As filed with the U.S. Securities and Exchange Commission on October 23, 2025.

Registration No. 333-290821

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

_____________________________________

AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

SONIC LIGHTING, INC.

(Exact Name of Registrant as Specified in its Charter)

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Nevada		5010		33-4774630
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code No.)		(I.R.S. Employer Identification No.)

19385 E. Walnut Drive North
City of Industry, CA 91748
(626) 934-8884

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_____________________________________

Vcorp Services. LLC
701 S. Carson Street, Suite 200
Carson City, NV 89701
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

_____________________________________

Copies to:

William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd FL
New York, NY 10017
T: (212) 588-0022

Ying Li, Esq.
Guillaume de Sampigny, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
T: (212) 530-2206

_____________________________________

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

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We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

DATED OCTOBER 23, 2025

2,475,000 Shares of Common Stock

SONIC LIGHTING, INC.

This is the initial public offering, or the “offering,” of 2,475,000 shares of common stock, par value US$0.0001 per share, of SONIC LIGHTING, INC., a Nevada corporation (the “Company”), on a firm commitment basis.

We expect that the initial public offering price will be between US$4.00 and US$5.00 per share. Prior to this offering, there has been no public market for our common stock. We intend to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SONC”. However, there is no assurance that the offering will close and that our common stock will be trading on Nasdaq. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

The Company is authorized to issue 100,000,000 shares of capital stock, consisting of 80,000,000 shares of common stock, par value US$0.0001 per share, and 20,000,000 shares of preferred stock, par value US$0.0001 per share. 20,000,000 shares were designated to be series A preferred stock (the “Series A Preferred Stock”) out of the 20,000,000 shares of preferred stock. Each share of common stock is entitled to one vote and each share of Series A Preferred Stock is entitled to 20 votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends.

Unless otherwise indicated, all information in this prospectus reflects a 1-for-10,000 forward split of our issued and outstanding shares of common stock and Series A Preferred Stock, effected on October 1, 2025. Upon the completion of this offering, the Company will have 16,475,000 shares of common stock outstanding if the underwriters do not exercise their over-allotment option, or 16,846,250 shares of common stock outstanding if the underwriters exercise their over-allotment option in full. Mr. Dao Chung Cheung, Mr. Nelson Yin Ho Li, Mr. Ka Kit Mak and Mr. Anthony Shing Him Wai, or the Founders of the Company, will beneficially own 14,000,000 shares of common stock and 6,000,000 shares of Series A Preferred Stock, representing 98.19% of the total voting power of our issued and outstanding share capital immediately following the completing of this offering assuming the underwriters do not exercise their over-allotment option, or 97.92% of our total voting power if the underwriters exercise their over-allotment option in full. 87.93% of the voting power from the Founders will stem from the Series A Preferred Stock. As such, we will be deemed a “controlled company” under Nasdaq Company Guide Section 801(a). However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Company Guide. See “Prospectus Summary — Implications of Being a Controlled Company” on page 6.

The Company qualifies as an “emerging growth company” and “smaller reporting company” and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Smaller Reporting Company” on page 5.

Investing in our common stock involves significant risks. The risks could result in a material change in the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our common stock.

	Per Share		Total Without of Over-Allotment Option		Total With Full Exercise of the Over-Allotment Option
Initial public offering price(1)	US$	4.00	US$	9,900,000	US$	11,385,000
Underwriting discounts (7.5%)(2)	US$	0.30	US$	742,500	US$	853,875
Proceeds to us, before expenses	US$	3.70	US$	9,157,500	US$	10,531,125

____________

(1) Assuming the public offering price is US$4.00, the low point of the price range set forth on the cover page of this prospectus.

(2) We have agreed to pay the underwriters a fee equal to 7.5% of the gross proceeds of the offering. See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

We have granted the underwriters an option, exercisable for 45 days after the closing date of this offering, to purchase up to an additional fifteen percent (15%) of the shares of common stock offered in this offering on the same terms to cover over-allotments.

The underwriters are selling the shares of common stock in this offering on a firm-commitment basis.

The underwriters expect to deliver the shares of common stock against payment in U.S. dollars to purchasers on or about , 2025.

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

D. Boral Capital

The date of this prospectus is , 2025.

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		10
Cautionary Note Regarding Forward-Looking Statements		22
Enforceability of Civil Liabilities		23
Use of Proceeds		24
Dividend Policy		25
Capitalization		26
Dilution		27
Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Industry		48
Corporate History and Structure		55
Business		56
Regulations		68
Management		70
Executive Compensation		78
Related Party Transactions		79
Principal Stockholders		80
Description of Capital Stock		82
Shares Eligible for Future Sale		84
Underwriting		90
Legal Matters		94
Experts		94
Where You Can Find Additional Information		94
Index to Financial Statements		F-1

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About this Prospectus

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

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources we believe to be reliable, although we do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

Conventions that Apply to this Prospectus

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

• “AR insurance” are to accounts receivable insurance;

• “Company” or “SLI” are to SONIC LIGHTING, INC., a Nevada corporation incorporated on March 4, 2025;

• “Controlling Stockholders”, “Founders”, or “Executive Directors” are to Mr. Nelson Ho Yin Li, Mr. Ka Kit Mak, Mr. Anthony Shing Him Wai and Mr. Dao Chung Cheung;

• “DOT” are to the Department of Transportation;

• “FMVSS” are to the Federal Motor Vehicle Safety Standards;

• “NHTSA” are to the National Highway Traffic Safety Administration;

• “SAE” are to the Society of Automotive Engineers;

• “Sonic OpCo” are to Sonic Lighting, Inc., the Company’s operating subsidiary and a California corporation incorporated on May 7, 2010;

• “sqf” are to square feet;

• “WIPO” are to the World Intellectual Property Organization;

• “WD” are to wholesale distributors; and

• “U.S. dollars,” “dollars,” “USD,” “US$” or “$” are to the legal currency of the United States.

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PROSPECTUS SUMMARY

This summary only highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including “Risk Factors” beginning on Page 10, and the financial statements, before making an investment decision

Our Business

For nearly two decades, SONIC LIGHTING, INC. (the “Company” or “SLI”) has built a strong competitive presence in the automotive industry, specializing in the wholesale distribution of high-quality automotive lighting products. As a well-established provider of aftermarket lighting in the United States, we take pride in our extensive product offerings and our commitment to delivering high-quality automotive solutions to our customers.

The products we offer primarily include projector headlights, crystal headlights, taillights, and fog lights. We continuously expand our products offering and strive to provide the latest and most innovative developments in the automotive industry.

Our facilities include our corporate headquarters in the City of Industry, California, a 200,000 square-foot warehouse in Summerville, South Carolina, and a 90,000 square-foot facility in Dallas, Texas. As a result, we are able to efficiently reach customers across the United States. These locations allow us to provide fast and reliable service while maintaining a high standard of quality control.

Our primary customers include major retailers such as Costco, Home Depot, and Keystone, along with other wholesale distributors. The majority of the products that we resell are distributed to retailers, wholesalers, and tuning shops.

We believe that we provide customers with a value proposition that includes high-quality products at competitive pricing, extensive product availability due to our broad distribution network, and responsive customer service. Our wholesale department is dedicated to providing exceptional customer support, delivering knowledgeable information that allows customers to make informed purchasing decisions with confidence.

The lighting products that we distribute comply with all relevant federal regulations. Unless otherwise specified, all products are DOT compliant and meet FMVSS No. 108. The products that we resell are DOT certified and approved by the Society of Automotive Engineers (“SAE”).

In addition to selling products we purchase for resale, we also act as a sales agent for other automotive-parts manufacturers.

By leveraging our industry expertise and strong distribution network, we strive to continue to innovate the market in aftermarket automotive lighting and accessories. Our unwavering commitment to innovation, quality, and customer satisfaction sets us apart as a well-established provider in the automotive industry.

Corporate History and Structure

We commenced operations in May 2010 with the establishment of Sonic OpCo in California. Sonic OpCo acts as a distribution center in the United States and maintains inventory for both wholesale and retail.

In February 2025, SLI, our current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in March 2025, we completed a share swap transaction and issued common stock and Series A Preferred Stock of SLI to the then existing stockholders of Sonic OpCo, based on their then respective equity interests held in Sonic OpCo. As a result, Sonic OpCo became our wholly owned subsidiary.

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The following diagram illustrates our current corporate structure as of the date of this prospectus and after giving effect to this offering (assuming no exercise of the over-allotment option by the underwriters).

Dividends and Other Distributions

The Company is a holding company and conducts all its business through its subsidiary in the United States. The Company may rely on dividends to be paid by its subsidiary to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its stockholders, to service any debt we may incur and to pay its operating expenses. If its subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to the Company.

For the fiscal years ended December 31, 2024 and 2023, the Company had declared dividends in the amount of $1,238,287 and $7,209,450 respectively. During the fiscal years ended December 31, 2024 and 2023 and as of the date of this prospectus, our subsidiary had not made any dividends or other distributions to the holding company. During the fiscal years ended December 31, 2024 and 2023, there were no cash flows between our holding company and its subsidiary. In the future, cash proceeds raised by the Company from financing activities, including this offering, may be transferred to its subsidiary via capital contribution or stockholder loans, as the case may be. As of the date of this prospectus, the Company had not made any no dividends or distributions to U.S. investors and the Company does not plan to make any dividends or distributions in the future. See “Dividend Policy.”

Competitive Strengths

We believe that the following competitive advantages contribute to our success and differentiate us from our competitors:

• High-Quality Products. The products we resell undergo rigorous quality control to ensure they meet the highest standards of excellence. We focus on precision and attention to detail from design to final testing. Additionally, all products comply with federal regulations and meet SAE and DOT compliance standards, ensuring reliability and durability.

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• High Barrier to Entry in Manufacturing. The cost of tooling for headlights and taillights makes entry difficult for smaller manufacturers. However, we have the resources to manage these costs while investing in new technologies. This financial strength allows us to stay ahead of market trends and maintain a reliable supply chain.

• Logistical Efficiency and Cost Savings. Our high-volume domestic outbound shipments secure competitive shipping rates from major carriers like UPS and FedEx. These cost savings allow us to offer competitive pricing while ensuring fast delivery times. By optimizing production and distribution, we enhance customer satisfaction and strengthen our market position.

• Specialized Customer Service. We provide a dedicated wholesale department focused on competitive pricing, exceptional service, and product support. This approach has helped us build long-lasting relationships with customers, fostering trust and confidence. Our customers receive expert guidance on product benefits, enabling them to make informed purchasing decisions.

• Tailored Solutions for Customers. Beyond standard purchases, we offer tailored solutions to help customers customize their vehicles. Our support includes recommendations for upgrades, modifications, and accessories that suit their needs. This personalized approach ensures high customer satisfaction and enhances their overall experience.

Growth Strategies

• Upgrading the California Facility. We are planning a major upgrade to our headquarters in California to meet growing industry demands. Expanding beyond our current 140,000-square-foot facility, the new space will boost production capacity and streamline operations. This investment will reinforce our commitment to offering cutting-edge automotive lighting solutions.

• Strengthening West Coast Operations. The planned expansion reflects our forward-thinking approach and will allow us to serve West Coast customers more efficiently. With increased production capacity, we can achieve faster turnaround times and deliver a greater number of products. The upgraded California facility will remain a hub for R&D, quality control, and customer service.

• Northeast Expansion. We are expanding to the Northeast, with plans for a new facility in New York or New Jersey. This strategic location will improve coverage across the East Coast, reducing shipping times and enhancing service. Our goal is to ship 98% of orders within two days, ensuring customers receive their products quickly.

• Cost-Effective Logistics for Better Customer Experience. By opening an East Coast facility, we will lower domestic shipping costs and transit times. Avoiding long-haul freight will provide a more efficient and cost-effective solution for customers nationwide. Faster deliveries will improve customer satisfaction, making the products we resell more accessible and convenient.

• Diversifying Product Offerings Beyond Lighting. As part of our growth strategy, we are expanding into performance and styling products beyond lighting. New offerings will include body kits, exhaust systems, suspension upgrades, and braking solutions. By maintaining high-quality standards and collaborating with industry leaders, we will provide innovative solutions for car enthusiasts.

• Expanding Customer Engagement and Relationships. We are increasing market engagement through cold calling, trade shows, and direct customer interactions. By resuming in-person events and customer visits, we will strengthen relationships and stay ahead of industry trends. This proactive approach will strengthen customer trust and reinforce our credibility and competitiveness in the market.

