Tino Group Ltd
NYSE American · Professional Services
- Expected pricing
- Jun 30, 2026
- Price range
- Not yet set
- Shares offered
- 20.1M
- Filing
- F-1/A · Jun 30, 2026
Founders & leadership
Background and track record, from the Management section.
- Qin ChenChief Executive Officer and Chairman
Mr. Qin Chen serves as Chief Executive Officer and Chairman of the company, and through A2Z Assets Limited beneficially owns 20,080,400 Class B Ordinary Shares representing 98.1% of aggregate voting power on a pre-Offering basis.
Source
“Mr. Qin Chen, our Chief Executive Officer and Chairman, through A2Z Assets Limited, beneficially owns 20,080,400 Class B Ordinary Shares that correspond to 98.1% of the aggregate voting power of our Company on a pre-Offering basis.”
High confidenceView in filing →
What the company does
The problem it solves and how it differentiates.
Tino Group Limited is a Hong Kong-based immigration promotion and consulting service provider serving the Asian market, founded in 2008. It provides targeted promotion services for investment-based immigration programs on behalf of institutional clients, and personalized consulting services to individual clients seeking residency or citizenship in destinations including the U.S., Greece, Malta, Turkey, Singapore, and Japan. The company sources prospective clients through word-of-mouth referrals and partner financial institutions, and differentiates through deep market expertise, established networks in Asian markets, and end-to-end support throughout the immigration process.
Source
“We are an immigration promotion and consulting service provider serving the Asian market. Founded in 2008, we initially focused on providing immigration-related legal advisory services. Over the years, we have grown into a comprehensive service provider, offering targeted promotion services for immigration programs and personalized consulting services for global immigration opportunities.”
Market & competition
The market it plays in and who it competes with.
The immigration services industry provides consulting, application processing, and post-migration support services globally. The global immigration services market grew from USD 10.25 billion in 2019 to USD 13.32 billion in 2023 (CAGR ~6.8%) and is projected to reach approximately USD 18.53 billion by 2028. The industry primarily serves high-net-worth individuals, business owners, and professionals seeking investment migration, education migration, and global asset allocation, with Asian and Chinese outbound demand as key growth drivers.
Source
“From 2019 to 2023, the market size increased from USD 10.25 billion to USD 13.32 billion, representing a compound annual growth rate (CAGR) of approximately 6.8%... It is projected that by 2028, the global immigration services market will reach approximately USD 18.53 billion.”
Financials
Revenue, profitability, and cash, from the financial statements.
- Net income
- $8.1M net income (Year ended August 31, 2025)
- Cash & equivalents
- $6.0M (as of February 28, 2026)
- Burn rate
- $16.5M operating cash flow (Year ended August 31, 2025)
Source
“Net income | 8,136,324”
Source
“Cash and cash equivalents | 5,958,950”
Source
“Net cash provided by operating activities | 16,469,269”
Statement-derived (Year ended August 31, 2025; figures in ones).
The offering
Use of proceeds, pricing, and dilution to new investors.
- enhancement of service capabilities, including upgrade of overseas consulting infrastructure, acquisition of professional tools, and expansion of global service network (approximately 20%)
- strategic partnerships and potential acquisitions of businesses that complement existing cross-border consulting, media and commission-based service lines (approximately 30%)
- technology upgrades to improve efficiency and enhance customer experience across major business segments (approximately 25%)
- business expansion initiatives and operational scaling, including marketing and promotional activities in overseas markets, talent acquisition, and service diversification (approximately 25%)
Source
“We plan to use the net proceeds of this Offering in the following order of priority: Approximately 20% for the enhancement of our service capabilities...Approximately 30% for strategic partnerships and potential acquisitions...Approximately 25% for the technology upgrades...Approximately 25% for business expansion initiatives and operational scaling...”
Control & governance
Share classes, founder voting control, board, and insider conflicts — the founder-control signals.
- Class A Ordinary Shares1 vote/share
- Class B Ordinary Shares20 votes/share
5 directors · Chair is also the CEO
- Operational funding advances from CEO Qin Chen
Qin Chen, the Company's CEO and controlling shareholder, provided HK$216,000, HK$1,416,000, and HK$1,348,000 (US$172,905) of operational funds to the Group in fiscal years 2023, 2024, and 2025 respectively, with the full balance repaid in December 2025.
