迦里仕人才美股招股说明书(2026-03-20版)

3,800,000 Class A Ordinary Shares This prospectus relates to the resale, from time to time, by the selling shareholders (the “Selling Shareholders”) identified in this prospectus under thecaption “Selling Shareholders” of 3,800,000 of Class A ordinary shares (the “Shares”) of Galaxy Payroll Group Limited (the “Company”), par value$0.00625 per share (the “Class A Ordinary Shares”), issued pursuant to certain securities purchase agreement (collectively the “SPA”) by and amongthe Company and certain non-affiliated investors (the “Investors”), dated as of January 15, 2026. We are not selling any Class A Ordinary Shares underthis prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholders. We have agreed to bear all of the expensesincurred in connection with the registration of the Shares. We are registering for resale of these securities by the Selling Securityholders, or their transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer, pursuant to the registration rights under the SPA. TheSelling Securityholders may offer all or part of the Shares for resale from time to time, in amounts, at prices and on terms determined at the time ofoffering through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” TheShares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “GLXG.” On March 18, 2026, the closing price of our Class A We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiariesestablished in People’s Republic of China (“Mainland China”), Hong Kong Special Administrative Region of the People’s Republic of China(“HKSAR” or “Hong Kong”), Taiwan and Macau. Unless otherwise stated, as used in this prospectus and in the context of describing ouroperations and consolidated financial information, “Company,” “we,” “us,” or “our,” refers to Galaxy Payroll Group Limited, a British VirginIslands holding company. “PRC Subsidiaries” refer to our subsidiaries incorporated in mainland China, and “Hong Kong Subsidiaries” referto our subsidiaries incorporated in Hong Kong. We will also refer to all of our subsidiaries, “Subsidiaries”. Investors are not buying shares ofa China-based operating company but instead are buying shares of a British Virgin Islands holding company with operations conducted by itssubsidiaries. Therefore, investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. Our holding company structure involves unique risks to investors. Because of our corporate structure and operations in Mainland China through ourPRC subsidiary, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, as well asuncertainty about any future actions of the PRC government. We may also be subject to sanctions imposed by PRC regulatory agencies includingChinese Securities Regulatory Commission if we fail to comply with their rules and regulations. If the Chinese regulatory authorities disallow ourholding company structure in the future, it will likely result in a material change in our financial performance, our operations and our results ofoperations and/or the value of our Class A Ordinary Shares, which could cause the value of such securities to significantly decline or becomeworthless. CORPORATE STRUCTURE AND CASH TRANSFERS The following are tables providing descriptions of how cash is transferred through our organization for the six months ended December 31, 2025 and2024, and for the fiscal years ended June 30, 2025 and 2024. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of fundsfrom our subsidiaries by way of dividend payments. Subject to the BVI Business Companies Act and our Second Amended and Restated Memorandumand Articles of Association, our board of directors may, by resolutions of directors, authorize and declare a dividend to our shareholders at such timeand of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets willexceed our liabilities and we will be able to pay our debts as they fall due. There is no further BVI statutory restriction on the amount of funds whichmay be distributed by us by dividend. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution orother distributable reserves. Dividends cannot be paid out of share capital. Under the current practice