Share Capital and Forward Stock Split

The Company is authorized to issue 100,000,000 shares of capital stock, consisting of (i) 80,000,000 shares of common stock, par value US$0.0001 per share, and (ii) 20,000,000 shares of preferred stock, par value US$0.0001 per share. Each share of common stock is entitled to one vote, and each share of Series A Preferred Stock is entitled to twenty

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votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends. See “Description of Capital Stock.”

On October 1, 2025, as approved by the board of directors and the stockholders of the Company on September 8, 2025, the Company effected a forward split of our outstanding common stock and Series A Preferred Stock at a ratio of 1-for-10,000. All references to common stock, Series A Preferred Stock, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the forward split of our issued and outstanding common stock and Series A Preferred Stock as if these events had occurred at the beginning of the earliest period presented. As of the date of this prospectus, there are 14,000,000 shares of common stock and 6,000,000 shares of Series A Preferred Stock issued and outstanding.

Corporate Information

Our principal executive office is located at19385 E. Walnut Drive North, City of Industry, CA 91748. The telephone number of our principal executive office is (626) 934-8884. Our registered agent in the United States is Vcorp Services. LLC, located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

Summary of Risk Factors

Investing in our common stock involves substantial risk, as more fully described in “Risk Factors” and elsewhere in this prospectus. You should read these risks before you invest in our common stock. We may be unable, for many reasons, including those that are beyond our control, to implement our business strategy. Some of the more significant risks associated with our business include the following:

Risks Related to Our Business and Industry

• Risks related to competition in the industry. See “We compete with numerous automotive parts manufacturers in highly competitive markets. Competition can affect customer preferences, reduce demand for the products we resell, negatively affect our product sales mix, leverage greater financial resources, or cause us to lower prices, any or all of which could adversely affect our financial condition, liquidity or results of operation” on page 10.

• Risk related to retention of distributors and suppliers and quality control. See “We depend on a limited number of major automotive parts distributors for a substantial portion of our revenues. The loss of one or more of these major distributors could adversely affect our consolidated results of operations and financial position, and an inability to increase our sources of automotive parts supply could adversely affect our growth rates” on page 10 and “Our business relies on third-party suppliers for key materials and components, with no long-term contracts in place, making us vulnerable to supply disruptions, price fluctuations, and quality issues. Any delays, price increases, or failures to meet quality standards could negatively impact our ability to deliver products on time and maintain customer satisfaction. These supply chain risks could adversely affect our financial condition, liquidity, and overall results of operations” on page 11.

• Risks related to the products we resell and operations. See “If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability” on page 11.

• Risks of losses from natural disasters, catastrophes, fire or other unexpected events. See “Our business operations could suffer significant losses from natural disasters, catastrophes, fire or other unexpected events” on page 13.

Risks Related to Our Common Stock, Preferred Stock and this Offering

• Risks of stock price volatility. See “The offering price for our common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile” and “You may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock” on page 15.

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• Risks of not paying dividends for the foreseeable future. We do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. See “We do not intend to pay dividends for the foreseeable future” on page 16.

• Risks related our management’s broad discretion to determine how to use the funds raised in the offering. See “Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our shares of common stock” on page 16.

• Risks related to being a “Controlled Company”. See “As a ‘controlled company’ under the Nasdaq Company Guide, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders” on page 17.

• Risks related to being a Nevada corporation. See “Risks Related to Nevada Corporate Laws” at page 18.

• Risks related to our multi-class structure. See “We cannot predict the impact our multi-class structure may have on the stock price of our common stock” on page 17.

Implications of Being a Smaller Reporting Company

We qualify as an “smaller reporting company” as defined in Rule 405 of the Securities Act and Item 10 of Regulation S-K. A smaller reporting company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• the ability to include only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure;

• the reduced disclosure obligation regarding executive compensation under Item 402 of Regulation S-K; and

• an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We may take advantage of these provisions for so long as we remain a smaller reporting company. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than US$250 million or (ii) our annual revenue was less than US$100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than US$700 million.

Implications of Being an “Emerging Growth Company”

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 of 2012, or the “JOBS Act.” An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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

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

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

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

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

• will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 10-K following the effectiveness of our initial public offering.

We intend to take advantage of all of these reduced reporting requirements and exemptions.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), occurred, if we have more than US$1.235 billion in annual revenue, have more than US$700 million in market value of our common stock held by non-affiliates, or issue more than US$1 billion in principal amount of non-convertible debt over a three-year period.

Implications of Being a Controlled Company

Upon completion of this offering, the Executive Directors will beneficially own approximately 97.92% of the aggregate voting power of our common stock and Series A Preferred Stock assuming no exercise of the over-allotment option, or 87.93% assuming full exercise of the over-allotment option in full. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq Company Guide. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

• the requirement that a majority of our board of directors must be independent directors;

• the requirement that our director nominees must be selected or recommended to the Board for determination, by either a Nomination Committee comprised solely of independent directors or by a majority of the independent directors;

• the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws; and

• the requirement that compensation of the chief executive officer must be determined, or recommended to the Board for determination, either by a Compensation Committee comprised of independent directors or by a majority of the independent directors on its Board of Directors and that compensation for all other officers must be determined, or recommended to the Board for determination, either by such Compensation Committee or a majority of the independent directors on the company’s Board of Directors.

Although we do not intend to rely on the controlled company exemptions under the Nasdaq Company Guide even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq Company Guide.

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THE OFFERING

Common Stock Offered by us:		2,475,000 shares of common stock (or 2,846,250 shares of common stock if the underwriters exercise their over-allotment option in full)
Capital Stock Outstanding Prior to Completion of Offering:		14,000,000 shares of common stock; and 6,000,000 shares of Series A Preferred Stock.
Capital Stock Outstanding immediately after Offering:		16,475,000 shares of common stock (or 16,846,250 shares of common stock if the underwriters exercise their over-allotment option in full), and 6,000,000 shares of Series A Preferred Stock. See “Description of Capital Stock — Convertible Notes and Warrants”.
Offering Price Range per Share of Common Stock:		US$4.00 to US$5.00 per share of common stock
Gross Proceeds to us Before Expenses:		US$9,900,000 if the underwriters do not exercise the over-allotment option, or US$11,385,000 if the underwriters exercise the over-allotment option in full, assuming the public offering price is US$4.00, the low point of the price range set forth on the cover page of this prospectus.
Listing:		We plan to apply to have our common stock listed on the Nasdaq Capital Market. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.
Ticker Symbol:		SONC
Transfer Agent:		Transhare Corporation
Use of Proceeds:		We intend to use the proceeds from this offering for upgrading facilities and operations, logistics improvement, research and development, marketing, acquisition and strategic investments, and general working capital purposes. See “Use of Proceeds” and “Growth Strategies” for more information.
Lock-up:		We will not, for a period of 180 days after the closing of this offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock

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		of the Company or such other securities, in cash or otherwise. Additionally, the Company’s directors and officers and any other holder(s) of the outstanding shares of Common Stock as of date of this prospectus (and all holders of securities exercisable for or convertible into shares of Common Stock) will enter into lock-up agreements in favor of our underwriters pursuant to which such persons and entities shall agree, for a period starting from the day of this prospectus and for 180 days after the closing of this offering, that they shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, subject to customary exceptions. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
Risk Factors:		Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our shares of common stock.
Dividend Policy:		We have no present plans to declare dividends in the future and plan to retain our earnings to continue to grow our business.
Voting Rights:		Holders of our common stock are entitled to one vote per one share of common stock. Holders of Series A Preferred Stock are entitled to twenty votes per one share of Series A Preferred Stock. The Series A Preferred Stock will vote together with the common stock. Our Founders will beneficially own 14,000,000 shares of common stock and 6,000,000 shares of Series A Preferred Stock, representing 98.19% of the total voting power of our issued and outstanding share capital immediately following the completing of this offering assuming the underwriters do not exercise their over-allotment option, or 97.92% of our total voting power if the underwriters exercise their over-allotment option in full. See “Description of Capital Stock” on page 82.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated statements of income for the years ended December 31, 2024 and 2023, summary consolidated balance sheet data as of December 31, 2024 and 2023, and summary consolidated statements of cash flow for the years ended December 31, 2024 and 2023, have been derived from our consolidated financial statements included elsewhere in this prospectus.

Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this prospectus.

The following table presents our audited summary consolidated statements of income for the years ended December 31, 2024 and 2023:

	For the Years Ended December 31,
Audited Consolidated Statement of Income Data:	2024			2023
Revenue
Agency income		12,308,782			13,304,623
Fulfilment service income		1,295,675			2,172,881
Online retail sales income, net		21,162,631			21,233,705
Wholesale income, net		46,600,990			59,638,911
Total revenues		81,368,078			96,350,120
Cost of revenue		(58,381,945	)		(72,895,041	)
Selling and marketing expenses		(8,437,548	)		(8,851,957	)
General and administrative expenses		(13,563,336	)		(13,806,226	)
Other income (expense), net		1,305,807			1,086,892
Income tax expense		(36,063	)		(25,919	)
Net income	$	2,254,993		$	1,857,869

The following table presents our audited summary consolidated balance sheet for the years ended December 31, 2024 and 2023:

	For the years ended December 31,
Audited Consolidated Balance Sheet Data:	2024		2023
Cash and cash equivalents	$	153,203	$	4,562,292
Total current assets	$	28,889,938	$	33,019,216
Total assets	$	48,670,482	$	54,585,083
Total current liabilities	$	22,663,676	$	27,969,956
Total liabilities	$	40,169,431	$	47,100,738
Total stockholders’ equity	$	8,501,051	$	7,484,345

The following table presents our audited summary consolidated statements of cash flow for the years ended December 31, 2024 and 2023:

	For the years ended December 31,
Audited Consolidated Cash Flow Data:	2024			2023
Cash flows from operating activities:	$	73,710		$	12,821,215
Cash flows from investing activities:	$	(81,073	)	$	(72,638	)
Cash flows from financing activities:	$	(4,401,726	)	$	(8,504,692	)
Net (decrease) increase in cash and cash equivalents	$	(4,409,089	)	$	4,243,885
Cash and cash equivalents, end of year	$	153,203		$	4,562,292

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. The risks described below and in the sections referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our shares of common stock if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We compete with numerous automotive parts manufacturers in a highly competitive market. Competition can affect customer preferences, reduce demand for the products we resell, negatively affect our product sales mix, leverage greater financial resources, or cause us to lower prices, any or all of which could adversely affect our financial condition, liquidity or results of operation.

Our markets are highly competitive. We compete for sales of automotive parts with many manufacturers and large-sized wholesale distributors of automotive parts as well as with manufacturers who also produce other types of automotive parts products. Many of the automotive parts companies have established relationships with competitive remarketing companies. Certain of our competitors may currently or in the future have greater financial resources than we do. Due to the limited number of automotive parts sellers, particularly in the U.S., the absence of long-term contractual commitments between us and our sellers and the increasingly competitive market environment, there can be no assurance that our competitors will not gain market share at our expense.

Furthermore, some of our competitors have greater financial resources than we do. Competition can reduce demand for the products we resell, negatively affect our product sales mix or cause us to lower prices. Our customers consider our products’ performance, quality and styling, as well as customer service and price when deciding whether to purchase our products. Shifting consumer preference in our highly competitive markets whether for performance, product content, styling preferences, or our inability to develop and offer new competitive performance features, could have an adverse effect on our sales.

We may also encounter significant competition for local, regional, and national supply agreements with automotive parts sellers. There can be no assurance that the existence of other local, regional, or national contracts entered into by our competitors will not have a material adverse effect on our business or our expansion plans.

In addition, excess industry capacity for certain products in several geographic markets could lead to industry consolidation and/or increased price competition. We are also subject to potential increased price competition from overseas competitors, which may have lower cost structures. Our failure to compete effectively through the management of our product portfolio, by meeting consumer preferences and gaining market leadership could have a material adverse effect on our financial condition, liquidity or results of operations.

We depend on a limited number of major automotive parts distributors for a substantial portion of our revenues. The loss of one or more of these major distributors could adversely affect our consolidated results of operations and financial position, and an inability to increase our sources of automotive parts supply could adversely affect our growth rates.

Two wholesale distributors accounted for more than 10% of our consolidated revenues for the fiscal years ended December 31, 2024 and 2023, respectively, and have historically accounted for a substantial portion of our revenues. Automotive parts distributors have terminated agreements with us in the past and there can be no assurance that our existing agreements will not be canceled. Furthermore, there can be no assurance that we will be able to enter into future agreements with automotive parts distributors or that we will be able to retain our existing supply of automotive parts. A reduction in automotive parts from a significant automotive parts seller or any material changes in the terms of an arrangement with a significant automotive parts seller could have a material adverse effect on our consolidated results of operations and financial position. In addition, a failure to increase our sources of automotive parts supply could adversely affect our earnings and revenue growth rates.

