hong Kong, we intend to set up our own ground transportation service team and customs clearance service team or to pursue acquisitions, investments, joint ventures, or partnerships with them. To set up our own ground transportation service team and customs clearance service team, we expect that ten additional employees would need to be recruited for the ground transportation service team and six additional employees will be recruited for the customs clearance service team, all of whom will be stationed in Hong Kong.

We will continue to strengthen our logistics network and infrastructure by strategically accessing advantageous geographical locations. We plan to broaden and deepen our logistics networks’ reach to penetrate further into cities in Australia and New Zealand. We will also continue to adopt an open mind set in collaborating with industry participants and our service providers and fully utilize their resources and operational expertise to realize synergies.

Enhance the Use of Information Technology into Intelligent Delivery and Collection Solutions

To differentiate ourselves from our competitors, we plan to enhance our quality of service with the use of information technology. We intend to develop our business and service capabilities by developing intelligent delivery and collection services, which include installation of intelligent parcel pickup, collection, and drop-off facilities, so as to expand our parcel collection network to meet the increasing needs and growing demands of e-commerce platforms, merchants, and shoppers. According to Fortune Business Insights, a worldwide market research firm, the market size of smart parcel lockers was valued at US$806.6 million in 2022 and is projected to grow from US$902.6 million in 2023 to US$2,073.40 million by 2030.

We aim to bring in and develop the technology of intelligent delivery and collection services to Australia and New Zealand. With the implementation of intelligent delivery and collection solutions, we can expand our service network geographically, increase our service capabilities, and provide pickup, collection, and drop-off services 24 hours a day, seven days a week. We aim to achieve this by developing intelligent delivery and collection solutions internally, by entering into strategic alliances with appropriate service providers, or by pursuing acquisitions, investments, joint ventures, or partnerships with service providers.

Expand Our Logistics Services into Different Verticals of the Logistics Supply Chain

Currently, we rely on our business partners, including air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers, to implement our integrated cross-border logistics services and air freight forwarding services to our customers. Furthermore, the scope of our integrated cross-border logistics services currently does not cover pre-carriage parcel pick up and most of our business customers deliver the parcels to our warehouse directly. To enhance operational efficiency and quality and to achieve economy of scale, we aim to further expand our business into different verticals of the logistics supply chain. We intend to achieve this by setting up our own ground transportation service team and customs clearance service team or to pursue acquisitions, investments, joint ventures, or partnerships with them. We believe that such business expansion can achieve a better economy of scale, improve our profit margins, and increase our competitiveness as a whole.

Upgrade Our Warehousing Facilities

We intend to upgrade our warehousing facilities with a view to provide an array of value-added logistics services to our customers. We expect our warehousing facilities and our related logistic services provided to our customers can be improved by installing various systems, such as automated temperature and humidity control systems, anti-theft systems, and monitoring systems. Further, we also plan to implement an automated intelligent system at the warehousing facilities to improve its efficiency and capacity to handle our customers’ rising demands. By implementing and upgrading the systems, we believe that it would significantly strengthen our ability to handle large quantities of goods within tight schedules and minimize the chance of error. With the new systems, we would be able to offer our customers a wider range of value-added services, which would increase our competitive edge in our integrated, all-in-one, cross-border logistics services and the air freight forwarding business, expanding our customer base and encouraging returning customers.

Pursue Strategic Alliances and Selecting Acquisition Opportunities

We aim to selectively form additional strategic alliances with air freight carriers, overseas logistics companies, and other partners that bring synergies with our business. We also plan to selectively pursue acquisitions, investments, joint ventures, and partnerships that are complementary to our business and operations. We will continue to work with domestic and international business partners or service providers to grow our global coverage and broaden our service offerings in international markets. We plan to further penetrate our existing markets by expanding our service offerings; enhancing our all-in-one, integrated cross-border logistics services; and expanding into other countries and regions.

Further Enhance Our Sales and Marketing Effort Using “Big Data” and Additional Sales Personnel

We recognize the important of maintaining a stable business relationship with our existing customers. To achieve this, we plan to enhance our sales and marketing efforts through various initiatives. As part of our strategy, we plan to improve communication with our existing customers to keep abreast of the latest market trends and developments. This would allow us to devise business and marketing strategies that are in line with market demands.

In the course of our business, we have been able to obtain delivery information and purchase habitat information of e-commerce shoppers and customers. We plan to leverage upon such “big data” and generate statistical data for our internal analysis and boost up our sales by marketing our services to targeted shippers and customers in the appropriate markets or geographical locations with high online shopping demands. We also aim to offer referral programs to existing customers, as we recognize the importance of diversifying our existing customer base.

To support the expansion of our business, we also plan to recruit additional personnel comprising of staff and managers who are experienced in the logistics services to support our operation. In addition, we also aim to recruit sales and marketing personnel who have e-commerce knowledge and related customer base to enhance our sales and marketing networks.

With the implementation of the above strategy, we believe that we are able to strengthen our customer base, on the one hand, and further diversify our customer base, on the other hand, to reinforce our competitive edge.

Our Services and Business Model

As an e-commerce logistics provider, we formulate and implement integrated, end-to-end, cross-border logistics solutions for our customers with the provision of air freight forwarding services and related logistics services as our principal business.

