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1、2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm1/150F-1 1 formf-1.htm Filed with the U.S.Securities and Exchange Commission on November 15,2024.Registration No.333-UNITED STATESSECURITIES

2、AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 STAK INC.(Exact Name of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 3533 Not Applicable(State or other jurisdiction ofincorp

3、oration or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Building 11,8th Floor,No.6 Beitanghe East Road,Tianning District,Changzhou,Jiangsu,Peoples Republic of China,213000Telephone:+86 519-8880 2609(Address,including zip code,and telephone num

4、ber,including area code,of registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711+1 302-738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communications se

5、nt to agent for service,should be sent to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111 Richard I.Anslow,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,New York 10105Telephone:212-370-1300

6、Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,c

7、heck the followingbox:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this

8、 Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant t

9、o Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration number of theearlier effective registration statement for the same offering.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,

10、indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dat

11、es as may be necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration stateme

12、nt shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm2/150

13、 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities nor does it seek an

14、offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated November 15,2024 STAK INC.1,250,000 Ordinary Shares We are offering 1,250,000 Ordinary Shares,$0.001 par value per share(“Ordinary Shares”).This is the initial

15、 public offering of our Ordinary Shares(the“Offering”).Prior to thisOffering,there has been no public market for Ordinary Shares.We expect the initial public offering price of the Ordinary Shares will be$4.00 per share.We have applied to list our Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”

16、)under the symbol“STAK.”At this time,Nasdaq has not yet approved our application to listour Ordinary Shares.The closing of this Offering is conditioned upon Nasdaqs final approval of our listing application,and there is no guarantee or assurance that our Ordinary Shareswill be approved for listing o

17、n Nasdaq.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requirements.See“ProspectusSummary Implications of Our Being an Emerging Growth Company”and“Risk Factors”on pages 14 and 17,respectively.Upon the completion

18、 of this Offering,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules because our controlling shareholder will own 68.44%of our total issued and outstanding Ordinary Shares,representing 68.44%of the total voting power,assuming that the underwriters do not exercise the over

19、-allotment option.Although wedo not intend to rely on the“controlled company”exemption under the Nasdaq listing rules after the Offering,we could elect to rely on this exemption in the future.If we elect to rely onthe“controlled company”exemption,a majority of the members of our board of directors m

20、ight not be independent and our nominating and corporate governance and compensationcommittees might not consist entirely of independent directors.We are not a Chinese operating company but a Cayman Islands holding company without material operations and this structure involves unique risks to inves

21、tors.Investors in ourOrdinary Shares should be aware that they are not holding equity interests in our Chinese operating companies directly.Investors are purchasing equity solely in STAK,Inc.,our CaymanIslands holding company.The risks could result in a material change in the value of the securities

22、 we are registering for sale or could significantly limit or completely hinder our ability tooffer or continue to offer securities to investors.Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company,which has no material operations of itsown and conducts subs

23、tantially all of its operations through the operating entities established in the Peoples Republic of China,or the PRC,primarily YLAN Technology(Changzhou)Co.,Ltd.(“YLAN”),our wholly-owned subsidiary and its subsidiaries.Because all of our operations are conducted in mainland China through our wholl

24、y-owned subsidiaries,we aresubject to certain legal and operational risks associated with our operations in mainland China,including that changes in the legal,political and economic policies of the Chinesegovernment,the relations between China and the United States,or Chinese or United States regula

25、tions may materially and adversely affect our business,financial condition and results ofoperations.PRC laws and regulations governing our current business operations are sometimes vague and uncertain,and therefore,these risks could result in a material change in ouroperations and/or the value of ou

26、r Ordinary Shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of ourOrdinary Shares to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions and statements

27、 to regulate business operations in mainlandChina,including cracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overseas using variable interest entitystructure,adopting new measures to extend the scope of cybersecurity review

28、s,and expanding the efforts in anti-monopoly enforcement.See“Risk Factors”beginning on page 17 of thisprospectus for a discussion of risks facing the Company and the Offering as a result of this structure.2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.se

29、c.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm3/150 On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crackdown on illegal activities in the securities market and promote

30、 the high-quality development of the capital market,which,among other things,requires the relevant governmentalauthorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over mainland China-based companies listed overseas,and to establishand i

31、mprove the system of extraterritorial application of the PRC securities laws.On November 14,2021,Cyberspace Administration of China(“CAC”)published the AdministrationMeasures for Cyber Data Security(Draft for Public Comments),or the“Cyber Data Security Measure(Draft)”,and on December 28,2021,Cyberse