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If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives.

Our future success depends in large part upon the leadership and performance of our executive management team, all of whom are employed on an at-will basis and none of whom are subject to any agreements not to compete. If we lose the service of one or more of our senior executives or key employees, or if one or more of the senior executives or key employees decide to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives.

More generally, our future success also depends on our ability to attract and retain a talented workforce. The labor market is highly competitive, and our business could be adversely affected if we are unable to attract and retain talented personnel in our organization at appropriate staffing levels.

Additionally, while we have maintained positive relationships with our staff, labor-related risks, including challenges in recruitment or employee turnover, may impact our operations. The automotive aftermarket industry is highly competitive in talent acquisition, and any difficulty in hiring skilled workers or maintaining adequate staffing levels could disrupt production and service capacity. A shortage of qualified employees or labor disruptions may negatively affect operational efficiency, customer service, and, ultimately, financial performance.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. New products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of automotive parts or away from these types of products altogether. While we strive to remain responsive to market trends, our research and development capabilities and resources may be more limited compared to larger competitors in the industry. As a result, we may be slower to identify emerging trends, develop new products, or adapt to shifting consumer demands, placing us at a competitive disadvantage. Since our future success depends in part on our ability to anticipate and respond to these changes, failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales, excess inventory levels, and diminished market share, which could have a material adverse effect on our financial condition.

We have significant levels of sales in certain channels of distribution and reduction in sales through these channels could adversely affect our business.

A significant amount of our sales is generated through a few key customers, including large-sized wholesale distributors. We consider major customers to be those that accounted for more than 10% of sales revenues. For the fiscal year ended December 31, 2024, two major customers accounted for a total of 52% of our total revenues. For the fiscal year ended December 31, 2023, two major customers accounted for a total of 58% of our total revenues. A change in strategy by these customers to emphasize products at a lower price point than we currently offer will limit future sales opportunities with these customers. The reductions of sales through this channel could adversely affect our business if we are not able to replace the volume through other sales outlets and product offerings.

Our business relies on third-party suppliers for key materials and components, with no long-term contracts in place, making us vulnerable to supply disruptions, price fluctuations, and quality issues. Any delays, price increases, or failures to meet quality standards could negatively impact our ability to deliver products on time and maintain customer satisfaction. These supply chain risks could adversely affect our financial condition, liquidity, and overall results of operations.

Our operations are highly dependent on the efficiency, reliability, and consistency of our supply chain. We do not maintain long-term contracts with our suppliers but instead foster relationships based on quality, service, competitive pricing, and timely delivery. This approach can make us vulnerable to various supply chain risks, including disruptions in the availability of products, fluctuations in supplier pricing, and any failure by suppliers to meet our quality standards or delivery timelines.

Our reliance on third-party suppliers for key components, combined with the lack of long-term contracts, exposes us to risks associated with market volatility, shifts in supply chain dynamics, or unforeseen events such as natural disasters, geopolitical tensions, or pandemics, which may disrupt production schedules and cause delays. Any disruptions, whether

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local or global, could lead to shortages of essential materials or components, which may hinder our ability to manufacture and deliver products on time. These delays in supply chain management could result in stockouts, missed sales opportunities, and diminished customer satisfaction, potentially leading to a loss of business or long-term customer relationships.

Furthermore, the quality of products delivered by our suppliers is crucial to maintaining the standards we promise to our customers. If our suppliers fail to meet agreed-upon quality benchmarks or deliver defective goods, it could result in product recalls, customer complaints, or reputational damage. We have established a rigorous process for evaluating and selecting suppliers, but we may still be exposed to risks arising from unforeseen defects or quality issues that are only identified after production begins. Such quality failures could not only harm our brand but also incur additional costs for remediation, replacements, or customer compensation.

To mitigate these risks, we are continually evaluating and working closely with our suppliers to ensure that they meet our standards. However, despite these efforts, supply chain disruptions remain a significant risk. A material disruption in the supply of raw materials or finished goods, an unexpected price increase, or a failure to maintain product quality could negatively impact our ability to fulfill customer orders, which in turn could harm our financial condition, liquidity, or results of operations.

Demand for our products can be influenced by general economic conditions, and downturns in consumer spending or automotive aftermarket activity could adversely affect our financial condition, liquidity or results of operations.

Our business is sensitive to changes in overall economic conditions, particularly consumer spending patterns and trends in the automotive aftermarket industry. Demand for aftermarket automotive lighting products is influenced by factors such as disposable income levels, interest rates, fuel prices, vehicle sales, and consumer confidence — many of which are beyond our control. During periods of economic downturn or uncertainty, consumers may reduce discretionary spending on vehicle upgrades and modifications, leading to lower demand for our products. Additionally, fluctuations in the supply chain, raw material costs, or labor shortages could further impact our ability to compete effectively. A prolonged decline in consumer spending or reduced activity in the automotive aftermarket industry could have a material adverse effect on our financial condition, liquidity or results of operations.

Our business is exposed to risks associated with online commerce security and credit card fraud.

Consumer concerns over the security of transactions conducted on the internet or the privacy of users may inhibit the growth of the internet and online commerce. To securely transmit confidential information such as customer credit card numbers, we rely on encryption and authentication technology. Unanticipated events or developments could result in a compromise or breach of the systems we use to protect customer transaction data. Furthermore, our servers may also be vulnerable to viruses transmitted via the internet and other points of access. While we proactively check for intrusions into our infrastructure, a new or undetected virus could cause a service disruption.

We maintain an information security program and our processing systems incorporate multiple levels of protection in order to address or otherwise mitigate these risks. Despite these mitigation efforts, there can be no assurance that we will be immune to these risks and not suffer losses in the future. Under current credit card practices, we may be held liable for fraudulent credit card transactions and other payment disputes with customers. As such, we have implemented certain anti-fraud measures, including credit card verification procedures. However, a failure to adequately prevent fraudulent credit card transactions could adversely affect our consolidated financial position and results of operations.

Our security measures may also be breached due to employee error, malfeasance, insufficiency, or defective design. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to our data or our users’ or customers’ data. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could have an adverse effect on our consolidated financial position and results of operations.

We may be exposed to litigation, claims and other legal proceedings in the ordinary course of business relating to our products or business, which could have a material adverse effect on our business, results of operations and financial condition.

In the ordinary course of business, we may be subject to a variety of work-related and product-related claims, lawsuits and legal proceedings, including those relating to product liability, warranty disputes, product recalls, compliance with import regulations, employment matters, government enforcement actions, and other matters that are inherently

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subject to many uncertainties regarding the possibility of a loss to our business. As an importer and distributor of aftermarket automotive lighting products, we must ensure that our products comply with U.S. Department of Transportation, National Highway Traffic Safety Administration (NHTSA) and state-specific regulations. Any alleged non-compliance with these laws could result in regulatory penalties, recalls, import restrictions, or consumer lawsuits.

Additionally, employment-related claims and other regulatory compliance issues could present legal and financial risks. For example, in 2013, we were served with a penalty notice by the U.S. Department of Homeland Security and U.S. Immigration and Customs Enforcement for violations of employment eligibility verification requirements, which we later settled. In 2016, we were the subject of a charge of discrimination filed with the U.S. Equal Employment Opportunity Commission (EEOC), which was later dismissed.

Although we have product liability and business insurance, our policies may not provide coverage for all claims against us or be sufficient to satisfy judgments or settlements. Additionally, adverse publicity from legal claims, even if unfounded, could damage our reputation, adversely affect our brand perception and sales. Defending against these claims, whether successful or not, could divert management’s attention and lead to significant legal expenses, potentially having a material adverse effect on our business, financial condition, and results of operations.

Our business operations could suffer significant losses from natural disasters, catastrophes, fires, or other unexpected events.

Our business relies on several key facilities, including our approximate 140,000 square-foot corporate headquarters in the City of Industry, California, an approximately 200,000 square-foot warehouse in Summerville, South Carolina, and a 90,000 square-foot facility in Dallas, Texas. These locations allow us to efficiently serve our customers across the United States and ensure fast and reliable service while maintaining high standards of quality control. Additionally, we sublease portions of these facilities to distributors for product distribution, generating certain income from the rental or fee sharing agreements.

However, these facilities are subject to significant risks from natural disasters, such as earthquakes, floods, hurricanes, or tornadoes, as well as fires, adverse weather conditions, and other unforeseen events. Any of these events could disrupt our ability to operate efficiently and could result in material damage to our facilities, as well as to the goods of our suppliers and customers. These risks could also impact the subleased space, leading to potential disruptions for our partners and affecting our rental income.

In the event of such a catastrophe, we could suffer uninsured losses, including damage to our reputation, operational capacity, and inventory. We may also face additional liabilities related to business interruption and disruption of the supply chain, particularly if a supplier or customer’s operations are affected. These disruptions could result in delays or interruptions in the production and delivery of our products, which would have a material adverse effect on our business, financial condition, and results of operations.

Moreover, unforeseen events at our facilities could also impair our ability to fulfill existing contracts, causing reputational harm and loss of customer trust, further compounding the potential financial impacts.

We may need to defend ourselves against trademark infringement, or other intellectual property claims, which may be time-consuming and cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our automotive products or components, which could make it more difficult for us to operate our business. We may receive inquiries from patent or trademark owners inquiring whether we infringe on their proprietary rights. Companies owning patents or other intellectual property rights relating to automotive products may allege infringement of such rights. In response to a determination that we have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

• cease development, sales, or use of automotive parts that incorporate the asserted intellectual property;

• pay substantial damages;

• obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all;

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A successful claim of infringement against us could materially adversely affect our business, prospects, operating results and financial condition. Any litigation or claims, whether valid or invalid, could result in substantial costs and diversion of resources.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and damage to our business relationships, all of which could negatively impact our business and results of operations.

Cyber incidents may result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation and damage to our tenants. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. Any processes, procedures and internal controls that we implement, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that our financial results, operations, business relationships, confidential information or price of the common stock will not be negatively impacted by such an incident.

Insider or employee cyber and security threats are increasingly a concern for all companies, including us. In addition, social engineering and phishing are a particular concern for companies with employees. We are continuously working to deploy information technology systems and to provide employee awareness training around phishing, malware and other cyber risks to ensure that we are protected against cyber risks and security breaches. Such technology and training, however, may not be sufficient to protect us and our tenants from all risks.

We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

We may not be able to successfully implement our growth strategies and expansion plans.

As part of our growth strategy, we plan to upgrade our headquarters in California, expand operations to the Northeast, diversify our product offerings beyond automotive lighting, and enhance customer engagement. While we believe these initiatives will strengthen our market position and improve operational efficiency, there is no assurance that we will be able to execute these plans successfully or achieve the intended benefits.

Our planned expansion into a larger facility in California and the establishment of a new Northeast distribution center require substantial financial and operational resources. Challenges such as delays in securing suitable locations, higher-than-expected construction or leasing costs, supply chain disruptions, or unexpected regulatory hurdles could impact our ability to execute these initiatives as planned. Additionally, our ability to optimize logistics and reduce shipping times depends on factors beyond our control, including transportation costs, labor availability, and macroeconomic conditions.

Furthermore, our efforts to diversify product offerings beyond automotive lighting involve risks related to market acceptance, competition, and supply chain management. There is no guarantee that our new product lines will gain traction with customers or generate sufficient revenue to justify our investment. Misjudging consumer demand, encountering unexpected quality control issues, or facing strong competition from established brands in these new product categories could adversely affect our financial performance.

Expanding customer engagement through trade shows, direct outreach, and personalized interactions is a key part of our growth strategy, but the effectiveness of these efforts depends on market conditions and customer preferences. If we fail to generate sufficient interest or do not effectively differentiate our products and services from competitors, our efforts may not yield the expected increase in sales or brand loyalty.

Additionally, implementing our growth strategy requires substantial capital investment. There is no assurance that we will be able to secure financing on favorable terms, if at all. If the costs of expansion exceed our projections or our initiatives do not generate the anticipated return on investment, our financial condition, liquidity, and results of operations could be materially and adversely affected.

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As we continue to expand our operations, our failure to manage growth could harm our business and adversely affect our consolidated results of operations and financial position.

Our ability to manage growth depends not only on our ability to successfully integrate new facilities, but also on our ability to:

• hire, train and manage additional qualified personnel;

• establish new relationships or expand existing relationships with automotive parts sellers;

• identify and acquire or lease suitable premises on competitive terms;

• secure adequate capital;

• identify productive uses for available capital reserves; and

• maintain the supply of automotive parts from automotive parts sellers.