Our business model principally involves the provision of (i) integrated cross-border logistics services, which include air freight forwarding services offered as an integral part thereof; and (ii) air freight forwarding services, offered as a modularized logistics service segmented from our integrated cross-border logistics services.

Our logistics network covers Hong Kong and four cities in Australia, namely Sydney, Melbourne, Brisbane, and Perth, as well as New Zealand.

The chart below shows the coverage of our logistics network.

Integrated Cross-Border Logistics Services

Our integrated cross-border logistics services is our dominant business segment, which involve order processing, parcel consolidation, cross-border transportation (primarily by way of air freight), and air freight forwarding, followed by ground transportation and delivery at destination cities, together with other value-added services. While traditional logistics services providers typically provide fragmented logistics services and require customers to coordinate with various service providers, we, as an integrated cross-border logistics services provider, carry out the coordination with different players in the logistics value chain, including warehousing, customs clearance, and air freight or ground transportation services. This has effectively reduced the lead time and hassle and greatly improved the efficiency in fulfilling service orders.

As an integral part of our integrated cross-border logistic services, we have also developed our own proprietary all-in-one shipping solution, which was modified by us internally on a shipping software purchased by us in 2019. Our proprietary all-in-one shipping solution has been or can be connected to the internal sales or booking systems of customers, as well as the carrier management systems of the ground transportation carriers, to facilitate effective logistics management, the details of which are explained. Our services are provided primarily on a contract logistics basis, under which we provide our enterprise customers with customized integrated logistics services covering the entire delivery process. Our services start by enterprise customers making booking instructions in their own internal sales or booking systems, which integrate into our own proprietary all-in-one shipping solution. Upon receipt of booking instructions, our services start and cover from order origination to the final point of sale or delivery without further efforts or coordination from customers. This service is a customized one so as to fit a customer’s own business model, representing a seamless combination of order processing, parcel consolidation, transportation, and delivery.

For customers engaging our services with agreed price quotations, we can provide one-off or on-demand integrated cross-border logistics services. Alternatively, customers can also request for our logistics services on a modularized or one-off basis, i.e., they can request for any segment of our logistics services within the integrated cross-border logistics solution on a stand-alone basis.

As part of our integrated cross-border logistics services, we also provide related logistics services, which include the provision of supporting transportation for freight forwarding purpose, storage of consignment, labelling of consignments, other related logistic services for freight forwarding purpose, freight management services via our proprietary all-in-one shipping solution, and delivery at destination.

We engage (i) air freight carriers for the provision of cargo spaces, (ii) supporting ground transportation companies for the ground transportation services in Australia and New Zealand, (iii) customs clearance companies in Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destination in Australia and New Zealand.

Our integrated cross-border logistics services, together with our proprietary all-in-one shipping solution, enable us to provide efficient and customer-oriented services. This has resulted in our customers continuously engaging us for one-stop air freight forwarding services and comprehensive logistic services, allowing us to gradually build our customer base.

Air Freight Forwarding Services

In addition to our integrated cross-border logistics services, we also offer air freight forwarding services to customers as segregated and modularized logistics services to utilize the cargo spaces we have and widen our revenue stream.

Business Operation Flow

Set out below is a flow chart summarizing the usual workflow of our integrated cross-border logistics services business.

Booking Instructions		Parcel Drop-Off at Our Warehouse		Parcel Consolidation and Export Customs Clearance at Warehouse
Business Customers		Business Customers		Internal Staff
On-Carriage to Final Destination		Import Customs Clearance and Parcel Deconsolidation at Warehouse		Air Freight Forwarding
Ground Transportation Service Providers		Customs Clearance Companies		Air Freight Carriers
Destination
Customers

We receive booking instructions from our customers primarily through the booking management function in our all-in-one shipping solution. For customers whose IT systems are not connected to our all-in-one shipping solution, they can place booking instructions with us through other channels, including telephones, emails and our website. Upon receipt of booking instructions from our customers, our all-in-one shipping solution will select the appropriate local delivery service provider in Australia and New Zealand based on the destination city and will generate a unique tracking number and assign it to the parcel concerned. The customer can then print out the thermal shipping label and adhere it to the parcel. For details of our all-in-one shipping solution, please refer to “Business – Information Technology Infrastructure” below.

Since the booking management function in our all-in-one shipping solution has been customized to integrate into a customer’s own IT systems, the booking management function of our all-in-one shipping solution is able to obtain all essential details of each and every booking, including the shipper information, recipient information, type of products, weight, and dimensions. Customers may also provide specific instructions or requirements for the handling of their packages, such as fragile materials handling. These instructions are transmitted automatically to our ground transport service providers through the Transport Management System of our all-in-one shipping solution.

For customers using our integrated cross-border logistics services, we will provide our quotation to the customers prior to or when a booking instruction is made with us. Our pricing is primarily charged by way of the weight of the consignments after taking into account of a number of factors, including the dimensions and volume of the consignments, the services required, and any special care or delivery instructions. For customers using our air freight forwarding services, we will provide our rate lists setting out our charges from time to time. As such, it is not necessary for us to provide any quotations to customers prior to the acceptance of booking instructions. For details, please refer to “Business – Pricing Strategy” below.

Upon receipt of booking instruction, customers will adhere the thermal shipping label to the parcels. A vast majority of our customers deliver the parcels to our warehouse for further processing. Other customers may obtain quotations from us for the pre-carriage parcel pick up, which will be performed by ground transportation companies engaged by us.

