S-8

As filed with the Securities and Exchange Commission August 12, 2024

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PS International Group Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Unit 1002, 10/F

Join-in Hang Sing Centre

No.2-16 Kwai Fung Crescent, Kwai Chung

New Territories, Hong Kong

+852 2754-3320

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

2024 Share Incentive Plan
(Full title of the plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

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

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 of the Securities Exchange Act of 1934 (the “Exchange Act”).

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 of 1933, as amended (the “Securities Act”). ☐

Copies to:

  Hok Wai Alex Ko Chief Executive Officer Unit 1002, 10/F Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong   Will H. Cai, Esq.
Cooley LLP c/o 35th Floor Two Exchange Square 8 Connaught Place Central, Hong Kong

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by PS International Group Ltd. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates and deemed to be a part hereof:

(a) The Registrant’s shell company report on Form 20-F filed with the Commission on July 24, 2024 (File No. 001-42182) pursuant to Section 13 or 15(d) of the Exchange Act;

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act; and

(c) The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A filed with the Commission on July 18, 2024 (File No. 001-42182), including any amendment and report subsequently filed for the purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The laws of the Cayman Islands do not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated articles of association, adopted by special resolution passed on May 23, 2024 and effective on July 16, 2024 provides that the Registrant shall indemnify its directors, officers and their personal representatives against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such directors and officers (i) in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of their duties, powers, authorities and discretions and (ii) in defending any civil, criminal, administrative or investigative proceedings concerning the Registrant or its affairs in any court or tribunal, other than by reason of such persons’ own actual fraud, willful default or willful neglect, in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of his or her duties, powers, authorities or discretions (including as a result of any mistake of judgment), including without prejudice to the generality of the foregoing, any costs, expenses (including reasonable attorney; fees), losses or liabilities incurred by such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

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Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form F-4, as amended (File No. 333-279807), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being directors or officers of the Registrant.

In addition, the Registrant maintains a directors and officers liability insurance policy for its directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

See the Index to Exhibits attached hereto.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

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

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

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

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

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

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

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Memorandum and Articles of Association of the Registrant, effective on July 16, 2024 (incorporated herein by reference to Exhibit 1.1 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-42182) filed with the SEC on July 24, 2024)
4.2	Specimen Ordinary Share Certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807) filed with the SEC on June 14, 2024)
5.1*	Opinion of Ogier, Cayman Islands counsel to the Registrant, regarding the legality of the ordinary shares being registered
10.1	2024 Share Incentive Plan, effective on July 18, 2024 (incorporate herein by reference to Exhibit 10.19 to Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807) filed with the SEC on June 14, 2024)
23.1*	Consent of Ogier (included in Exhibit 5.1)
23.2*	Consent of WWC, P.C., independent public accountant to PSI Group Holdings Ltd
23.3*	Consent of UHY LLP, independent public accountant to AIB Acquisition Corporation
24.1*	Power of Attorney (included on signature page hereto)
107*	Filing Fee Table

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong on August 12, 2024.

PS International Group Ltd.
By:	/s/ Hok Wai Alex Ko
	Name:	Hok Wai Alex Ko
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Yee Kit Chan and Hok Wai Alex Ko, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on August 12, 2024.

Signature	Title
/s/ Yee Kit Chan	Director and Chairman of the Board
Yee Kit Chan
/s/ Hok Wai Alex Ko	Director and Chief Executive Officer
Hok Wai Alex Ko	(Principal Executive Officer)
/s/ Chun Kit Tsui	Chief Financial Officer
Chun Kit Tsui	(Principal Financial and Accounting Officer)
/s/ Yong Yao	Director
Yong Yao
/s/ Lai Ping Chan	Director
Lai Ping Chan
/s/ Zijian Tong	Director
Zijian Tong
/s/ Eric Yi-Chung Chen	Director
Eric Yi-Chung Chen
/s/ Tsao-Lung Lai	Director
Tsao-Lung Lai

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of PS International Group Ltd. has signed this registration statement or amendment thereto in the City of Newark, State of Delaware, on August 12, 2024.

Authorized U.S. Representative
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

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EX-5.1

Exhibit 5.1

PS International Group Ltd.	D:	+852 3656 6054
Ogier Global (Cayman) Limited		+852 3656 6061
9 Nexus Way, Camana Bay
Grand Cayman, KY1 9009	E:	nathan.powell@ogier.com
Cayman Island		florence.chan@ogier.com

Reference: FYC/AGC/510480.00001

12 August 2024

Dear Sirs

PS International Group Ltd. (the Company)

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the Form S-8), as filed with the United States Securities and Exchange Commission under the United States Securities Act 1933, as amended on or about the date hereof. The Form S-8 relates to the Company’s adoption of 2024 Share Incentive Plan which was effective on 18 July 2024 (the 2024 Share Incentive Plan).

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as defined below). A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

1 Documents examined

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):

(a) the certificate of incorporation of the Company dated 12 September 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

(b) the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 23 May 2024 (respectively, the Memorandum and the Articles);

(c) the certificate of good standing of the Company dated 3 July 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

(d) a copy of the register of directors of the Company dated 29 July 2024 (the ROD);

(e) the shareholder list of the Company as at 25 July 2024 maintained by Continental Stock Transfer & Trust Company and provided to us on 12 August 2024 (together with the ROD, the Registers);

Ogier Providing advice on British Virgin Islands,
Cayman Islands and Guernsey laws Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong T +852 3656 6000 F +852 3656 6001 ogier.com Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Florence Chan* Lin Han^† Cecilia Li** Rachel Huang** Yuki Yan** Richard Bennett**^‡ James Bergstrom^‡ Marcus Leese^‡ * admitted in New Zealand ^† admitted in New York ** admitted in England and Wales ^‡ not ordinarily resident in Hong Kong

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(f) the Form S-8;

(g) a copy of the written resolutions of all the directors of the Company dated 5 August 2024 approving, among other things, the Company’s filing of the Form S-8 and the adoption of 2024 Share Incentive Plan (the Board Resolution);

(h) a certificate from a director of the Company dated 12 August 2024 as to certain matters of fact (the Director’s Certificate); and

(i) a copy of the 2024 Share Incentive Plan.