Our inability to control or manage these growth factors effectively could have a material adverse effect on our consolidated results of operations and financial position.

Risks Related to Our Common Stock and this Offering

The offering price for our common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The offering price for our common stock will be determined by negotiations between us and the underwriters and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our common stock will not decline significantly below the offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our common stock may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

Our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price, our company’s financial performance, public image, and negatively affect the long-term liquidity of our common stock, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our common stock and understand the value thereof.

You will experience immediate and substantial dilution in the net tangible book value of our common stock purchased.

The offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Consequently, when you purchase our common stock in the offering and upon completion of the offering, you will incur immediate dilution of US$2.95 per share, based on an assumed offering price of US$4.00 per

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share, assuming the underwriters do not exercise the over-allotment option. In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon the exercise of outstanding warrants or options we may grant from time to time.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our shares of common stock, the price of our common stock and trading volume could decline.

The trading market for our common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline.

The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

The offering price for our common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our common stock following our offering. If you purchase our common stock in this offering, you may not be able to resell those shares at or above the offering price. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

• actual or anticipated fluctuations in our revenue and other operating results;

• the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

• actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

• announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

• lawsuits threatened or filed against us; and

• other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our shares of common stock.

We anticipate that we will use the net proceeds from this offering to improving our infrastructure, facilities and logistics network as well as research and development. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our shares of common stock.

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Our corporate actions will be substantially controlled by our Founders, who will have the ability to control or exert significant influence over important corporate matters that require the approval of stockholders, which may deprive you of an opportunity to receive a premium for your shares of common stock and materially reduce the value of your investment. Additionally, we are, and following this offering will continue to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders.

As of the date of this prospectus, 100% of the issued and outstanding shares of common stock and shares of Series A Preferred Stock are owned by our Founders. Upon the completion of this Offering, our Founders will collectively own 84.98% of our total issued and outstanding shares of common stock and 100% of our total issued and outstanding Series A Preferred Stock, representing 98.19% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or 83.11% of our total issued and outstanding shares of common stock, representing 97.92% of the total voting power, assuming that the over-allotment option is exercised in full. Accordingly, our Founders will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, election of directors and other significant corporate actions.

To retain control over such matters, the Founders must maintain beneficial ownership of shares representing at least 50% of the total voting power of our outstanding share capital. Any reduction of their ownership below this threshold may cause us to cease qualifying as a “controlled company” under Nasdaq listing rules and could diminish their ability to determine the outcome of stockholder votes. Additionally, any future issuances of Series A Preferred Stock, which carries enhanced voting rights, could further dilute the voting power and economic interest of holders of our common stock.

The interests of our Founders may differ from the interests of our other stockholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our other stockholders, including those who purchase common stock in this Offering. Without the consent of our Founders, we may be prevented from entering into transactions that could be beneficial to us or our other stockholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal stockholders and their affiliated entities, see “Principal Stockholders.”

Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

• the requirement that our director nominees must be selected or recommended solely by independent directors; and

• the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We are, and following the completion of this offering, will continue to be, a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, 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. Accordingly, if we relied on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We cannot predict the impact our multi-class structure may have on the stock price of our common stock.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our common stock or in adverse publicity or other adverse consequences. For example, certain index providers have policies that restrict or prohibit the inclusion of companies with multiple-class share structures in certain of their indices, including the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations

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on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices. However, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our multi-class capital structure will make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies may depress the valuations of publicly traded companies that are excluded from the indices compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make shares of our common stock less attractive to other investors. As a result, the market price of shares of our common stock could be adversely affected.

Risks Related to Nevada Corporate Laws

Nevada law and our charter documents provide our directors and officers with broad protection from liability, which could reduce stockholder rights.

We are incorporated under the laws of the State of Nevada. Nevada law provides directors and officers with broader discretion in the discharge of their duties, and greater protection from liability, than directors and officers of corporations incorporated in many other states. Except in cases of intentional misconduct, fraud, or a knowing violation of law, Nevada law generally provides that directors and officers are not personally liable to the corporation or its stockholders. As a result, stockholders may have more limited rights to challenge actions of our directors and officers, even when they believe those actions are not in their best interests. This limitation on liability could reduce the likelihood of derivative litigation against our directors and officers and may discourage or prevent stockholders from bringing a lawsuit, even in instances where they believe that directors or officers have acted improperly.

We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.

Our bylaws require us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. We are also required to advance the costs of certain legal defenses upon the indemnitee undertaking to repay such expenses to the extent it is determined that such person was not entitled to indemnification of such expenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable.

Provisions in our bylaws and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of in our bylaws and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our company or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. These provisions include:

• the ability of stockholders to call special meetings only upon request of stockholders holding a majority of the shares entitled to vote at the meeting;

• vacancies on our Board, including newly created directorships, may be filed by a majority vote of directors then in office;

• our Board has the sole power to amend, modify, or repeal the bylaws; and

• the “business combinations” and “control share acquisitions” provisions of Nevada law (discussed below), to the extent applicable, could discourage attempts to acquire our stockholders stock even on terms above the prevailing market price.

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The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

Nevada’s anti-takeover statutes could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders.

As a Nevada corporation, we are subject to provisions of the Nevada Revised Statutes (“NRS”) that may have the effect of discouraging, delaying, or preventing a change of control that stockholders may consider favorable. In particular, Nevada’s “business combination” statute (NRS 78.411–78.444) restricts certain transactions between a Nevada corporation and an “interested stockholder” (generally a person who owns 10% or more of the corporation’s voting shares) for up to two years after the person becomes an interested stockholder, and may restrict transactions after such two year period unless certain conditions are met. Nevada’s “control share” statute (NRS 78.378–78.3793) also limits the voting rights of a person acquiring a “controlling interest” (generally 20% or more of a corporation’s voting shares), unless approved by the disinterested stockholders. These statutes, and similar provisions in our articles of incorporation and bylaws, may make it more difficult for a third party to acquire control of us without the approval of our board of directors and may discourage potential takeover attempts that stockholders might consider in their best interests.

Risks Related to Regulatory Compliance and Legal Matters

Regulation of the automotive parts sales industry may impair our operations, increase our costs of doing business, and create potential liability.

Participants in the automotive parts sales industry are subject to and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances. These include, without limitation, land use ordinances, business and occupational licensure requirements and procedures, sales, and registration rules and procedures, and laws and regulations relating to the environment, anti-money laundering, anti-corruption, exporting, and reporting and notification requirements to agencies and law enforcement relating to automotives. Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities. At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our business facilities. We may be subject to similar types of regulations by governmental agencies in new markets. In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of opening new facilities, may limit our base of automotive parts buyers, may decrease demand for our automotive parts, and may adversely impact our ability to conduct business. the U.S. Department of Justice, Consumer Protection Branch is conducting an ongoing investigation into potential violations by the Company of certain money laundering laws related to its practices and procedures for preventing and detecting money-laundering activity by its auction platform members. The Company is cooperating with the DOJ’s investigation. The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ’s investigation. Any such inquiries or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our business, financial condition or results of operation. These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward.

Escalating U.S.-China trade tensions and newly imposed tariffs may adversely impact our business, financial condition, and results of operations.

On August 14, 2017, the President of the United States issued a memorandum instructing the United States Trade Representative (“USTR”) to determine whether to investigate under section 301 of the United States Trade Act of 1974 (Trade Act) the laws, policies, practices, or actions of the Chinese government that may be unreasonable or discriminatory and that may be harming United States intellectual property rights, innovation, or technology development. Based on information gathered in that investigation, the USTR published a report on March 22, 2018, on the Chinese government’s acts, policies, and practices supporting findings that are unreasonable or discriminatory and burden or restrict United States commerce. On March 8, 2018, the President exercised his authority to issue

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significant tariffs on imports of steel and aluminum from several countries, including China. Subsequently, the USTR announced an initial proposed list of 1,300 goods imported from China that could be subject to additional tariffs and initiated a dispute with the World Trade Organization against China for alleged unfair trade practices. The President has indicated that his two primary concerns to be addressed by China are (i) a mandatory $100 billion reduction in the China/United States trade deficit and (ii) limiting the planned $300 billion Chinese government support for advanced technology industries, including artificial intelligence, semiconductors, electric cars, and commercial aircraft. On July 6, 2018, the United States initially imposed 25% tariffs on $34 billion worth of Chinese goods, including agriculture and industrial machinery, which prompted the Chinese government to initially impose tariffs on $34 billion worth of goods from the United States, including beef, poultry, tobacco, and cars. Since July 2018, the United States imposed tariffs on $250 billion worth of Chinese products and has threatened tariffs on $325 billion more. In response, China imposed tariffs on $110 billion worth of US goods and threatened qualitative measures that would affect US businesses operating in China. In May 2019, the United States raised the tariffs on $100 billion of Chinese products to 25% from 10%. Tariffs were expected to increase further to 30% on October 15, 2019. However, the increase was suspended pending negotiation of a “phase one” trade agreement with China. On August 1, 2019, President Trump announced a new 10% ad valorem duty on additional goods imported from China, which amount was then increased to 15% on August 23, 2019. The new tariff at the rate of 15% became effective on September 1, 2019 with respect to certain categories of goods and was expected to become effective for additional categories of goods on December 15, 2019. On December 13, 2019 the US and China signed a “phase one” trade agreement, which avoided the imposition of additional tariffs. However, there can be no assurances that the US or China will not increase tariffs or impose additional tariffs in the future.

Recently, there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties among countries. Our business is subject to risks associated with international trade policies, particularly those between the United States and China. Tensions between the two countries have led to trade restrictions, sanctions, and tariffs that could materially affect our supply chain, costs, and market access.

In March 2025, U.S. President Donald J. Trump announced that the United States would impose an additional 20% tariff on Chinese imports starting March 4. The following month, the administration introduced a second wave of tariffs targeting an expanded list of Chinese goods, further escalating trade tensions, so far as to announcing a 125% tariff on all Chinese imports, which took effect on April 9, 2025. This move tripled tariffs on low-value goods previously exempt under the “de minimis” rule, likely raising prices for American consumers.

Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China and other countries from which we import goods.

These broad trade measures significantly escalate tensions in global trade and supply chains, raising concerns about higher costs for businesses and consumers and potential retaliatory actions from affected countries. Since the majority of our suppliers or manufacturers are located in China, these tariffs could increase our costs of materials and components, disrupt our supply chain, and reduce demand from U.S. customers, negatively impacting our business, financial condition, and results of operations.

As a U.S.-based aftermarket automotive products provider, we supply a wide range of automotive parts. If the products we resell become subject to higher U.S. tariffs, this could:

• Increase our costs of exporting to the U.S. market;

• Reduce demand from U.S. customers due to higher prices;

• Force us to absorb additional costs, negatively impacting our profit margins; and

• Disrupt our supply chain.

Moreover, the U.S. and other countries have imposed or proposed additional restrictions on technology exports and investments related to battery technology, energy storage, and electric vehicles. Further regulatory actions, trade barriers, or sanctions could limit our access to key markets, technologies, or raw materials, further affecting our growth and financial performance.

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We continue to monitor evolving trade policies and explore alternative strategies, such as diversifying our customer base and adjusting our supply chain to mitigate potential risks. However, given the uncertainty of future trade relations, we cannot assure that further geopolitical developments, tariffs, or regulatory changes will not adversely affect our business, financial condition, or results of operations.

Changes in federal, state and local, or foreign tax laws, changing interpretations of existing tax laws, or adverse determinations by tax authorities could increase our tax burden or otherwise adversely affect our results of operations, and financial condition.

We are subject to taxation at the federal, state, provincial, and local levels in the U.S., and various other countries and jurisdictions in which we operate, including income taxes, sales taxes, value-added (“VAT”) taxes, and similar taxes and assessments. The laws and regulations related to tax matters are extremely complex and subject to varying interpretations. Although we believe our tax positions are reasonable, we are subject to audit by the Internal Revenue Service, in the United States, state tax authorities in the states in which we operate, and other similar tax authorities in international jurisdictions. We have been subject to audits and challenges from applicable federal, state, or foreign tax authorities in the past, and may be subject to similar audits and challenges in the future. While we believe we comply with all applicable tax laws, rules, and regulations in the relevant jurisdictions, tax authorities may elect to audit us and determine that we owe additional taxes, which could result in a significant increase in our liabilities for taxes, interest, and penalties in excess of our accrued liabilities.