Once parcels reach our warehouse, we will perform sorting of the parcel based on their destination cities and consolidate all parcels having the same destination city by repacking the same into carton boxes. Since air freight carriers charge us according to the block pallet space that we occupy, the parcel consolidation process is critical as a cost-saving measure for us. After parcel consolidation, our internal staff will also submit the necessary documentation to the Hong Kong Customs and Excise Department for clearance. We will monitor the clearance process continuously and work to resolve any issues or delays that may arise.

To comply with aviation security rules promulgated by the International Civil Aviation Organization (the “ICAO”), our cargo screening service provider, being a Regulated Air Cargo Screening Facility (the “RACSF”) under the ICAO, will arrange to pick up the consignments at our warehouse and conduct air cargo screening at an off-airport facility. Upon completion of the air cargo screening, our cargo screening service provider will deliver the consignments to the airport and hand them over to the relevant air freight carriers in accordance with our instructions.

Since we have entered into a block space agreement with an air freight carrier, we will endeavor to utilize the block space we have been allocated as much as possible. Our operations department will continue monitoring the usage status and make bookings with other air freight carriers if the block space allocated to us is insufficient. We will also co-load our block space with other freight forwarders we have if there is any underused so as to maximize our revenue.

Once the air freight is confirmed, our RACSF service provider will deliver the consignments to the airport and hand them over to the relevant air freight carriers.

Once our consignments are loaded onto the aircraft, we would typically receive a master airway bill from the air freight carrier outlining the terms and conditions governing the transportation of the consignment.

Since our all-in-one shipping solution is connected to the broker’s portal of our customs clearance companies, we will give pre-alert messages to the customs clearance companies when our consignments are loaded on the aircrafts. The customs clearance companies will then begin the import customs clearance process. This process includes picking up our consignments from the aircraft upon landing, conducting a thorough inspection of the consignments, and preparing all relevant documentation for customs clearance so as to ensure that the import procedures are in order and comply with the laws and regulations in Australia and New Zealand.

After the consignments have been checked and approved by the customs authorities in the destination city, the customs clearance company will arrange for the consignments to be transported to their own warehouse for de-consolidation purposes. At this point, the overseas customs clearance company will perform a final quality control check to ensure that every parcel is in good condition.

During the de-consolidation process, the overseas customs clearance company will segregate the consignments and arrange the consignments by destination. After this process has been completed, the overseas customs clearance company will subsequently notify our local delivery service providers in the destination cities.

Following the completion of the de-consolidation process, our delivery service providers in destination cities take over the responsibility of transporting the parcels to their respective destinations. The delivery service providers will coordinate with the overseas customs clearance company to pick up the products from their warehouse.

The delivery service providers will arrange for their transportation to our customers’ designated destination.

To ensure the accuracy of the delivery, our customers have already affixed the thermal label containing the unique tracking number generated by our all-in-one shipping solution to each individual parcel before it was picked up in Hong Kong. This tracking number enables our delivery service providers to identify the correct destination for each parcel, thereby ensuring that all of our customers’ parcels are delivered to the intended destinations.

Customers

Our customers mainly consist of direct customers, who primarily are businesses that operate e-commerce platforms or e-commerce merchants in Hong Kong.

For the year ended September 30, 2022, three customers accounted for 19.3%, 16.4%, and 15.7% of our total revenue. For the year ended September 30, 2023, three customers accounted for 21.9%, 18.1%, and 14.2% of our total revenue.

We do not enter into long-term agreements with our customers, which is in line with industry practice. For customers using our integrated cross-border logistics services, we will provide our rate lists setting out our charges from time to time. As such, it is not necessary for us to provide any quotations to customers prior to the acceptance of booking instructions. For customers using our air freight forwarding on a segmented basis, we will provide our quotation to the customers prior to or when a booking instruction is made with us.

We generally do not have any specific agreement with our customers on liability for damage of goods during transit, but we maintain insurance policies to cover such losses.

Suppliers

Our suppliers include (i) air freight carriers for the provision of cargo spaces, (ii) cargo screening service providers in Hong Kong, (iii) customs clearance companies in both Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destinations in Australia and New Zealand.

For the six months ended March 31, 2024, three major suppliers accounted for 35.9%, and 15.6% and 12.0% of our total purchases. For the six months ended March 31, 2023, four major suppliers accounted for 34.6%, 19.9%, 13.8% and 13.0% of our total purchases. For the year ended September 30, 2023, four major suppliers accounted for 33.1%, 23.1%, and 13.4% and 10.9% of our total purchases. For the year ended September 30, 2022, four major suppliers accounted for 26.2%, 14.7%, 14.6%, and 13.1% of our total purchases.

For the years ended September 30, 2022 and 2023 and the six months ended March 31, 2023 and 2024, we transacted with 10, 5, 6 and 8 air freight suppliers, respectively, comprising air freight carriers and freight forwarders, for the provision of cargo spaces, as well as over 55, 43 and 24 suppliers, respectively, for transport and local delivery-related services.