Source
“For the years ended August 31, 2023, 2024 and 2025, the Group's shareholder Qin Chen provided HK$216,000, HK$1,416,000 and HK$1348,000 (US$172,905) of operational funds supporting to the Group, respectively. The Group subsequently repaid the full balance in December 2025.”
High confidenceView in filing → - Advances from COO Xiaowen Wang
COO Xiaowen Wang advanced HK$77,108 (US$9,890) to the Group during fiscal 2025, subsequently repaid in December 2025.
Source
“advances from Xiaowen Wang of HK$77,108 (US$9,890). All these advances were subsequently repaid in December 2025.”
High confidenceView in filing →
Lock-up schedule & insider ownership
When insider shares unlock, and who holds them — the part most tools skip.
Lock-up schedule
When insider shares unlock signals when selling pressure may arrive. Conditional unlocks have no fixed date and are shown as such — they are not collapsed to a single guessed date.
- The Company (issuer)Share count not disclosedNo fixed dateFixed date
three (3) months from the closing of this offering (company lock-up per Underwriting section)
Source
“We have agreed that, for a period of three (3) months from the closing of this offering, we and any successors of ours will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock, or (b) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock, in each case without the prior written consent of Revere.”
Medium confidenceView in filing → - Directors, officers and holders of more than 5% of outstanding sharesShare count not disclosedNo fixed dateFixed date
six (6) months from the date of this Offering
Source
“In addition, our directors, officers and holders of more than five percent (5%) of our outstanding shares as of the effective date of the registration statement will enter into customary lock-up agreements in favor of Revere for a period of six (6) months from the date of this Offering.”
High confidenceView in filing →
Insider ownership
Beneficial ownership as reported in the S-1 (includes shares deemed beneficially owned via options and affiliated entities). Percentages are beneficial, not record, ownership.
| Holder | Shares | % pre-IPO | % post-IPO | Source |
|---|---|---|---|---|
Qin Chen(2) Directors and Executive Officers | 20.1M | 100% | 100% | Source“Qin Chen(2) — — 20,080,400 100 — — 20,080,400 100” High confidenceView in filing → |
Si Ai Directors and Executive Officers | — | — | — | Source“Si Ai — — — — — — — —” High confidenceView in filing → |
Xiaowen Wang Directors and Executive Officers | — | — | — | Source“Xiaowen Wang — — — — — — — —” High confidenceView in filing → |
Yi Guan Directors and Executive Officers | — | — | — | Source“Yi Guan — — — — — — — —” High confidenceView in filing → |
Meng Chen Directors and Executive Officers | — | — | — | Source“Meng Chen — — — — — — — —” High confidenceView in filing → |
Abdulkadir Sayici Directors and Executive Officers | — | — | — | Source“Abdulkadir Sayici — — — — — — — —” High confidenceView in filing → |
All directors and executive officers as a group Directors & executive officers (group) | 20.1M | 100% | 100% | Source“All directors and executive officers as a group — — 20,080,400 100 — — 20,080,400 100” High confidenceView in filing → |
A2Z Assets Limited(2) 5% shareholders | 20.1M | 100% | 100% | Source“A2Z Assets Limited(2) — — 20,080,400 100 — — 20,080,400 100” High confidenceView in filing → |
LMZ Assets Limited(3) 5% shareholders | 1.2M | 15.2% | — | Source“LMZ Assets Limited(3) 1,204,000 15.2 — — 1,204,000 [ ] — —” High confidenceView in filing → |
YHM Assets Limited(4) 5% shareholders | 1.2M | 15.5% | — | Source“YHM Assets Limited(4) 1,226,000 15.5 — — 1,226,000 [ ] — —” High confidenceView in filing → |
Yiu Kam To(5) 5% shareholders | 1.3M | 17% | — | Source“Yiu Kam To(5) 1,344,000 17.0 — — 1,344,000 [ ] — —” High confidenceView in filing → |
Chi Yan Chan(6) 5% shareholders | 1.2M | 14.7% | — | Source“Chi Yan Chan(6) 1,166,000 14.7 — — 1,166,000 [ ] — —” High confidenceView in filing → |
Aevum Asset Limited(7) 5% shareholders | 2.6M | 32.3% | — | Source“Aevum Asset Limited(7) 2,560,000 32.3 — — 2,560,000 [ ] — —” High confidenceView in filing → |
YCP Co., Ltd(8) 5% shareholders | 419.6K | 5.3% | — | Source“YCP Co., Ltd(8) 419,600 5.3 — — 419,600 [ ] — —” High confidenceView in filing → |
Risk flags
Key items from the Risk Factors section.