New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the United States, which may impact our effective tax rate, and which could adversely affect our tax positions or tax liabilities. Our future effective tax rate could be adversely affected by, among other things, changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in interpretations of existing tax laws, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, U.S. federal, state and local, and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law and which could adversely affect our financial condition or results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

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ENFORCEABILITY OF CIVIL LIABILITIES

All of our directors and executive officers are residents of the United States. All of our operations, assets, and the majority of our business activities are conducted in the United States. We believe that the U.S. courts would have jurisdiction over us and our U.S.-based operations, and that judgments of U.S. courts could be enforced against us in the U.S.

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USE OF PROCEEDS

After deducting the estimated underwriting discount, non-accountable expense allowance and offering expenses payable by us, we expect to receive net proceeds of approximately US$7,593,897 from this offering, assuming an initial public offering price of US$4.00 per share of common stock (the low point of the range set forth on the cover page of this prospectus) and assuming no exercise of the over-allotment option.

We plan to use the net proceeds of this offering to expand our operations in the United States and to grow our business as follows:

Description of Use	Estimated Amount of Net Proceeds in US$		Percentage of Net Proceeds
Logistics Network Expansion and Automation	US$	1,518,779	20	%
Research and Development (“R&D”)	US$	2,278,170	30	%
Market Expansion and Brand Growth	US$	1,518,779	20	%
Acquisitions and Strategic Investments	US$	1,518,779	20	%
Upgrades to facilities and operations	US$	759,390	10	%
Total	US$	7,593,897	100	%

Logistics Network Expansion and Automation

A significant portion of the proceeds will be used to develop infrastructure, facilities, and advanced technology that optimize the company’s logistics network. Additional distribution centers in strategic locations will be established to meet a two-day delivery target, aiming to reduce both transit times and potential handling issues. Implementing modern warehouse automation solutions is also planned, with the goal of improving efficiency and supporting scalable growth.

Research and Development

Innovation remains central to SLI’s progress. The company will allocate resources to expand its R&D team, focusing on product design, functionality, and advancements in technology. By investing in R&D, SLI intends to offer next-generation lighting solutions that address evolving consumer needs and reinforce its competitive standing.

Market Expansion and Brand Growth

A portion of the proceeds will support the expansion of marketing initiatives across various channels. This includes exploring underutilized advertising platforms and applying targeted digital marketing strategies to reach a broader audience. Such efforts are expected to improve customer acquisition rates, support revenue growth, and maintain a solid competitive position.

Acquisitions and Strategic Investments

The Company will consider strategic acquisitions and partnerships to broaden its market presence and increase product visibility. Potential acquisitions within social media and e-commerce ecosystems will be explored, focusing on entities that align with the company’s brand and can effectively connect products with the right audiences. These moves are intended to strengthen SLI’s digital reach and better position the company to leverage emerging consumer trends.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

As of the date of this prospectus, the Company has not identified any potential acquisition targets.

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DIVIDEND POLICY

We plan to retain any earnings for the foreseeable future for our operations. We have paid dividends in the amount of $1,238,287 and $7,209,450 for the fiscal years ended December 31, 2024 and 2023 respectively. We do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements and such other factors as our board of directors deems relevant.

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CAPITALIZATION

The following tables set forth our capitalization as of June 30, 2025:

• on an actual basis;

• on a pro forma as adjusted basis, giving effect to the completion of this offering of 2,475,000 shares of common stock (assuming the underwriters do not exercise the over-allotment option) at an assumed public offering price of US$4.00 per share of common stock, which is the low point of the price range indicated on the cover page of this prospectus, and to reflect the application of the proceeds after deducting the underwriting discount, non-accountable expense allowance and other estimated expenses.

You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Use of Proceeds.”

	As of June 30, 2025 (US$)
	Actual (Unaudited)		Pro forma as adjusted
Current assets:
Cash and cash equivalents	435,585		8,585,069

Shareholders’ equity
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 6,000,000 shares issued and outstanding on an actual basis and a pro forma as adjusted basis*	600		600
Common stock, $0.0001 par value, 80,000,000 shares authorized, 14,000,000 shares issued and outstanding on an actual basis, 16,475,000 shares issued and outstanding on a pro forma as adjusted basis*	1,400		1,648
Subscription receivables	(2,000	)	(2,000	)
Additional paid-in capital	759,500		8,353,149
Retained earnings	8,874,066		8,874,066
Total Stockholders’ Equity	9,633,566		17,227,463

Total Capitalization	9,633,566		17,227,463

____________

* Retrospectively restated for effect of share subdivision

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the offering price per share of common stock and the pro forma net tangible book value per share of common stock after the offering. Dilution results from the fact that the offering price per share of common stock is substantially in excess of the net tangible book value per share of common stock attributable to the existing stockholders for our presently outstanding shares of common stock. As of June 30, 2025, we had a net tangible book value attributable to stockholders of US$9,077,978 or approximately US$0.65 per share of common stock. Net tangible book value per share of common stock as of June 30, 2025 represents the amount of total assets less deferred initial public offering costs and total liabilities, divided by the number of shares of common stock outstanding.

Upon closing of this offering, we will have 16,475,000 shares of common stock outstanding, assuming the underwriters do not exercise the over-allotment option. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares of common stock in the offering (assuming the underwriters do not exercise the over-allotment option) but does not take into consideration any other changes in our net tangible book value after June 30, 2025, will be approximately US$17,227,463 or approximately US$1.05 per share of common stock. This would result in dilution to investors in this offering of approximately US$2.95 per share of common stock or approximately 73.9% from the assumed offering price of US$4.00 per share of common stock. Net tangible book value per share of common stock would increase to the benefit of present stockholders by US$0.40 per share of common stock attributable to the purchase of the shares of common stock by investors in this offering.

The following table sets forth the estimated net tangible book value per share of common stock after the offering and the dilution to persons purchasing shares of common stock.

	Firm Commitment Offering (US$)
Assumed offering price per share of common stock	$	4.00
Net tangible book value per share of common stock as of June 30, 2025	$	0.65
Increase in net tangible book value per share of common stock after this offering	$	0.40
Net tangible book value per share of common stock after the offering	$	1.05
Dilution per share of common stock to new investors	$	2.95

A US$1.00 increase (decrease) in the assumed initial public offering price of US$4.00 per share of common stock, which is the low point of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value per share of common stock by US$0.14, and increase (decrease) dilution to new investors by US$0.86 per share of common stock, in each case assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional common stock in this offering, the as adjusted net tangible book value after the offering would be US$1.10 per share of common stock, the increase in net tangible book value to existing stockholders would be US$0.45 per share of common stock, and the dilution to new investors would be US$2.90 per share of common stock, in each case assuming an initial public offering price of US$4.00 per share of common stock, which is the low point of the price range set forth on the cover page of this prospectus.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2025, the differences between the existing stockholders and the new investors with respect to the number of shares of common stock purchased from us in this offering, the total consideration paid and the average price per share paid at the assumed initial public offering

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price of US$4.00 per share of common stock, the low point of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts, non-accountable expense allowance and estimated offering expenses. The total number of shares of common stock does not include shares of common stock issuable upon the exercise of the over-allotment option granted to the underwriters.

	Shares of Common Stock Purchased			Total Consideration			Average Price Per Share of Common Stock
	Number	Percent		Amount	Percent		Average Price Per Share of Common Stock
				US$			US$
Existing stockholders	14,000,000	85	%	760,900	7	%	0.05
New investors	2,475,000	15	%	9,900,000	93	%	4.00
Total	16,475,000	100	%	10,660,900	100	%	0.65

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our common stock and other terms of this offering determined at the pricing.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a company based in Naveda, United States, primarily engaged in wholesale distributing of aftermarket lighting products. We purchase motor vehicle lighting components from vendors based in the United States and Hong Kong, whilst the underlying products are largely sourced from manufacturers located in Taiwan and China. These products are then sold to our customers in the United States. Our operations are conducted through our wholly-owned operating subsidiary, Sonic OpCo. We sell our products through two different channels: Online and Wholesale. We also act as a sales agent for other automotive-parts manufacturers.

The following discussion and analysis of our financial condition and operating results are based on the financial data extracted from our audited consolidated financial statements for the years ended December 31, 2024 and 2023, as included in this prospectus.

Our revenues were $36,115,703 and $42,792,023 for the six months ended June 30, 2025 and 2024, respectively, and $81,368,078 and $96,350,120 for the years ended December 31, 2024 and 2023, respectively. We recorded net income $1,482,515, $1,839,987, $2,254,993 and $1,857,869 for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively. We plan to continue growing our business through our operating subsidiary by strengthening and expanding our market share in existing regions, while also pursuing growth opportunities in new geographic markets. Additionally, we aim to improve our profit margins through competitive sourcing strategies and further diversification of our supplier network.

Factors Affecting Our Results of Operations

Our business and operating results are influenced by general factors that affect the industry we are in, including economic and political conditions, the evolving needs of investors, changes in demand for our services and changes in financial conditions and appetite of our current and potential customers. In addition, the following company-specific factors can affect our results of operations materially:

Customer base and customer mix

Our business growth is heavily reliant on our ability to maintain strong relationships with existing customers while attracting new ones. Our current customer base primarily consists of distributors and retail sellers in the motor vehicle lighting components industry and also end customers, with all our products delivered locally in the United States. The motor vehicle lighting components trading market is highly competitive, with numerous players vying for market share. We face competition from other motor vehicle lighting components traders, both locally and internationally. Our ability to differentiate ourselves through dedicated customer service, exclusive product offerings, and competitive pricing is essential to maintaining and growing our market position.

Supplier relations and cost of goods sold

The cost of purchasing motor vehicle lighting components from suppliers represents a significant component of our overall cost structure. This expense is critical because it directly influences our cost of goods sold, which in turn affects our gross profit margins. To manage this effectively, we depend on maintaining strong and positive relationships with our suppliers. These relationships enable us to negotiate favorable terms, such as better pricing, extended payment terms, and exclusive access to high-quality products, ensuring a steady supply of the motor vehicle lighting components that our customers demand. Any disruption in these relationships or unfavorable changes in supplier terms could adversely affect our cost of goods sold and, consequently, our gross profit margins.

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Maintenance of key personnel

Our success is heavily reliant on the skills, experience, and efforts of our key personnel. The expertise and dedication of our team members are fundamental to driving our business forward, ensuring operational efficiency, and maintaining the high standards our customers expect. The ability to recruit top talent ensures that we can continuously innovate and adapt to changing market conditions. Furthermore, retaining these individuals is essential for maintaining continuity, preserving institutional knowledge, and fostering a stable work environment. This focus on human capital not only supports the execution of our business strategy but also underpins our long-term success and sustainability in the competitive motor vehicle lighting components market. Attracting and retaining skilled personnel will be critical to executing our business strategy effectively.

Strong market competition

We are currently facing intense market competition. Some of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion and support of their customer acquisition and retention channels. In light of the low barriers to entry in the industry, we expect more players to enter this market and increase the level of competition. Our ability to differentiate our services from other competitors will have significant impact on our business growth in the future.

Escalating trade tensions and impacts of tariff policy volatility

Recent global trade developments have introduced considerable uncertainty into international commerce. In early 2025, the imposition of significant new tariffs on a broad range of imported goods has disrupted established trade flows, raising concerns about supply chain stability, procurement strategies, and input costs across multiple industries. We purchase motor vehicle lighting components from vendors based in the United States and Hong Kong, and the underlying products are largely sourced from manufacturers located in Taiwan and China. As a result, our operations may be directly impacted by tariffs imposed on imports from these regions. Moreover, tariff-driven cost increases may also affect goods purchased from the vendors based in United States, as upstream suppliers, who face higher input costs due to tariffs on foreign components, may pass those costs on to us. This “knock-on” effect could lead to elevated procurement expenses, ultimately putting pressure on our profit margins. The current trade policy landscape is marked by rapid and unpredictable changes, with shifts in tariffs and trade regulations often occurring with limited notice. This volatility makes it challenging to plan effectively and may result in increased material costs, supply chain delays, and pricing volatility, all of which could adversely impact our financial performance. While we are actively pursuing strategies to mitigate these risks, including diversifying our supplier network and adjusting sourcing practices, there is no assurance that these efforts will fully insulate us from the broader impacts of evolving trade policies. We continue to closely monitor the situation and will adapt our operations as needed to respond to any further developments in the global trade environment.