In particular, we procure cargo spaces directly from air freight carriers under different arrangements, including (i) direct booking, and (ii) block space arrangements. We are an IATA-accredited cargo agent and entitled to make direct bookings with air freight carriers without any third-party agent. We generally procure cargo spaces through the block space agreements we entered into with air freight carriers for a period of time at pre-agreed costs, and we occasionally procure additional cargo spaces from air freight carriers through direct bookings.

As part of the services we provide, we also arrange third-party service providers to provide the necessary supporting and ancillary logistics services, such as customs clearance companies for customs clearance in Australia and New Zealand, cargo screening service providers to carry out the necessary aviation security measures, and local delivery service providers in destination cities to carry out the last-mile delivery. Ground transportation companies will also be engaged if customers request for parcel pick-up.

We purchase cargo space from our suppliers either through (i) direct booking from air freight carriers, or (ii) block space arrangements.

We purchase air cargo spaces through direct booking with air freight carriers or other freight forwarders on a demand basis, without entering into any fixed-term agreements. For the years ended September 30, 2022 and 2023, the value of direct bookings for cargo spaces made with air freight carriers and other freight forwarders amounted to approximately US$12.3 million and US$7.1 million, respectively.

For direct bookings with air freight carriers, we negotiate with air freight carriers for a fair price to secure the required cargo space for the consignment. This involves determining the necessary type of aircraft, the volume of cargo space required, and the destination. With our established relationships with various air freight carriers, we are able to secure satisfactory rates for our consignments.

Furthermore, we will co-load with other freight forwarders to secure air cargo spaces. This arrangement allows multiple freight forwarders to share a single air cargo space and split transportation costs. To ensure a cost-effective arrangement is attained, we consider various factors, such as price terms, schedule of flights, availability of cargo spaces, and the destination, when booking directly with other freight forwarders.

To maintain our status as an IATA-accredited cargo agent so as to entitle us to make direct bookings with air freight carriers. As of September 30, 2022 and 2023 and March 31, 2023 and 2024, we maintain bank guarantee of $232,051, nil, $232,051 and nil, respectively, with IATA.

We have established a block space agreement with an air freight carrier to secure a committed amount of air cargo spaces for a predetermined period, typically one year, at pre-agreed costs. The agreement is terminable by either party upon 60-days’ notice without any penalty. We are fully committed to obtaining the agreed volume of air cargo space as specified under the block space agreements. Such block space agreements typically contain clauses requiring us to make payments to air freight carriers for the agreed volume of cargo spaces, irrespective of whether the air cargo spaces have been fully utilized, except when the volume of air cargo spaces available for use on the particular aircraft is less than the agreed volume of cargo space.

During the years ended September 30, 2022 and 2023 and the six months ended March 31, 2023 and 2024, we paid an aggregate cost of approximately $1,340,658, $1,219,343, $514,895 and $602,387, respectively, under our block space agreements.

The following sets forth the salient terms of the block space agreement we enter into with an air freight carrier for procurement of cargo spaces:

Information Technology Infrastructure

As an essential part of our integrated cross-border logistics services, we have developed our own proprietary all-in-one shipping solution, which was modified by us internally on a shipping software purchased by us in 2019. Our proprietary all-in-one shipping solution has been or can be connected to the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) on one end and the transportation management systems (TMS) of our ground transportation service providers on the other end, to facilitate effective logistics management.

Our all-in-one shipping solution performs two major functions: (i) a booking management function (BMS), and (ii) a transportation management function. The booking management function allows a high degree of customization and can be integrated into the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) by way of an Application Programming Interface (API). The booking management function enables booking instructions to be given, whether automatically by retrieving information from customers’ own IT systems or manually by users inputting the relevant booking management information.

The booking instruction typically includes the name of the consignee, the delivery address, the product type of the parcel, and its declared weight.

Our all-in-one shipping solution system is connected to the transportation management systems (TMS) of two of our major local delivery service providers. For delivery service provider A, a unique prefix identifying our Company and a range of tracking numbers will be allocated to us from time to time. Once a booking instruction has been received, our system will generate a unique tracking number to the parcel, comprising of the unique prefix and a unique tracking number selected from the pre-assigned range of tracking numbers. Customers can then generate a thermal label from our all-in-one shipping solution and adhere it to the parcel. For delivery service provider B, once a booking instruction has been received, our all-in-one shipping solution system will give such instruction to the transportation management systems (TMS) through the application programming interface (API). An instant response, being a unique tracking number generated by its transportation management systems (TMS), will be given to our system. Customers can then generate a thermal label from our system and adhere it to the parcel. Our all-in-one shipping solution is also connected to the broker’s portal of our customs clearance companies through the application programming interface (API) opened to us. As such, the shipping instructions will be transmitted to our customs clearance companies through its broker’s portal for customs clearance and onward processing.

The charts below show the logical flow of our all-in-one shipping solution:

Chart 1: Logical flow of the connections between customers, customs clearance company, and local delivery service provider A

Chart 2: Logical flow of the connections between customers, customs clearance company, and local delivery service provider B

Our all-in-one shipping solution is also connected to cross-carrier shipping tracking platforms such that shippers and customers can monitor the status of their parcels in real time.

As our all-in-one shipping solution operates automatically it significantly reduces shipment errors and enhances logistics efficiency.

In addition, our all-in-one shipping solution will also generate a shipping label for each and every package with a unique tracking number imprinted on it. Enterprise customers can handily print out the thermal labels so generated and adhere it to packages.