- Supplier concentration risk
One major supplier accounted for 70% of total purchasing in fiscal 2025; disruption to key supplier relationships could significantly harm operations and financial performance.
Source
“For the year ended August 31, 2025, the purchase amounts concentration remained material, with one major supplier contributing HKD9,915,017 (US$1,271,776), or 70% of the total purchasing.”
High confidenceView in filing → - Customer concentration risk
The top two customers accounted for approximately 26–29% of revenue; loss of key customers could materially harm financial results given project-based, one-off revenue structure.
Source
“Our top two largest customers for the fiscal years ended August 31, 2025 and 2024 accounted for an aggregate of an aggregate of approximately 26% and 29% of our revenue in the corresponding periods, respectively.”
High confidenceView in filing → - Immigration regulatory and policy changes
Changes in immigration policies or regulations in destination countries—such as the U.S. pause on visa issuances effective January 2026—could reduce eligible clients, disrupt services, and increase compliance costs.
Source
“Regulatory changes, such as adjustments to investment thresholds, eligibility criteria, or visa quotas, may occur, directly affecting the availability of immigration programs and the eligibility of application candidates.”
High confidenceView in filing → - Reliance on outsourced service providers
The company relies materially on overseas lawyers and project promoters; disruption of these relationships or poor performance by these providers could increase costs, delay services, and harm financial results.
Source
“We materially rely on overseas lawyers and project promoters, to provide outsource services to us as we may lack the human resources and/or specific technical skills and knowledge to perform all the services we provide to our customers.”
High confidenceView in filing → - Limited human resources and key person dependency
With only five employees and heavy reliance on CEO Mr. Qin Chen, the company is highly susceptible to business disruptions from personnel turnover or loss of key management.
Source
“Our Company has limited human resources, which poses potential risks to our operations. For example, we are more susceptible than larger corporations to business disruptions due to personnel turnover”
High confidenceView in filing → - PRC regulatory oversight over Hong Kong operations
PRC laws and recent regulatory actions could be extended to cover Hong Kong-based companies, potentially subjecting the company to CSRC/CAC approvals, fines, or restrictions that could halt operations or the offering.
Source
“the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares”
High confidenceView in filing → - Dividend flow restriction from Operating Subsidiary
As a holding company, the parent depends on dividends from its Hong Kong operating subsidiary; PRC government restrictions on cash transfers out of Hong Kong could impair the ability to fund operations or pay dividends.
Source
“the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization”
High confidenceView in filing → - Hong Kong legal system and autonomy uncertainty
Evolving legal and political conditions in Hong Kong, including potential erosion of its autonomy under PRC oversight, could limit legal protections, impair contractual enforcement, and harm business operations.
Source
“If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong's common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights.”
High confidenceView in filing → - Geopolitical tensions and China-U.S. trade conflicts
The company's Asian market focus makes it vulnerable to geopolitical tensions such as China-U.S. trade disputes, which could reduce demand for immigration services and impair financial performance.
Source
“The market conditions are directly affected by, among other things, the global and local political and economic environments, such as uncertainties about the China-U.S. trade conflicts.”
High confidenceView in filing → - Illiquid investment holdings risk
Approximately HKD 3.5 million of cash is invested in illiquid private equity funds; declining values or inability to access capital when needed could harm financial condition and operations.
Source
“the value of these investments may fluctuate due to changes in market conditions, the performance of the underlying assets, or other factors outside our control. Furthermore, these investments are generally illiquid”
High confidenceView in filing → - HFCAA and PCAOB inspection risk
If the PCAOB is again unable to inspect auditors in Hong Kong or mainland China, the company's securities could face trading prohibitions or delisting under the HFCAA.
Source
“Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years”
Medium confidenceView in filing → - Management lack of public company experience
The company's management team has no prior experience managing a public company, which may impair their ability to meet public company obligations and increase compliance risks.
Source
“Our management team has no experience managing a public company.”
Medium confidenceView in filing →
Underwriters
The banks running the offering, from the filing. Informational only — not a recommendation or where to buy.
Underwriters allocate IPO shares primarily to their institutional and wealth-management clients; a directed share program (when present) reserves shares for company insiders/affiliates, not the general public. Not investment advice.
Source
“The undersigned registrant hereby undertakes...”