K-Tech Solutions Co Ltd-U.S. stock prospectus (Version 2025-09-24)

K-TECH SOLUTIONS COMPANY LIMITED UP TO 3,000,000CLASS ASHARES This prospectus relates to the offer and resale by the selling shareholders (the “Selling Shareholders”) named in thisprospectus from time to time of up to 3,000,000 of the Class A shares of par value US$0.0001 per share (the “Class A Shares”, andtogether with Class B ordinary shares of par value US$0.0001 per share (the “Class B Shares”), the “Ordinary Share(s)” or “Share(s)”)of K-Tech Solutions Company Limited (“KTech” or the “Company”), a BVI business company incorporated in the British VirginIslands (the “BVI”). Our registration of the Class A Shares covered by this prospectus does not mean that the Selling Shareholders will offer orsell any of such Class A Shares. The Selling Shareholders named in this prospectus, or their donees, pledgees, transferees or othersuccessors-in-interest, may resell the Class A Shares covered by this prospectus through public or private transactions at prevailingmarket prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possiblemethods of sale that may be used by the Selling Shareholders, you should refer to the section of this prospectus entitled “Plan ofDistribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Class AShares by the Selling Shareholders named in this prospectus. All net proceeds from the sale of the Class A Shares covered by thisprospectus will go to the Selling Shareholders. Any Class A Shares subject to resale hereunder will have been issued by us and acquired by the Selling Shareholders prior toany resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Class A Shares in this offering. We will bear allcosts, expenses and fees in connection with the registration of the ordinary shares. The Selling Shareholders will bear all commissionsand discounts, if any, attributable to their respective sales of our ordinary shares. Our Class A Shares are traded on The Nasdaq Capital Market under the symbol “KMRK.”On September 23, 2025, the lastreported price of our Class A Shares on The Nasdaq Capital Market was $1.46 per share. We are not a Chinese operating company, but an offshore holding company incorporated in the BVI. As a holdingcompany with no material operations of our own, we conduct our operations through our wholly- owned operating subsidiaryin HongKong, K- Mark Technology Limited (“KMT”). This is an offering of the Class A Shares of K- Tech SolutionsCompany Limited, the holding company in the BVI, instead of the shares of KMT.References to the “Company,” “we,” “us,”and “our” in the prospectus are to K- Tech Solutions Company Limited, the BVI entity that issued the Class A Shares beingoffered. References to “KMT” is to the HongKong entity operating the design solution and trading of toy products business,which generated the revenue and profit stated in the combined financial statements included in this prospectus. Investors inour Class A Shares should be aware that they will not be purchasing equity interests in the operating subsidiary in HongKongdirectly, but rather are purchasing equity solely in K- Tech Solutions Company Limited, the BVI holding company, whichdirectly owns all of the equity interests in the operating subsidiary in HongKong. See “Risk Factors” beginning on page14 ofthis prospectus for a discussion of risks facing the Company and the offering as a result of this structure. This prospectusincorporates by reference our annual report on Form 20–F for the fiscal year ended March 31, 2025 filed with the U. S.Securities and Exchange Commission (“SEC”) on August 15, 2025, including risk factors under “Item 3. Key Information – D.Risk Factors.” Our operations are solely located in HongKong, a special administrative region of the People’s Republic of China (“China”or the “PRC”), with its own governmental and legal system that is independent from mainland China, including having its own distinctlaws and regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion overthe manner in which we conduct our business activities outside of the PRC.However, due to long-arm provisions under the currentPRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.However, because our operations are primarily located in HongKong, we are still subject to certain legal and operational risksassociated with our operating subsidiary, KMT, based in HongKong. Additionally, the legal and operational risks associated withoperating in mainland China may also apply to our operations in HongKong, and we face the risks and uncertainties associated withinterpretation and the application of the complex and evolving PRC laws and regulations and as to whether and h