Key Components of Results of Operations

Revenues

Our revenues consist of agency income, fulfilment service income, online retail sales income and wholesale income. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:

	For the Six Months Ended June 30,
	2025		2024
	US$	% of total revenues	US$	% of total revenues
Revenues:
Wholesale income, net	18,897,001	52.3	25,249,953	59.0
Online retail sales income, net	12,132,027	33.6	10,163,538	23.8
Agency income	4,582,151	12.7	6,657,530	15.6
Fulfilment service income	504,524	1.4	721,002	1.6
Total revenues	36,115,703	100.0	42,792,023	100.0

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	For the Years Ended December 31,
	2024		2023
	US$	% of total revenues	US$	% of total revenues
Revenues:
Wholesale income, net	46,600,990	57.3	59,638,911	61.9
Online retail sales income, net	21,162,631	26.0	21,233,705	22.0
Agency income	12,308,782	15.1	13,304,623	13.8
Fulfilment service income	1,295,675	1.6	2,172,881	2.3
Total revenues	81,368,078	100.0	96,350,120	100.0

Wholesale income, net

The Company enters into distinct agreement with wholesale customers to sell lighting and other automotive parts where the rights of the parties, including payment terms, are identified. Sales prices to wholesale customers are fixed with no sales rebate, discount or other incentive. The Company typically provides one-month sales return policy and a one-year warranty to wholesale customers. The Company estimates return allowances based on historical experience while the warranty covers defects in parts, materials and workmanship.

The Company assesses that delivery of goods to wholesale customers as one single performance obligation. Revenue is recognized at a point in time when goods are collected by third-party carriers where control of goods is transferred to customers under Free on Board, or FoB terms. The Company collects no deposit upfront and typically provide credit terms of 30 days and the accounts receivable will be collected by the Company according to credit period policy applicable to different customers. The Company assesses that there is no significant financing component in these contracts.

The Company purchases inventories from suppliers in batches without goods return clause and credit period from suppliers are typically one month after goods delivery. Accordingly, the Company is subject to inventory risk before control of the goods has been transferred to customers. Besides, the Company has full discretion in establishing selling price. The Company is therefore a principal in these transactions and records revenue at gross amount net of sales taxes and estimated sales returns.

Wholesale income represented 52.3%, 59.0%, 57.3% and 61.9% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

The following table presents key operating data of wholesale income for the periods presented:

	For the Six Months Ended June 30,
	2025		2024
Wholesale income, net	$	18,897,001	$	25,249,953
No. of products sold		194,111		269,128
Weighted average unit price	$	97	$	94

____________

(1) Weighted average unit price are derived from our wholesale income, net based on the number of products sold during the period.

	For the Years Ended December 31,
	2024		2023
Wholesale income, net	$	46,600,990	$	59,638,911
No. of products sold		502,131		658,375
Weighted average unit price	$	93	$	91

____________

(1) Weighted average unit price are derived from our wholesale income, net based on the number of products sold during the year.

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Online retail sales income, net

The Company sells lighting and other automotive parts to retail customers via e-commerce platforms including Amazon and eBay. Customers enter into agreement with the Company online. Sales prices to retail customers are fixed with no sales rebate, discount or other incentive. The Company typically provides one-month sales return policy to retail customers. The Company estimates return allowances based on historical experience.

The Company assesses that delivery of goods to retail customers as one single performance obligation. Revenue is recognized at a point in time when goods are collected by third-party carriers where control of goods is transferred to customers under FoB terms. The Company collects full amount upfront when retail customers place order online. The Company assesses that there is no significant financing component in these contracts.

Online retail sales income represented 33.6%, 23.8%, 26.0% and 22.0% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

The following table presents key operating data of online retail sales income for the periods presented:

	For the Six Months Ended June 30,
	2025		2024
Online retail sales income, net	$	12,132,027	$	10,163,538
No. of products sold		80,933		69,133
Weighted average unit price		150		147

____________

(1) Weighted average unit price are derived from our online retail income, net based on the number of products sold during the period.

	For the Years Ended December 31,
	2024		2023
Online retail sales income, net	$	21,162,631	$	21,233,705
No. of products sold		144,130		113,430
Weighted average unit price		147		187

____________

(1) Weighted average unit price are derived from our online retail income, net based on the number of products sold during the year.

Agency income

The Company enters into agency agreements with another automotive parts companies to sell their products. The Company acts solely as an agent and does not assume primary responsibility for selling the products. Sellers retain control and legal title over consignment inventories, and they have discretion in setting selling price. Accordingly, the Company determines that it acts solely as an agent in these transactions and recognizes agency income on a net basis. These agreements are fixed-price and have no variable consideration. The Company accesses that delivery of goods to end customer is a single performance obligation and recognizes agency income at a point in time upon delivery of goods to end customers. The Company typically collects accounts receivable from agency income monthly. The Company assesses that there is no significant financing component in these contracts. On June 30, 2025, the Company terminated the agency agreements, and no agency income has been generated from July 1, 2025.

Agency income represented 12.7%, 15.6%, 15.1% and 13.8% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

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The following table presents key operating data of agency income for the periods presented:

	For the Six Months Ended June 30,
	2025		2024
Agency income	$	4,582,151	$	6,657,530
No. of products sold		166,239		222,903
Weighted average unit price		28		30

____________

(1) Weighted average unit price are derived from our agency income, net based on the number of products sold during the period.

	For the Years Ended December 31,
	2024		2023
Agency income	$	12,308,782	$	13,304,623
No. of products sold		420,178		516,991
Weighted average unit price		29		26

____________

(1) Weighted average unit price are derived from our agency income, net based on the number of products sold during the year.

Fulfillment service income

The Company provides fulfillment services to other automotive parts companies which includes warehousing, inventory management, picking, packing, and order preparation services. The Company enters into distinct agreement with its customers. These agreements are fixed-price and have no variable consideration. The Company recognizes fulfillment service income at a point in time when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier, where control of goods is transferred to customers. The Company typically collects accounts receivable from fulfillment service income monthly. The Company assesses that there is no significant financing component in these contracts.

Fulfilment service income represented 1.4%, 1.6%, 1.6% and 2.3% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Cost of revenues

Cost of revenues mainly represents costs of lighting and other automotive parts sold to the customers and other incremental costs, such as the associated delivery charges we incurred directly in relation to the sales. Cost of revenues represented 69.0%, 71.4%, 71.8% and 75.7% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

We purchase motor vehicle lighting components from vendors based in the United States and Hong Kong, whilst the underlying products are largely sourced from manufacturers located in Taiwan and China. The following table provides a breakdown of our products by manufacturing locations for the periods presented.

	For the Six Months Ended June 30,
	2025		2024
Taiwan	38.1	%	48.4	%
China	61.9	%	51.6	%
	100.0	%	100.0	%

	For the Years Ended December 31,
	2024		2023
Taiwan	45.1	%	42.4	%
China	54.9	%	57.6	%
	100.0	%	100.0	%

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Operating expenses

Selling and marketing expenses

Selling and marketing expenses mainly comprise (i) salaries and contributions to retirement benefit schemes for our sales and marketing employees; (ii) advertising and promotion expenses; (iii) postage and delivery expenses for outward delivery to customers; (iv) selling platform expenses; and (v) travel and business development expenses. Selling and marketing expenses accounted for 11.7%, 9.4%, 10.4% and 9.2% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

General and administrative expenses

General and administrative expenses mainly comprise (i) salaries and contributions to retirement benefit schemes for our administration and operation employees; (ii) services fee for audit, company secretary, legal, tax reporting, and other professional services; (iii) rental and related expenses for leasing of our office and warehouses; (iv) insurance expenses related to premises and employee coverage; and (v) depreciation of our plant and equipment; (vi) and other operating expenses. General and administrative expenses accounted for 20.3%, 16.3%, 16.6% and 14.3% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Other income (expense), net

The following table sets forth our other income (expense), net, both in absolute amount and as a percentage of total revenues, for the periods presented:

	For the Six Months Ended June 30,
	2025		2024			Variances
	US$	% of total revenues	US$		% of total revenues	US$	%
Other income (expense), net
Interest expense	—	—	(10,769	)	—	10,769	(100.0	)
Other income	1,679,087	4.6	618,093		1.4	1,060,994	171.7
Total other income, net	1,679,087	4.6	607,324		1.4	1,071,763	176.5

	For the Years Ended December 31,
	2024			2023				Variances
	US$		% of total revenues	US$		% of total revenues		US$	%
Other income (expense), net
Interest expense	(12,468	)	—	(65,582	)	(0.1	)	53,114	(81.0	)
Other income	1,318,275		1.6	1,152,474		1.2		165,801	14.4
Total other income, net	1,305,807		1.6	1,086,892		1.1		218,915	20.1

Our interest expense primarily consists of interest payments incurred to banks on the trade financing facility. Under the banking facility letter dated January 31, 2018, and subsequent amendments made on October 17, 2023 and May 31, 2024, JPMorgan Chase Bank, N.A., a bank in the United States, extended to the Company a banking facility of trade financing amounting to $15,000,000, $10,000,000 and $3,000,000, respectively. The interest rates for these loans are 3.0% per annum above the adjusted Secured Overnight Financing Rate (“SOFR”). Adjusted SOFR is the sum of the applicable margin, which is 2.5% per annum, the SOFR applicable to such interest period and the unsecured to secured rate adjustment at 0.1% per annum. Interest expense accounted for nil, nil, nil and 0.1% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

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Our other income consists of sub-lease income, interest income, government subsidies, warehouse management fee income and others, which are not within the scope of ASC 606. Sublease income represents income earned from sub-leasing a portion of our warehouses to independent third parties. Interest income consists of interest earned on deposits placed with banks and customers’ overdue, recognized in accordance with the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from sales transactions. According to the contracts entered into with our customers, we charge our customers on amounts overdue, i.e. amounts due on sales transactions which are not yet settled within 60 days of the due date, an interest with interest rate based on the JP Morgan Chase interest rate as published at the beginning of each month accrued on daily and compounded monthly basis, recognized in accordance with the effective interest method. Government subsidies primarily relate to one-off entitlement granted by the Internal Revenue Service for the Employee Retention Tax Credits. Management fee income represents income earned for providing access to and use of warehouses, calculated based on the volume of goods processed and a reimbursement of utility expenses incurred. As this arrangement does not grant the customer the right to control an identified asset, it does not meet the definition of a lease under ASC 842. It is accounted for as other income and recognized as the services are rendered. Other income accounted for 4.6%, 1.4%, 1.6% and 1.2% of our total revenues for the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.

Other income recognized for the periods presented is detailed below.

	For the Six Months Ended June 30,
	2025	2024
	US$	US$
Sub-lease income	518,460	465,159
Interest income from customers’ overdue	23,827	71,596
Government subsidies	811,147	—
Warehouse management fee income	325,070	80,800
Others	583	538
Total other income	1,679,087	618,093

	For the Years Ended December 31,
	2024	2023
	US$	US$
Sub-lease income	963,151	782,281
Interest income from bank deposits	664	29,042
Interest income from customers’ overdue	154,411	74,479
Warehouse management fee income	197,700	255,099
Others	2,349	11,573
Total other income	1,318,275	1,152,474

Income Tax

Our operating subsidiary, Sonic OpCo, is incorporated in the State of California and had elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and applicable California state tax laws. As an S Corporation, Sonic OpCo was not subject to federal corporate income tax at the corporate level; instead, its income, deductions, and credits were passed through to its stockholders and reported on their individual tax returns. However, under California law, S Corporations are subject to a 1.5% franchise tax on net income. Effective January 1, 2025, Sonic CA converted from an S Corporation to a C Corporation and is now subject to federal corporate income tax at the statutory rate of 21%, as well as California state corporate income tax at a rate of 8.84%. In addition, since Sonic CA has a branch establishment in South Carolina, it is also subject to South Carolina state corporate income tax at a rate of 5%.

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For the six months ended June 30, 2025 and 2024, income tax benefit (expense) accounted for 0.5% and nil of our total revenues, respectively. For the years ended December 31, 2024 and 2023, income tax accounted for nil and nil of our total revenues, respectively. For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, income tax arose from our current tax on profits generated from our subsidiary and deferred tax generated from the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.

