迦里仕人才美股招股说明书(2026-03-20版)

Galaxy Payroll Group Limited 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 under 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.” The 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 AOrdinary Shares was $2.36 per share. 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” refer 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 our 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 will 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 of the Inland Revenue Department of Hong According to current PRC regulations, our PRC subsidiary’s ability to distribute dividends is based upon its distributable earnings, and our PRCsubsidiary is only permitted to pay dividends to Galaxy Payroll (China) out of its accumulated profits, if any, determined in accordance with Chineseaccounting standards and regulations. In addition, our PRC subsidiary is required to set aside at least 10% of its after-tax profits each year, if any, tofund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserve can be used, among other ways, to The company currently does not have any cash management policies that dictate how funds are transferred. For the foreseeable future, we intend to usethe earnings for the development of customer capacity. As a result, Galaxy currently does not have a plan to declare dividends to its shareholders in theforeseeable future. Increasing Galaxy’s registered capital in a mainland China subsidiary requires filing with the State Administration for Market Regulation (“SAMR”) orits local bureau, while a shareholder loan requires a filing with the State Administration o