2 Assumptions

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

(a) all original documents examined by us are authentic and complete;

(b) all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(c) all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

(d) each of the Good Standing Certificate, the Registers, the Director’s Certificate and the 2024 Share Incentive Plan is accurate, complete and up-to-date (as the case may be) as at the date of this opinion;

(e) the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;

(f) all copies of the Form S-8 are true and correct copies and the Form S-8 conforms in every material respect to the latest drafts of the same produced to us and, where the Form S-8 has been provided to us in successive drafts marked to show changes from a previous draft, all such changes have been accurately marked;

(g) the Board Resolution has been duly passed in accordance with the Company’s articles of association then in effect and remains in full force and effect, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the adoption of 2024 Share Incentive Plan in the Board Resolution and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolution;

(h) neither the directors of the Company have taken any steps to wind up the Company or to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

(i) the Company will issue ESOP Shares (as defined below) in furtherance of its objects as set out in its Memorandum;

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(j) the Company will have sufficient authorized but unissued share capital to effect the issuance of ESOP Shares at the time of issuance;

(k) no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any ESOP Shares and none of the ESOP Shares have been offered or issued to residents of the Cayman Islands;

(l) upon the issue of any ESOP Shares, the Company will receive consideration for the full exercise price thereof which shall be equal to at least the par value thereof;

(m) the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the ESOP Shares, and the due execution and delivery thereof by each party thereto; and

(n) the Company is, and after the allotment (where applicable) and issuance of any ESOP Shares will be, able to pay its liabilities as they fall due; and

(o) there is nothing under any law (other than the laws of the Cayman Islands), that would or might affect the opinions herein.

3 Opinions

On the basis of the examination of the Documents and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

Corporate status

(a) The Company has been duly incorporated as an exempted company in the Cayman Islands and is validly existing and in good standing with the Registrar.

Authorised Shares Capital

(b) Based solely on the Memorandum, the authorised share capital of the Company is US$50,000 divided into 500,000,000 shares, 400,000,000 of which shall be ordinary shares, US$0.0001 par value per share, and 100,000,000 shares of which shall be undesignated shares, US$0.0001 par value per share.

Valid Issuance of ESOP Shares

(c) The shares of the Company to be issued in accordance with the 2024 Share Incentive Plan (the ESOP Shares) have been duly authorised by board of directors of the Company for issue and when:

(i) all provisions of the Memorandum and Articles, the 2024 Share Incentive Plan, the application award agreement and the Board Resolution have been satisfied;

(ii) full payment of exercise price, which is not less than the par value per ESOP Share, has been received by the Company; and

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(iii) such issuance of ESOP Shares has been duly registered in the Company’s register of members as fully paid shares,

will be validly issued, fully paid and non-assessable.

4 Limitations and Qualifications

4.1 We offer no opinion:

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the 2024 Share Incentive Plan to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

(b) except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Form S-8 and any other agreements into which the Company may have entered or any other documents.

4.2 Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

4.3 In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

5 Governing law of this opinion

5.1 This opinion is:

(a) governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b) limited to the matters expressly stated in it; and

(c) confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2 Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6 Reliance

We hereby consent to the filing of this opinion as an exhibit to the Form S-8.

This opinion may be used only in connection with the Form S-8 while the 2024 Share Incentive Plan is effective.

Yours faithfully

/s/ Ogier

EX-23.2

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the inclusion by reference in this Registration Statement on Form S-8 of PS International Group Ltd. of our report dated May 8, 2024, relating to the audit of the consolidated balance sheets of PSI Group Holdings Ltd and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”), which appears in PS International Group Ltd.’s shell company report on Form 20-F filed with the Commission on July 24, 2024 (File No. 001-42182) pursuant to Section 13 or 15(d) of the Exchange Act.

	/s/ WWC, P.C.
	WWC, P.C.
San Mateo, California	Certified Public Accountants
August 12, 2024	PCAOB ID No.1171

 

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion by reference of our report dated March 21, 2024 in the Registration Statement on Form S-8 of PS International Group Ltd., with respect to our audits of the balance sheets of AIB Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023 and the related notes that was included by reference in PS International Group Ltd.’s Shell Company Report on Form 20-F (File No. 001-42182) filed with the Commission on July 24, 2024. Our report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

/s/ UHY LLP

New York, New York

August 12, 2024

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

PS International Group Ltd.

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Fees to Be Paid	Equity	ordinary shares, par value US$0.0001 per share	Rule 457(c) and Rule 457(h)(1)		3,255,515	(2)	$	0.7750	(3)	$	2,523,024.13		0.0001476	$	372.40
	Total Offering Amounts									$	2,523,024.13			$	372.40
	Total Fee Offsets													$	0
	Net Fee Due													$	372.40

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) of PS International Group Ltd. (the “Registrant”) that become issuable under the 2024 Share Incentive Plan (the “2024 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Represents 3,255,515 Ordinary Shares reserved for issuance under the 2024 Plan.

(3) Estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h)(1) under the Securities Act, and is based on US$0.7750 per Ordinary Share, the average of the high and low prices of the Ordinary Shares as quoted on the Nasdaq Capital Market on August 8, 2024.