32、curity Review Measures werepublished by Cyberspace Administration of China,or the CAC,National Development and Reform Commission,Ministry of Industry and Information Technology,Ministry of PublicSecurity,Ministry of State Security,Ministry of Finance,Ministry of Commerce,Peoples Bank of China,State

33、Administration for Market Regulation,State Administration of Radio andTelevision,China Securities Regulatory Commission,State Secrecy Administration and State Cryptography Administration,which became effective on February 15,2022 and providesthat critical information infrastructure operators that pu

34、rchase internet products and services and data processing operators engaging in data processing activities that affect or may affectnational security shall be subject to the cybersecurity review by the Cybersecurity Review Office.Cybersecurity Review Measures also requires cyberspace operators with

35、personalinformation of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.As of the date of this prospectus,these new lawsand guidelines have not impacted the Companys ability to conduct its business,accept foreign investments,or

36、list and trade on a U.S.or other foreign exchange;however,there areuncertainties in the interpretation and enforcement of these new laws and guidelines,which could materially and adversely impact our business and financial outlook and may impact ourability to accept foreign investments or continue t

37、o list on a U.S.or other foreign exchange.Also as of the date of this prospectus,we do not believe we are in a monopolistic position in themanufacturing industry.On February 17,2023,China Securities Regulatory Commission(the“CSRC”)issued the Trial Measures for the Administration of Overseas Issuance

38、 and Listing of Securities byDomestic Enterprises and five supporting guidelines,which became effective on March 31,2023(the“Overseas Listing Regulations”).The Overseas Listing Regulations require that aPRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing p

39、rocedures with the CSRC,failing which we may be fined between RMB 1 million and RMB10 million.Such overseas securities issuance and listing include direct and indirect issuance and listing.Where an enterprise,whose principal business activities are conducted in mainlandChina,seeks to issue and list

40、its shares in the name of an overseas entity,such practice is deemed as an indirect overseas issuance and listing in the meaning of the Overseas ListingRegulations.Among other things,if an overseas company intends to issue and list its shares in an overseas market,it should,through its major operati

41、ng entity incorporated in the PRC,submit filing materials to the CSRC within three working days after its initial filing of the application for issuance and listing to the overseas securities authorities.The required filingmaterials shall include but not be limited to:(1)filing report and relevant c

42、ommitments;and(2)domestic legal opinions.According to the Overseas Listing Regulations,we are subject tothe filing procedures and need to complete the filing procedures with CSRC before our listing on U.S.exchanges.We have completed the filing with the CSRC in connection with thisOffering and our li

43、sting on the Nasdaq Capital Market,and the CSRC published the notification of its approval of our completion of the required filing procedures on August 9,2024.Inaccordance with the CSRC notification,we are required to report the Offering and listing status to the CSRC within 15 business days from o

44、ur completion of our Offering.If we fail tocomplete this Offering within 12 months from the issuance date of notification,and the Offering is still under progress,we are required to update the filing materials with the CSRC.Further,we are required to complete the filing procedure with the CSRC under

45、 the Trial Measures for any future offerings or any other capital raising activities once listed,and we cannotassure you that we will be able to complete such filings in a timely manner,or at all.Any failure by us to comply with such filing requirements under the Trial Measures may result in anorder

46、 to rectify,warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities.The Overseas Listing Regulations may subject us toadditional compliance requirements in the future,and we cannot assure you that we will be able to get the clearance of f

47、iling procedures under the Overseas Listing Regulations on a timelybasis,or at all.Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares,cause significant disruption to our busines

48、s operations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operationsand cause our Ordinary Shares to significantly decline in value or become worthless.2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/form

49、f-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm4/150 Furthermore,as more stringent criteria have been imposed by the U.S.Securities and Exchange Commission(“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)recently,our securities may be prohibite

50、d from trading if our auditor cannot be fully inspected.The Holding Foreign Companies Accountable Act,or the HFCA Act,wasenacted on December 18,2020.The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subjec

51、t toinspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit such Ordinary Shares from being traded on a national securities exchange or in the over thecounter trading market in the U.S.On December 23,2022,the Accelerating Holding Foreign Companies Accountable Act

52、(“AHFCA Act”)was enacted,which amended the HFCA Act byrequiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.See“Risk Factors Risks Related to Doing Business in China Ou

53、r Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors for twoconsecutive years.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment”on page 29.On December16,2021,the P

54、CAOB issued its determination(the“2021 Determinations”)that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions,and the PCAOB included i

55、n the report of its determination a listof the accounting firms that are headquartered in the PRC or Hong Kong.This list does not include our auditor,HTL International,LLC.On August 26,2022,the CSRC,the Ministry ofFinance of the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,govern

56、ing inspections and investigations of audit firms based in mainland China and Hong Kong.Pursuant to the Protocol,the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.However,uncertainties st