Our all-in-one shipping solution can be integrated into customer’s IT systems, typically by way of application programming interface (API), with minimal costs. This also saves significant investment costs on part of the enterprise customers in developing their own shipment management systems.

The reliability of our all-in-one shipping solution as an e-commerce logistics provider has been recognized internationally. We are one of the carriers recognized by AfterShip, an established post-purchase platform providing cross-platform and cross-carrier e-commerce shipping tracking services, where shipments made with us can be tracked on the AfterShip tracking system.

With the integration of our all-in-one shipping solution into the customer’s own IT systems, we have been able to build a loyal customer base.

For the years ended September 30, 2022 and 2023 and the six months ended March 31, 2024, we did not experience any failure in our all-in-one shipping solution that caused material disruptions to our operations. We are, however, susceptible to risks relating to failure of our information technology system. For details regarding such risks, refer to “Item 3. Key Information – D. Risk Factors — Risks Related to Our Business and Industry —Our business is dependent on information technology” and “Item 3. Key Information – D. Risk Factors — Risks Related to Our Business and Industry —Our business is subject to cybersecurity risks. A cyberattack may disrupt our operations and compromise the personal data of our customers.” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.

Sales and Marketing

We have been able to maintain a stable and harmonious business relationship with our existing customers, who are mainly e-commerce merchants, or businesses operating e-commerce platforms in Hong Kong. As a one-stop service provider, we offer door-to-door international delivery services in one package, which eliminates the need for our customers to coordinate with multiple service providers. Our directors are capable of providing relevant market information and advice on our capability to offer international logistics solutions. Our directors believe that our track record of providing efficient ways of delivering and handling our customers’ goods has helped us to build a loyal customer base. Our proprietary all-in-one shipping solution, which has been or can be incorporated into customers own IT systems, also helps us to create a close bond with our customers. We believe that customer loyalty is essential to our success, and we strive to provide high-quality services to maintain our customers’ loyalty. Through our high-quality and efficient services and commitment to our customers, we have been able to maintain a close relationship with them, who, in turn, make referrals for our freight forwarding and related logistics services.

In addition to serving our existing customers, we also conduct outreach to potential customers who have no prior business relationship with us, as we seek to diversify and expand our customer base. Through our sales and marketing efforts, we target to diversify and expand our customer base, thereby boosting sales performance and fostering a more diversified customer network. We believe that our experience in serving e-commerce businesses, combined with our commitment to customer satisfaction, positions us for long-term success in the e-commerce logistics industry.

Pricing Strategy

Our directors are responsible for determining the price for our integrated cross-border logistics services and freight forwarding services. We adopt a cost-plus approach for our pricing for both lines of businesses. We take into account the following factors in determining the fees we charge our customers:

Competition

We operate in the logistics and freight forwarding industry, which involves the provision of services such as freight transport, freight forwarding, warehouse management, and distribution. The market we operate in is highly fragmented and can be segmented based on major industry groups, such as air cargo forwarding services, freight transportation, courier activities, warehousing and storage, and other logistics services. We understand that the core value of logistics solutions providers lies in their ability to move freight from the point of origin to the point of consumption within a stipulated time at the most competitive price. The key success factors in the industry include maintaining reputation, developing a strong and extensive network, having strong capital support, and possessing operational experience and management capability.

We face keen competition from numerous competitors operating on different scales in Hong Kong. Management believes that we compete favorably with our competitors through our competitive strengths, such as well-established partnerships with customers and our service suppliers, our all-in-one shipping solution system, and a strong capability to provide integrated logistics solutions.

Seasonality

The demand for certain products transported by us is influenced by a number of factors, such as weather patterns, national holidays, economic conditions, major product launches, brand promotions, and many other market factors. Accordingly, comparison of sales and operating results from different periods in any given financial year may not be relied upon as indicators of our performances, since many of the market factors are unpredictable, and we provide no assurances that any market trends will continue. Due to these potential fluctuations, we place great importance on maintaining close contact with our customers to monitor trends and capture market needs effectively.

Insurance

We believe our insurance coverage is adequate to insure against the risks relating to our operations, given the size and nature of our business. Our insurance coverage includes, among others, work-related injury insurance for our employees and property all risks insurance for our office and warehousing facilities. Additionally, we also purchase increased costs of work insurance for business interruption, marine liability insurance, and money-in-transit insurance covering warehouses and parcels, as well as other liability insurance as needed. We review our insurance policies from time to time for adequacy in the breadth of coverage.

We are not liable for any damage or loss to our customers’ goods unless such damage or loss is caused by our negligence. Where we are liable for the damage or loss to our customers’ goods, claims against us from our customers are covered by the insurance policies we maintain as described above. Our business is, however, susceptible to risks arising from losses we sustain during the course of our business operations, and we cannot assure you that the insurance policies we have taken out are always able to cover all losses we sustain. In the case of an uninsured loss or a loss in excess of insured limits, including those caused by natural disasters and other events beyond our control, we may be required to pay for losses, damages, and liabilities out of our own funds. For details regarding such risks, refer to “Item 3. Key Information – D. Risk Factors — Risks Related to Our Business and Industry —Our insurance coverage may be inadequate to protect us from potential losses” set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2023 on file with the SEC, which is incorporated by reference into this prospectus.