Under the California Revenue and Taxation Code, the Franchise Tax Board (“FTB”) generally has four years from the later of the original due date or the actual filing date of a return to assess additional taxes, penalties, or fees. As of June 30, 2025 and December 31, 2024, our California state income tax returns for the 2023 and 2024 tax years remain within the statutory period for potential examination. As of that date, we were not subject to any ongoing tax audits or investigations by the FTB. At the federal level, pursuant to Internal Revenue Code, the Internal Revenue Service typically has three years from the later of the return’s due date or actual filing date to assess additional tax. This period may be extended to six years under certain circumstances, such as when a return omits more than 25% of gross income. There is no statute of limitations in cases involving fraud or failure to file a return. As Sonic OpCo elected to be taxed as an S Corporation through December 31, 2024, any potential federal income tax examinations for that period would primarily pertain to stockholder-level tax implications. As of June 30, 2025, we were not subject to any federal tax audits or investigations.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

	For the Six Months Ended June 30,
	2025				2024			Variances
	US$		% of total revenues		US$		% of total revenues	US$		%
Revenues	36,115,703		100.0		42,792,023		100.0	(6,676,320	)	(15.6	)
Cost of revenues	(24,913,680	)	69.0		(30,552,651	)	71.4	5,638,971		(18.5	)
Gross profit	11,202,023		31.0		12,239,372		28.6	(1,037,349	)	(8.5	)

Operating expenses
Selling and marketing	(4,231,696	)	11.7		(4,013,666	)	9.4	(218,030	)	5.4
General and administrative	(7,335,450	)	20.3		(6,972,104	)	16.3	(363,346	)	5.2
Total operating expenses	(11,567,146	)	32.0		(10,985,770	)	25.7	(581,376	)	5.3

Operating (loss) income	(365,123	)	(1.0	)	1,253,602		2.9	(1,618,725	)	(129.1	)

Other income (expense), net
Interest expense	—		—		(10,769	)	—	10,769		(100.0	)
Other income	1,679,087		4.6		618,093		1.4	1,060,994		171.7
Total other income, net	1,679,087		4.6		607,324		1.4	1,071,763		176.5

Income before income tax expense	1,313,964		3.6		1,860,926		4.3	(546,962	)	(29.4	)
Income tax benefit (expense)	168,551		0.5		(20,939	)	—	189,490		(905.0	)
Net income	1,482,515		4.1		1,839,987		4.3	(357,472	)	(19.4	)

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	For the Years Ended December 31,
	2024			2023				Variances
	US$		% of total revenues	US$		% of total revenues		US$		%
Revenues	81,368,078		100.0	96,350,120		100.0		(14,982,042	)	(15.5	)
Cost of revenues	(58,381,945	)	71.8	(72,895,041	)	75.7		14,513,096		(19.9	)
Gross profit	22,986,133		28.2	23,455,079		24.3		(468,946	)	(2.0	)

Operating expenses
Selling and marketing	(8,437,548	)	10.4	(8,851,957	)	9.2		414,409		(4.7	)
General and administrative	(13,563,336	)	16.6	(13,806,226	)	14.3		242,890		(1.8	)
Total operating expenses	(22,000,884	)	27.0	(22,658,183	)	23.5		657,299		(2.9	)

Operating income	985,249		1.2	796,896		0.8		188,353		23.6

Other income (expense), net
Interest expense	(12,468	)	—	(65,582	)	(0.1	)	53,114		(81.0	)
Other income	1,318,275		1.6	1,152,474		1.2		165,801		14.4
Total other income, net	1,305,807		1.6	1,086,892		1.1		218,915		20.1

Income before income tax expense	2,291,056		2.8	1,883,788		1.9		407,268		21.6
Income tax expense	(36,063	)	—	(25,919	)	—		(10,144	)	39.1
Net income	2,254,993		2.8	1,857,869		1.9		397,124		21.4

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Revenues

Total revenues decreased by 15.6% from $42,792,023 for the six months ended June 30, 2024 to $36,115,703 for the six months ended June 30, 2025. This decrease was principally attributed to a substantial decrease in our agency income, fulfilment service income and wholesale income and partially offset by an increase in our online retail sales income.

Wholesale income, net — Revenue generated from wholesale decreased by $6,352,952 from $25,249,953 for the six months ended June 30, 2024 to $18,897,001 for the six months ended June 30, 2025. This decline was primarily attributable to a reduction in sales volume and partially offset by an increase in the average unit price. The sales volume fell from 269,128 units for the six months ended June 30, 2024 to 194,111 units for the six months ended June 30, 2025. The decrease in sales volume aligned with a broader trend of reduced consumer expenditure in the United States, driven by ongoing economic challenges. These macroeconomic headwinds have led to a general contraction in consumer spending, which adversely impacted our wholesale segment, as major wholesale customers faced significant pressure on their operations during the period. According to data from the U.S. Bureau of Economic Analysis, the quarter growth rate in consumer expenditures decelerated from 2.5% for the six months ended June 30, 2024 to 2.1% for the six months ended June 30, 2025, reflecting a slowdown in overall consumer spending. This deceleration had a downstream effect on our customers’ purchasing behavior, resulting in lower order volumes and reduced demand for our products. In particular, one of our top wholesale customers exited the auto lighting market and terminated business with us effective January 1, 2025. This customer accounted for revenue of $6,157,339 for the six months ended June 30, 2024. The loss of this customer underscores both the impact of macroeconomic conditions on key customer relationships and the challenges faced by the wholesale sector during this period.

Conversely, the increase in the average unit price was largely due to a shift of tariff costs and import costs to our customer, which helped to partially mitigate the impact of the lower sales volume on our overall wholesale income.

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To maintain profitability during the downward trend of the economic, we have streamlined expenses by reducing headcount, lowered inventory levels to minimize carrying costs and obsolescence risk, and shifted our focus from wholesale, which carries lower margins, to online retail sales. We also negotiated with manufacturers to share tariff costs, selectively passed import cost increases on to customers, and optimized inventory by phasing out underperforming products while launching products that align with higher demand and market trends.

Online retail sales income, net — Revenue generated from online retail sales increased by $1,968,489 from $10,163,538 for the six months ended June 30, 2024 to $12,132,027 for the six months ended June 30, 2025. The increase was primarily attributable to an increase in sales volume and average unit price. The number of units sold increased from 69,133 for the six months ended June 30, 2024 to 80,933 for the six months ended June 30, 2025. This growth was further supported by the exit of one of our top wholesale customers from the auto lighting market. Since this customer had previously sold products on online platforms to retail consumers, its withdrawal created additional opportunities for us in the online retail segment. As a result, a portion of the market share previously held by this customer shifted to our online retail channel during the six months ended June 30, 2025.

In addition, the increase in the average unit price was largely due to a shift of tariff costs and import costs to our customer, which collectively contributed an increase on our overall online retail sales income.

Agency income — Revenue generated from agency sales decreased by $2,075,379 from $6,657,530 for the six months ended June 30, 2024 to $4,582,151 for the six months ended June 30, 2025. This decline was primarily attributable to a reduction in sales volume, which fell from 222,903 units for the six months ended June 30, 2024 to 166,239 units for the six months ended June 30, 2025. The decrease in sales volume aligned with broader trends in consumer spending across the United States, which continued to face macroeconomic headwinds. These economic challenges contributed to a general decline in wholesale market demand. According to data from the U.S. Bureau of Economic Analysis, the quarter growth in consumer expenditures slowed from 2.5% for the six months ended June 30, 2024 to 2.1% for the six months ended June 30, 2025. This softening in consumer spending adversely affected the purchasing activity of our customers, resulting in lower sales volume.

Fulfilment service income — Revenue generated from fulfilment services decreased by $216,478 from $721,002 for the six months ended June 30, 2024 to $504,524 for the six months ended June 30, 2025. This decrease corresponded with the decline in our wholesale revenue during the same period, as the lower sales volume from wholesale customers directly reduced the demand for associated fulfilment services.

Cost of revenues

The cost of revenues decreased by $5,638,971, or 18.5%, from $30,552,651 for the six months ended June 30, 2024, to $24,913,680 for the six months ended June 30, 2025. This reduction was primarily driven by a significant decline in wholesale sales volume, which led to a corresponding decrease in the cost of goods sold. Additionally, the decrease in sales demand resulted in reduced expenditures on moulding fees, as fewer new products necessitated custom moulds. This further contributed to the overall reduction in the cost of revenues for the period.

Gross profit

Our gross profit decreased by $1,037,349 from $12,239,372 for the six months ended June 30, 2024 to $11,202,023 for the six months ended June 30, 2025. However, our gross profit margin increased from 28.6% in 2024 to 31.0% in 2025. This improvement was primarily driven by a reduction in moulding expenses during the six months ended June 30, 2025, as fewer new products required custom moulds, resulting in lower moulding related costs and an increase in average selling price from wholesale income. This contributed to a modest improvement in our gross profit margin compared to the six months ended June 30, 2024.

Operating Expenses

Selling and marketing expenses increased by $218,030, from $4,013,666 for the six months ended June 30, 2024, to $4,231,696 for the six months ended June 30, 2025. The increase was primarily attributable to the following factors: (i) an increase of $97,723 in postage and delivery expenses as a result of increased sales volume for online retail sales; (ii) an increase of $98,092 in travel and business development expenses as an increase need for international business development activities to source new customers and suppliers, and (iii) an increase of $159,176 in platform

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fees as a result of increased sales volume for online retail sales. These increases were partially offset by (i) a decrease of $39,969 in compensation and benefits for our sales and marketing employees as the average number of salesperson decreased from 12 for the six months ended June 30, 2024 to 11 for the six months ended June 30, 2025, (ii) a decrease of $58,184 in outside service fees for the outsourced salesperson because of the reduction in wholesale income.

General and administrative expenses increased by $363,346 to $7,335,450 for the six months ended June 30, 2025 from $6,972,104 for the six months ended June 30, 2024. The increase was primarily attributable to (i) an increase of $422,111 in professional fees since expense incurred in relation to the audit of our consolidated financial statements, and (ii) an increase of $531,974 in impairment on inventory due to the write-down of more defective products for the six months ended June 30, 2025. These increases were partially offset by (i) a decrease of $245,364 in the allowance for expected credit losses, as a result of lower accounts receivable as of June 30, 2025, and (ii) a decrease of $384,048 in compensation and benefits as the average number of staff decreased from 104 for the six months ended June 30, 2024 to 93 for the six months ended June 30, 2025.

Other income, net

Other income, net increased by $1,071,763 from $607,324 for the six months ended June 30, 2024 to $1,679,087 for the six months ended June 30, 2025. This increase was primarily attributable to (i) an increase of $811,147 in government subsidies which we were confirmed the eligibilities and received the sum in the period ended June 30, 2025 compared to none in the period ended June 30, 2024, and (ii) an increase of $244,270 in warehouse management fee income as more goods processed for other automotive parts companies sharing our warehouse.

Income before income tax expense

We reported an income before income tax expense of $1,313,964 for the six months ended June 30, 2025, compared to an income before income tax expense of $1,860,926 for the six months ended June 30, 2024. The decline was primarily attributable to lower revenues and higher operating expenses, which were only partially offset by a significant increase in other income.

Income tax benefit (expense)

Income tax expense changed from $20,939 for the six months ended June 30, 2024 to an income tax benefit of $168,551 for the six months ended June 30, 2025. The change was primarily attributable to the conversion of Sonic OpCo from an S Corporation to a C Corporation, which is now subject to federal income tax at the statutory rate of 21%, California state corporate income tax at a rate of 8.84%, and South Carolina state corporate income tax at a rate of 5%. For the six months ended June 30, 2024, we were only subject to the 1.5% California franchise tax on net income.

As a result of this conversion, we recognized deferred tax assets of $655,437 as of June 30, 2025, compared to $23,415 as of June 30, 2024. This recognition resulted in an income tax benefit of $637,495 for the six months ended June 30, 2025, compared to an income tax benefit of $5,589 for the six months ended June 30, 2024, attributable to deferred taxes. In addition, current income tax expense increased from $26,528 for the six months ended June 30, 2024 to $468,944 for the six months ended June 30, 2025.

Net income

As a result of the foregoing factors, net income decreased from $1,839,987 for the six months ended June 30, 2024 to $1,482,515 for the six months ended June 30, 2025.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenues

Total revenues decreased by 15.5% from $96,350,120 for the year ended December 31, 2023 to $81,368,078 for the year ended December 31, 2024. This decrease was principally attributed to a substantial decrease in our agency income, fulfilment service income and wholesale income.

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Wholesale income, net — Revenue generated from wholesale decreased $13,037,921 from $59,638,911 for the year ended December 31, 2023 to $46,600,990 for the year ended December 31, 2024. This decline was primarily attributable to a reduction in sales volume, which fell from 658,375 units in 2023 to 502,131 units in 2024. The decrease in sales volume aligned with a broader trend of reduced consumer expenditure in the United States, driven by ongoing economic challenges. These macroeconomic headwinds have led to a general contraction in consumer spending, which adversely impacted our wholesale segment, as major wholesale customers faced significant pressure on their operations during the year. According to data from the U.S. Bureau of Labor Statistics and U.S. Bureau of Economic Analysis, the annual growth rate in consumer expenditures decelerated from 5.9% in 2023 to 4.2% in 2024, reflecting a slowdown in overall consumer spending. This deceleration had a downstream effect on our customers’ purchasing behavior, resulting in lower order volumes and reduced demand for our products. Notably, wholesale income from our largest customer, excluding other revenue sources generated from the same customer, declined significantly by $8,553,985, from $33,416,291 for the year ended December 31, 2023, to $24,862,306 for the year ended December 31, 2024. This substantial decrease underscores the broader impact of macroeconomic conditions on key customer relationships and highlights the challenges faced by the wholesale sector during this period.