57、ill exist about whether this new framework will be fully complied with.While our auditor is based in the U.S.and is registered with PCAOB and subject toPCAOB inspection,in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position

58、 taken by an authority in a foreignjurisdiction,then such lack of inspection could cause our securities to be delisted from the Nasdaq Capital Market.On August 26,2022,the PCAOB signed an agreement with the CSRCand the Ministry of Finance of the Peoples Republic of China,allowing the PCAOB to inspec

59、t and investigate registered public accounting firms headquartered in mainland China andHong Kong completely,consistent with U.S.law.On December 15,2022,the PCAOB issued a Determination Report which determined that the PCAOB(1)is able to select engagements,audit areas,and potential violations to be

60、reviewed or investigated,(2)has timely access to,and the ability to retain and use,any document or information that the PCAOB considersrelevant to an inspection or investigation,and(3)is able to conduct inspections and investigations in a manner consistent with the provisions of the Act and the rule

61、s of the PCAOB,asinterpreted and applied by the PCAOB.Consequently,the PCAOB concluded that in the absence of any evidence that authorities in the PRC currently are taking any positions to impair thePCAOBs ability to execute its statutory mandate with respect to inspections or investigations,the HFC

62、A Act dictates that the PCAOB vacate the 2021 Determinations.As required by theHFCA Act,if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC,the PCAOB will actexpeditiously to consider whether the PCAOB should

63、 issue a new determination.As of the date of this prospectus,there were no cash flows between our Cayman Islands holding company and our subsidiaries.Funds are transferred among our PRC subsidiariesfor working capital purposes,primarily between YLAN,our main operating subsidiary,and its subsidiaries

64、.The transfer of funds among companies are subject to the Provisions of theSupreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),whichwas implemented on August 20,2020 to regulate the fi

65、nancing activities between natural persons,legal persons and unincorporated organizations.For the fiscal years ended June 30,2024and 2023,no transfers,dividends or distributions from a subsidiary were made to STAK Inc.or other investors.As advised by our PRC counsel,DeHeng Law Offices(Shenzhen),theP

66、rovisions on Private Lending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have not been notified of any other restrictionwhich could limit our PRC subsidiaries ability to transfer cash between subsidiaries.Please see“Risk Factors”beginning

67、on page 17 of this prospectus for additional information.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requirements.Please readthe disclosures beginning on page 35 of this prospectus for more information.Neither

68、 the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminal offense.Investing in our Ordinary Shares involves a high degree of risk,

69、including the risk of losing your entire investment.See“Risk Factors”beginning on page 17 of thisprospectus to read about factors you should consider before buying our Ordinary Shares.PER SHARE TOTAL Initial public offering price$4.00$5,000,000Underwriting discounts and commissions(1)(2)$0.30$375,00

70、0 Proceeds,before expenses,to us$3.70$4,625,000 (1)The underwriters will receive compensation in addition to the discounts and commissions.For a description of compensation payable to the underwriters,see“Underwriting”beginning on page 98.(2)Does not include a non-accountable expense allowance equal

71、 to$50,000,payable to the underwriters,or the reimbursement of certain expenses of the underwriters.For adescription of other terms of compensation to be received by the underwriters,see“Underwriting”beginning on page 98.We expect our total cash expenses for this Offering(including cash expenses pay

72、able to our underwriters for their out-of-pocket expenses)to be approximately$1,402,883,exclusive of the above discounts and commissions.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This Offering is being conducted on a firm commitment basis.The under

73、writers are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares are taken.We have granted the underwriters an option for a period of forty-five(45)days after the closing of this Offering to purchase up to 15%of the total number of our Ordinary Shares to beoffered by

74、us pursuant to this Offering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offering price less the underwritingdiscounts and commissions.If we complete this Offering,net proceeds will be delivered to us on the closing date.The under

75、writers expect to deliver the Shares to purchasers against payment on ,2024.Prospectus dated ,2024 2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm5/150 TABLE OF CONTENTS PageSPECIAL NOTE R

76、EGARDING FORWARD-LOOKING STATEMENTS3PROSPECTUS SUMMARY5THE OFFERING16RISK FACTORS17USE OF PROCEEDS37DIVIDEND POLICY38CAPITALIZATION39DILUTION40SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA41MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42INDUSTRY OVERVIEW51

77、BUSINESS53REGULATIONS67MANAGEMENT76PRINCIPAL SHAREHOLDERS83RELATED PARTY TRANSACTIONS84DESCRIPTION OF SHARE CAPITAL AND GOVERNING DOCUMENTS85SHARES ELIGIBLE FOR FUTURE SALE93TAXATION94UNDERWRITING98EXPENSES OF THE OFFERING105LEGAL MATTERS106EXPERTS106ENFORCEMENT OF CIVIL LIABILITIES107WHERE YOU CAN