Employees

As of September 30, 2024 and the date of this prospectus, we have seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia. As of September 30, 2022, Globavend HK employed a total number of nine full-time employees in Hong Kong. The following table sets out a breakdown of our employees by function:

We believe Globavend HK maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended September 30, 2022, 2023 and 2024.

Facilities

We do not own any real property.

During the years ended September 30, 2022 and 2023 and the six months ended March 31, 2024, we leased the following properties to support our business activities and operations:

Intellectual Property

As of the date of this prospectus, we have registered one trademark in Hong Kong, which we consider to be material to our business:

Trademark		Place of registration		Trademark number		Owner		Class		Expiry date
		Hong Kong		306075667		Globavend HK		16, 35, 36, 38, 39, 42		October 5, 2032

Licenses and Regulatory Approvals

A summary of the laws and regulations applicable to our business and industry is set out in the section headed “Regulation” in this prospectus. We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended September 30, 2022 and 2023, and up to the date of this prospectus, with details set forth below:

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

REGULATIONS

Regulations Related to Our Business Operations in Hong Kong

Regulations Related to Our Freight Forwarding Business

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and, as soon as practicable after the prescribed business registration fee and levy are paid, issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be.

Aviation Security Ordinance (Chapter 494 of the Laws of Hong Kong)

The Aviation Security Ordinance is an ordinance that makes provisions for the prevention and suppression of acts of violence against civil air transport and connected purposes, and constitutes the comprehensive legislation for implementation of the conventions and agreements on aviation security promulgated by the International Civil Aviation Organization (the “ICAO”). To safeguard aircraft against acts of unlawful interference, the ICAO has laid its own standards and recommend practice in Annex 17 to the Convention on International Civil Aviation (the “CICA”) on the security measures required to be implemented by contracting states. For the security of air cargo to be in line with Annex 17 to the CICA, the Hong Kong Aviation Security Programme, which is enforceable under the Aviation Security Ordinance, has incorporated the Regulated Agent Regime (the “RAR”) since March 2000. A cargo handling agent, a freight forwarder or a consignor of air cargo may apply for registration as a regulated agent (“RA”), who is required to comply with the requirements in respect of an RA in the Hong Kong Aviation Security Programme, in order to prevent the unauthorized carriage of explosives and incendiary devices in the consignments of cargo intended for carriage by air.

Under the RAR, an RA is obliged, among other obligations, to ensure that the appropriate security controls acceptable by the Civil Aviation Department (“CAD”) are properly implemented upon the acceptable of cargo for carriage by air unless the consignment of cargo is safeguarded against unauthorized interference after its reception and to make best endeavors to protect it from unauthorized interference until the consignment is accepted by another RA or an airline.

An RA shall also ensure that a consignment of cargo accepted from a known consignor or another RA is:

RAs shall also maintain an orderly documentation and record system. Documents such as airway bills, cargo manifests and relevant instructions from consignors should be kept for at least 31 days after the consignment is flown.

On September 1, 2016, the ICAO has introduced a new policy direction to progressively increase the required screening percentage of known cargoes consigned by existing consignors which have not been approved by the CAD, from 1% to 100% before the deadline imposed by ICAO (June 30, 2021). From June 2021 onwards, prior to the air cargo being loaded onboard, all registered agents will be required to screen 100% of their cargo tendered by consignors not approved by the CAD. In anticipation of an upsurge in screening demand, a regulated air cargo screening facilities scheme which enables and regulates air cargo screening at off-airport locations has been formulated. Any entity which intends to conduct air cargo security screening operations in their premises may apply for acceptance by the CAD to become a regulated air cargo screening facility (“RACSF”). Each RACSF must have at least two nominated persons for cargo security who have attended and completed the RACSF training program acceptable to the CAD. The relevant training certificates are valid for a period of three years, hence, the relevant RACSF should arrange for revalidation of the same by their expiry.

Dangerous Goods (Consignment by Air) (Safety) Ordinance (Chapter 384 of the Laws of Hong Kong) and Dangerous Goods (Consignment by Air) (Safety) Regulations (Chapter 384A of the Laws of Hong Kong)

The Dangerous Goods (Consignment by Air) (Safety) Ordinance (“DGO”) is to control, in the interests of safety, the preparation, packing, marking, labelling and offering of dangerous goods for carriage by air. Under the DGO, dangerous goods (“Dangerous Goods”) is defined as any article or substance which is listed in the Technical Instructions for the Safe Transport of Dangerous Goods by Air (“Technical Instructions”) published by the ICAO and any article or substance not so listed by name but having properties corresponding to those of one of the general classifications of articles and substances in the Technical Instructions. When offering or handling Dangerous Goods for air carriage, consignors are required under the DGR to ensure all Dangerous Goods are properly classified, packed, marked, labelled and documented.

Any person who consigns Dangerous Goods in contravention of the Dangerous Goods (Consignment By Air) (Safety) Regulations (“DGR”) commits an offence and on conviction on indictment is liable to a fine of HK$250,000 and imprisonment for two years or on summary conviction to a fine of HK$50,000 and to imprisonment for one year. Furthermore, where a company commits an offence, every director and every officer concerned in the management of the company may be convicted of the like offence as specified under the DGO. Those Dangerous Goods and any packaging for Dangerous Goods may be forfeited.