Online retail sales income, net — Revenue generated from online retail sales remained largely stable with a slight decrease of $71,074 from $21,233,705 for the year ended December 31, 2023 to $21,162,631 for the year ended December 31, 2024. Although the number of units sold increased from 113,430 in 2023 to 144,130 in 2024, this growth was offset by a decline in the average unit selling price, as part of our strategy to broaden our customer base.

Agency income — Revenue generated from agency sales decreased by $995,841 from $13,304,623 for the year ended December 31, 2023 to $12,308,782 for the year ended December 31, 2024. This decline was primarily attributable to a reduction in sales volume, which fell from 516,991 units in 2023 to 420,178 units in 2024. The decrease in sales volume aligned with broader trends in consumer spending across the United States, which continued to face macroeconomic headwinds. These economic challenges contributed to a general decline in wholesale market demand. According to data from the U.S. Bureau of Labor Statistics and U.S. Bureau of Economic Analysis, the annual growth in consumer expenditures slowed from 5.9% in 2023 to 4.2% in 2024. This softening in consumer spending adversely affected the purchasing activity of our customers, resulting in lower sales volume.

Fulfilment service income — Revenue generated from fulfilment services decreased by $877,206 from $2,172,881 for the year ended December 31, 2023 to $1,295,675 for the year ended December 31, 2024. This decrease corresponded with the decline in our wholesale revenue during the same period, as lower sales volume from wholesale customers directly reduced the demand for associated fulfilment services. In addition, one of our major wholesale customers subleased a portion of our warehouse beginning in 2024, enabling them to handle their own packing and shipping operations, which further contributed to the reduction in fulfilment service income.

Cost of revenues

The cost of revenues decreased by $14,513,096, or 19.9%, from $72,895,041 for the year ended December 31, 2023, to $58,381,945 for the year ended December 31, 2024. This reduction was primarily driven by a significant decline in wholesale sales volume, which led to a corresponding decrease in the cost of goods sold. Additionally, the decrease in sales demand resulted in reduced expenditures on moulding fees, as fewer new products necessitated custom moulds. This further contributed to the overall reduction in the cost of revenues for the year.

Gross profit

Our gross profit decreased by $468,946 from $23,455,079 for the year ended December 31, 2023 to $22,986,133 for the year ended December 31, 2024. However, our gross profit margin increased from 24.3% in 2023 to 28.2% in 2024. This improvement was primarily driven by a reduction in moulding expenses during the year ended December 31, 2024, as fewer new products required custom moulds, resulting in lower moulding related costs. This contributed to a modest improvement in our gross profit margin compared to the year ended December 31, 2023.

Operating Expenses

Selling and marketing expenses decreased by $414,409, from $8,851,957 for the year ended December 31, 2023, to $8,437,548 for the year ended December 31, 2024. The decrease was driven by our cost-cutting initiatives and was primarily attributable to the following factors: (i) a decrease of $176,520 in postage and delivery expenses as a result of reduced overall sales volume; and (ii) a decline of $318,518 in travel and business development expenses, reflecting

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the gradual establishment of a stable customer and supplier network and a reduced need for international business development activities. These decreases were partially offset by an increase of $114,176 in advertising and promotion expenses due to sponsorship of branded bags for the Specialty Equipment Market Association show.

General and administrative expenses decreased by $242,890 to $13,563,336 for the year ended December 31, 2024 from $13,806,226 for the year ended December 31, 2023. The decrease was primarily attributable to: (i) a reduction of $124,853 in professional fees following the termination of a consulting service during the year; and (ii) a decrease of $409,691 in the allowance for expected credit losses, as a result of lower accounts receivable and the reversal of previously recognized allowance. These reductions were partially offset by an increase of $310,255 in impairment on inventory due to the write-down of more defective products in 2024.

Other income, net

Other income increased by $165,801 from $1,152,474 for the years ended December 31, 2023 to $1,318,275 for the years ended December 31, 2024. This increase was primarily attributable to (i) higher sublease income as a result of a new sublease agreement entered into in January 2024 to share part of our warehouse space, and (ii) an increase in interest income from customer overdue balances, driven by a higher level of receivables on which interest was charged during the year.

Income before income tax expense

For the year ended December 31, 2024, we reported an income before income tax expense of $2,291,056, a significant improvement compared to an income before income taxes of $1,883,788 for the year ended December 31, 2023. The increase in profitability was primarily driven by higher operating income and an increase in other income. Despite a modest decline in gross profit, the overall improvement in earnings was supported by effective cost control measures, including a reduction of $414,409 in selling and marketing expenses and a $242,890 decrease in general and administrative expenses. These cost savings, combined with a $165,801 increase in other income, more than offset the decline in gross profit and contributed to the year-over-year increase in pre-tax income.

Income tax expense

Income tax expense increased from $25,919 for the year ended December 31, 2023 to $36,063 for the year ended December 31, 2024. This increase corresponded with the rise in our income before income tax expense.

Net income

As a result of the foregoing factors, net income increased from $1,857,869 for the year ended December 31, 2023 to $2,254,993 for the year ended December 31, 2024.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Bank loans, financing from related parties, and cash generated from operations have been utilized to finance our working capital requirements. As of June 30, 2025, we had net positive working capital of $6,253,672 and $435,585 in cash and cash equivalents.

Considering all facts and information on hand, we expect our financial resources are sufficient to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued.

If we are unable to have sufficient fund to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued, we may consider supplementing our available sources of funds through the following sources:

• addition equity financing from our major stockholders or third-party investors; and/or

• financial support from financial institutions, our stockholders and related parties.

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Based on the above considerations, we are of the opinion that we have sufficient funds to meet our working capital requirements and current liabilities as they become due within twelve months from the date of our financial statements are issued. However, there is no assurance that we will be successful in implementing our plans. There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand f or our services, general market conditions and broader capital market climate in the United States, etc.

Cash Flows

The following table sets forth a summary of our cash flows for the periods presented.

	For the Six Months Ended June 30,
	2025		2024
	US$		US$
Net cash provided by operating activities	1,120,531		335,153
Net cash used in investing activity	—		(71,937	)
Net cash used in financing activities	(838,149	)	(4,238,787	)
Net increase (decrease) in cash and cash equivalents	282,382		(3,975,571	)
Cash and cash equivalents, beginning of period	153,203		4,562,292
Cash and cash equivalents, end of period	435,585		586,721

	For the Years Ended December 31,
	2024		2023
	US$		US$
Net cash provided by operating activities	73,710		12,821,215
Net cash used in investing activity	(81,073	)	(72,638	)
Net cash used in financing activities	(4,401,726	)	(8,504,692	)
Net (decrease) increase in cash and cash equivalents	(4,409,089	)	4,243,885
Cash and cash equivalents, beginning of year	4,562,292		318,407
Cash and cash equivalents, end of year	153,203		4,562,292

Operating activities

Net cash provided by operating activities for the six months ended June 30, 2025, was $1,120,531, compared to net income of $1,482,515. The difference was primarily attributable to the following factors: (i) an increase of $1,633,227 in prepayments and other assets, mainly due to a higher volume of consignment goods held for agency sales; (ii) a decrease of $1,301,243 in accounts receivable, primarily as a result of fewer sales occurring near the end of the period; (iii) a decrease of $6,527,392 in inventories, reflecting efforts to reduce inventory levels for improved cash flow management; and (iv) a decrease of $6,278,121 in accounts payable, largely due to the settlement of more outstanding balances near period-end.

Net cash provided by operating activities for the six months ended June 30, 2024, was $335,153, compared to net income of $1,839,987. The difference was primarily attributable to the following factors: (i) an increase of $2,201,478 in prepayments and other assets, mainly due to a higher volume of consignment goods held for agency sales; (ii) an increase of $737,299 in accounts receivable, primarily as a result of more sales occurring near the end of the period; (iii) an increase of $2,746,606 in inventories, reflecting increase inventory levels for future sales; and (iv) an increase of $3,647,379 in accounts payable, largely due to the settlement of less outstanding balances near period-end.

Net cash provided by operating activities for the year ended December 31, 2024, was $73,710, compared to net income of $2,254,993. The difference was primarily attributable to the following factors: (i) an increase of $2,168,975 in prepayments and other assets, mainly due to a higher volume of consignment goods held for agency sales; (ii) a decrease of $1,359,258 in accounts receivable, primarily as a result of fewer sales occurring near the end of the year; (iii) a decrease of $859,452 in inventories, reflecting efforts to reduce inventory levels for improved cash flow management; and (iv) a decrease of $1,915,271 in accounts payable, largely due to the settlement of more outstanding balances near year-end.

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Net cash provided by operating activities for the year ended December 31, 2023, was $12,821,215, compared to net income of $1,857,869. The variance was mainly driven by: (i) an increase of $632,964 in prepayments and other assets, also related to a higher volume of consignment goods held for agency sales; (ii) a decrease of $1,337,325 in accounts receivable, resulting from lower sales volume near the year-end date; and (iii) a significant decrease of $9,822,190 in inventories, reflecting strategic inventory reductions to enhance cash flow management.

Investing activities

Net cash used in investing activities for the six months ended June 30, 2025 was $nil.

Net cash used in investing activities for the six months ended June 30, 2024 was $71,937, which was fully spent on the purchase of plant and equipment.

Net cash used in investing activities for the years ended December 31, 2024 was $81,073, which was fully spent on the purchase of plant and equipment.

Net cash used in investing activities for the years ended December 31, 2023 was $72,638, which was fully spent on the purchase of plant and equipment.

Financing activities

Net cash used in financing activities for the six months ended June 30, 2025 was $838,149. This outflow primarily consisted of payment of offering costs related IPO of $555,588, payment of dividend of $350,000, partially offset by a repayment from a stockholder of $67,439.

Net cash used in financing activities for the six months ended June 30, 2024 was $4,238,787. This outflow primarily consisted of repayments of short-term bank loans of $3,000,000, payment of dividend of $1,238,287 and advances to a stockholder of $500.

Net cash used in financing activities for the year ended December 31, 2024 was $4,401,726. This outflow primarily consisted of repayments of short-term bank loans of $3,000,000, payment of dividend of $1,238,287 and advances to a stockholder of $163,439.

Net cash used in financing activities for the year ended December 31, 2023 was $8,504,692. This outflow primarily consisted of repayments of short-term bank loans of $1,295,242 and payment of dividend of $7,209,450.

Quantitative and Qualitative Disclosures about Market Risks

Currency risk

Our function currency is US$ and these consolidated financial statements are presented in US$. Our business activities and our assets and liabilities are predominately denominated in the function currency. Therefore, we are not exposed to significant foreign currency risk as majority of the operations and transactions are denominated in the functional currency.

Concentration and credit risks

Financial instruments that potentially subject us to the credit risks consist of cash and cash equivalents, accounts receivable and other assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

We deposit the cash with reputable banks located in the United States and maintain a balance with PayPal Inc, a financial institution in the United States. As of June 30, 2025 and December 31, 2024, $435,585 and $153,203 were deposited with these banks and PayPal Inc., respectively. Balances maintained with banks in the United States are insured under the Federal Deposit Insurance Act introduced by the Federal Deposit Insurance Corporation for a maximum amount of $250,000 for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash and cash equivalents maintained with these banks.

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Assets that potentially subject us to a significant concentration of credit risk primarily consist of accounts receivable, amount due from a stockholder and other assets. We perform regular and ongoing credit assessments of the counterparties’ financial conditions and credit histories. We also assess historical collection trends and the aging of the receivables. We consider that we have adequate controls over these receivables to minimize the related credit risk. As of June 30, 2025 and December 31, 2024, the balance of allowance for credit losses were $565,647 and $563,269, respectively.

For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024 and 2023, most of our assets were located in the United States. At the same time, we consider that we are exposed to the following concentrations of risk:

(a) Major customers

For the six months ended June 30, 2025 and 2024 and the years ended December 31, 2024, and 2023, the customers who accounted for 10% or more of our revenues and their respective outstanding balances at year end dates, are presented as follows:

	Six Months ended June 30, 2025				As of June 30, 2025
Customer	Revenues		Percentage of revenues		Accounts receivables, gross		Percentage of accounts receivables, gross
Customer A	$	12,884,061	36	%	$	2,396,908	54	%

SONIC LIGHTING, INC. S-1/A