Additionally, as required under the DGR, staff of a freight forwarder shall not perform the function of processing Dangerous Goods, processing cargo (not containing Dangerous Goods) or handling, loading and storage of cargo unless he/she has completed training programmes which fulfill the requirement under the DGR. Staff who process Dangerous Goods without completing the necessary training programmes commits an offence and the freight forwarder and such staff each commits an offence and is liable to a fine of HK$25,000 and to imprisonment for six months. Also, a freight forwarder commits an offence where it did not ensure its staff who process cargo (not containing Dangerous Goods) or handle, load and store cargo to complete the necessary training programmes and it is liable to a fine of HK$25,000 and to imprisonment for six months.

International Conventions - Carriage of Goods by Air

In relation to carriage of goods by air, the relevant international conventions are the Warsaw Convention for the Unification of Certain Rules Relating to International Carriage by Air 1929 (the “Warsaw Convention”) and the Montreal Convention for the Unification of Certain Rules for International Carriage by Air 1999 (the “Montreal Convention”).

The Warsaw Convention

The Warsaw Convention was an international convention which regulates liability for international carriage of persons, luggage or goods performed by aircraft for reward. It was originally signed in 1929 in Warsaw and was amended in 1955 by the Hague Protocol (the “Amended Warsaw Convention”). Hong Kong still applies the Amended Warsaw Convention to international air carriages with countries that have adopted the Amended Warsaw Convention but not the Montreal Convention.

The Montreal Convention and the Carriage by Air Ordinance

The Montreal Convention was designed to establish worldwide uniformity in liability rules governing air carriage of person, baggage and cargo for compensation between two countries which are parties to it. Hong Kong ratified the Montreal Convention on 15 December 2006. The Montreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) (the “CAO”).

The provisions of the Montreal Convention, as set out in Schedule 1A of the CAO, so far as they relate to the rights and liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to the CAO, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective of the nationality of the aircraft performing that carriage.

Article 18 of the Montreal Convention determines the extent of the carriers’ liability during carriage of cargoes. Article 18(1) states that the carrier is liable for damage sustained in the vent of the destruction or loss of, or damage to, cargo upon condition only that the event which caused the damage so sustained took place during the carriage by air. Article 18(2) provides the following four defences to the carrier:

Regulations Related to Employment and Labor Protection

Employment Ordinance (Chapter 57 of the Laws of Hong Kong)

The Employment Ordinance is an ordinance enacted for, among other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the Employment Ordinance, an employee is generally entitled to, among other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance.

Any provision of the employment contract that purports to extinguish or reduce the right, benefit, or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)

The Mandatory Provident Fund Schemes Ordinance (“MPFSO”) is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes (each, a “MPF Scheme”). The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offense and is liable on conviction to a fine and imprisonment. As of the date of this prospectus, the Company believes it has made all contributions required under the MPFSO.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)

The Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the land. The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitors will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance provides for protection to employees with respect to their safety and health in workplaces. It applies not only to industrial workplaces but also non-industrial.

Under the Occupational Safety and Health Ordinance, every employer must, as far as reasonably practicable, ensure the safety and health at work for all employees by: (a) providing and maintaining plant and systems of work that are safe and without risks to health; (b) making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances; (c) providing such information, instruction, training and supervision as may be necessary to ensure the safety and health at work of the employees; (d) as regards any workplace under the employer’s control, (i) maintaining the workplace in a condition that is safe and without risks to health; and (ii) providing or maintaining means of access to and egress from the workplace that are safe and without any such risks; and (e) providing and maintaining a working environment for the employees that is safe and without risks to health. An employer who fails to comply with the above provisions commits an offence and is liable, on summary conviction, to a fine of HK$3,000,000 and on conviction on indictment, to a fine of HK$10,000,000. Further, an employer who intentionally, knowingly or recklessly fails to comply with these provisions commits an offence and is liable, on summary conviction, to a fine of HK$3,000,000 and to imprisonment for six months, and on conviction on indictment, to a fine of HK$10,000,000 and to imprisonment for two years.

The Commissioner for Labour may serve improvement notices on an employer or an occupier of the workplace against contravention of this ordinance or the Factories and Industrial Undertakings Ordinance (Cap 59 of the Laws of Hong Kong), or suspension notices against an activity or condition or use of workplace where there is an imminent risk of death or serious bodily injury. An employer or occupier who fails to comply with such improvement notices without reasonable excuse commits an offence and is liable on conviction to a fine of HK$400,000 and imprisonment of up to twelve months. An employer or occupier who fails to comply with such suspension notices without reasonable excuse commits an offence and is liable on conviction to a fine of HK$1,000,000, to imprisonment for twelve months, and to a further fine of HK$100,000 for each day or part of a day during which such employer or occupier knowingly and intentionally continues the contravention.

Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong)

The Factories and Industrial Undertaking Ordinance (the “FIUO”) imposes general duties on proprietors of and persons employed at industrial undertakings, including without limitation to cargo and container handling undertakings, factories and other industrial workplaces, to ensure health and safety at work in such undertakings. Proprietor includes any person, body corporate, a firm, an occupier and the agent of such an occupier having the management or control of the business carried on in an industrial undertaking for the time being.

Section 6A(1) of the FIUO provides that “it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking.” Contravention of such duty is an offence and is liable to a fine of HK$3,000,000 on summary conviction, and HK$10,000,000 on conviction on indictment. A proprietor that willfully contravenes the duty imposed by section 6A(1) without a reasonable excuse commits an offence and, upon summary conviction, is liable for a fine of HK$3,000,000 and imprisonment for six months upon summary conviction and, upon conviction on indictment, for a fine of HK$10,000,000 and imprisonment for two years.

There are 30 sets of subsidiary regulations under the FIUO, covering various aspects of hazardous work activities in various workplaces, containing detailed health and safety standards on work situations, plant and machinery, processes and substances.

Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations (Chapter 59J of the Laws of Hong Kong)

The Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations lay down the legal requirements for safe use, construction, testing and examination of lifting gear and lifting appliance used for lowering or raising or as a means of suspension in any industrial undertaking (the “Lifting Equipment”). Every employer providing lifting equipment for use at work, and every person having control of such use, should observe and ensure compliance with the regulation. In particular, the lifting equipment must be sufficiently strong, properly maintained, and thoroughly examined by a competent examiner at least once every twelve months and certified by the competence examiner in an approved form as being in a safe working order; the lifting equipment should not be loaded beyond the maximum safe working load; and that no load is left suspended from a lifting appliance unless a competent person is in charge of the lifting appliance during the period of suspension.

Depending on the offence, different levels of penalty are imposed for contraventions of these regulations. The penalties for committing an offence under the Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations range from a fine at HK$100,000 to HK$400,000, and imprisonment of up to twelve months.

Factories and Industrial Undertakings (Loadshifting Machinery) Regulations (Chapter 59AG of the Laws of Hong Kong)

These regulations regulate the use and operation of loadshifting machinery. Loadshifting machinery used in industrial undertaking as defined in the regulations includes fork-lift trucks.

Regulations 3 and 4 impose duties on the responsible person to (i) ensure that the loadshifting machine shall be operated by a person aged 18 or above and holding a valid certificate applicable to the type of loadshifting machine that that person is instructed to operate, (ii) provide every employee instructed to operate the loadshifting machine a training course conducted for the relevant type of loadshifting machine, and (iii) if the employee fails to obtain a certificate following the training course, the employer is responsible to provide an additional training course. The meaning of responsible person, in these regulations and the context of industrial undertaking, is a person having the management or in charge of the machine, but excluding the person operating the machine.

A responsible person without reasonable excuse contravenes the duty imposed by Regulation 3 or 4 is liable to a fine of HK$100,000.

Regulations Related to Intellectual Property

Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)

The Copyright Ordinance protects recognized categories of literary, dramatic, musical and artistic work, as well as sound recordings, films, broadcasts and cable programs, and typographical arrangement of published editions. Certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorization from the copyright owner would constitute “primary infringement” of copyright which does not require knowledge of infringement.

In addition, a person may incur civil liability for “secondary infringement” under the Copyright Ordinance if that person possess, sells, lets for hire, distributes or deals with a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of the work for the purposes of or in the course of any trade or business without the consent of the copyright owner. However, the person will only be liable if, at the time he committed the act, he knew or had reason to believe that he was dealing with infringing copies.

Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business.

Under section 119A of the Copyright Ordinance, there is a provision against copying service business which imposes criminal liability when a person, for the purpose of or in the course of a copying service business, possess a reprographic copy of a copyright work as published in a book, magazine or periodical, being a copy that is an infringing copy of the copyright work. It is a defense for the person charged to prove that he did not know and had no reason to believe that the copy of a copyright work in question was an infringing copy of the copyright law.

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)

The Trade Marks Ordinance provides for the registration, use and protection of trademarks. Under section 18 of the Trade Marks Ordinance, it is provided that a person infringes a registered trademark if the person uses in the course of trade or business a sign which is:

A person shall be treated as a party to any use of the material which infringes the registered trademark if he:

Trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong unless they are also registered under the Trade Marks Ordinance. Nevertheless, trademarks which are not registered under the Trade Marks Ordinance may still obtain protection by the common law action of passing off, which requires proof of the owner’s reputation in the unregistered trademark and that use of the trademark by third parties will cause damages to the owner.

Regulations Related to Import and Export of Goods

Import and Export Ordinance (Chapter 60 of the Laws of Hong Kong)

The Import and Export Ordinance provides for the regulation and control of the import of articles into Hong Kong, the export of articles from Hong Kong, the handling and carriage of articles within Hong Kong which have been imported into Hong Kong or which may be export from Hong Kong, and any matter incidental to or connected with the foregoing.

The import and export of certain articles are prohibited unless with the relevant licenses under sections 6C and 6D which are issued under section 3 of the Import and Export Ordinance. Pursuant to section 6C of the Import and Export Ordinance, no person shall import any article specified in Schedule 1 to the Import and Export (General) Regulations (Cap 60A of the Laws of Hong Kong) except under and in accordance with an import license issued by the Director-General of Trade and Industry under section 3 of the Import and Export Ordinance. Section 6D of the Import and Export Ordinance provides that no person shall export any article specified in the second column of Schedule 2 to the Import and Export (General) Regulations to the place specified opposite thereto in the third column of the schedule except under and in accordance with an export license issued by the Director-General of Trade and Industry under section 3 of the Import and Export Ordinance.