78、FIND MORE INFORMATION108INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMF-2 For investors outside the United States:neither we nor the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus

79、in anyjurisdiction,other than the United States,where action for that purpose is required.Persons outside the United States who come into possession of this prospectus must inform themselvesabout,and observe any restrictions relating to,the offering of the Ordinary Shares and the distribution of thi

80、s prospectus outside the United States.Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in thisprospectus,any amendment or supplement to this prospectus,or in any free writing prospectus we have prepa

81、red,and neither we nor the underwriters take responsibility for,and can provide no assurance as to the reliability of,any other information others may give you.Neither we nor the underwriters are making an offer to sell,or seeking offers tobuy,these securities in any jurisdiction where the offer or

82、sale is not permitted.The information contained in this prospectus is accurate only as of the date on the cover page ofthis prospectus,regardless of the time of delivery of this prospectus or the sale of shares.Our business,financial condition,results of operations and prospects may have changedsinc

83、e the date on the cover page of this prospectus.12024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm6/150Table of Contents Conventions Which Apply to this Prospectus Throughout this prospectus

84、,we use a number of key terms and provide a number of key performance indicators used by management.Unless the context otherwise requires,thefollowing definitions apply throughout where the context so admits:“CAGR”refers to compound average growth rate;“Changzhou Zhongshan”refers Changzhou Zhongshan

85、 Intelligent Equipment Co.,Ltd.,one of our PRC subsidiaries.“China”or the“PRC”,in each case,refers to the Peoples Republic of China;“Hong Kong”refers to Hong Kong Special Administrative Region in the PRC;“mainland China”are to the Peoples Republic of China,excluding,solely for the purpose of this pr

86、ospectus,Hong Kong,Macau and Taiwan.The term“mainland Chinese”has acorrelative meaning for the purpose of this prospectus;“PRC Subsidiaries”refers to the Companys subsidiaries incorporated in the mainland China,including STAK(Changzhou)Intelligent Technology Co.,Ltd,YLAN Technology(Changzhou)Co.,Ltd

87、,and Changzhou Zhongshan Intelligent Equipment Co.,Ltd;“RMB”or“Chinese Yuan”refers to the legal currency of China;“SEC”refers to the Securities and Exchange Commission;“Shares”or“Ordinary Shares”refer to the Ordinary Shares of STAK,Inc.,par value$0.001 per share;“we,”“us,”“our,”the“Company”and the“G

88、roup”refer to STAK Inc.,a Cayman Islands exempted company,together as a group with its subsidiaries;“U.S.dollars,”“dollars,”“USD”or“$”refers to the legal currency of the United States;and “YLAN”refers to YLAN Technology(Changzhou)Co.,Ltd.,as operating entity of STAK Inc.in mainland China;All informa

89、tion in this prospectus assumes no exercise by the underwriters of their over-allotment option unless the context indicates otherwise.On May 20,2024,the Companyeffected a one thousand-for-one subdivision of shares to shareholders,which increased the total number of authorized and issued Ordinary Sha

90、res from 50,000 to 50,000,000,anddecreased the par value of Ordinary Shares from$1 to$0.001.Then the shareholders surrendered an aggregate of 40,000,000 Ordinary Shares to the Company for no consideration,whichshares were cancelled thereafter.Following the surrender,the issued and outstanding Ordina

91、ry Shares are 10,000,000 of par value of$0.001 per share.Throughout this prospectus,eachreference to a number of our Ordinary Shares selling in this Offering at$4.00 per share gives effect to the share reorganization,unless otherwise indicated.Our business is conducted through our wholly-owned subsi

92、diaries in mainland China and we do not operate in Hong Kong,Macau,or Taiwan.Our consolidated financialstatements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements in U.S.dollars.These dollarreferences

93、are based on the exchange rate of RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our ob

94、ligations(expressed in dollars)and the value of ourassets,including accounts receivable(expressed in dollars).The expressions“associated company”,“related corporation”and“subsidiary”shall have the respective meanings ascribed to them in the Cayman Companies Act(the“Companies Act”),as the case may be

95、.Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding.Accordingly,figuresshown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.Certain of our customers and suppliers are referr

96、ed to in this prospectus by their trade names.Our contracts with these customers and suppliers are typically with an entity orentities in the relevant customer or suppliers group of companies.Internet site addresses in this prospectus are included for reference only and the information contained in

97、any website,including our website,is not incorporated by reference into,and does not form part of,this prospectus.22024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm7/150Table of Contents SPE

98、CIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties.All statements other than statements of current or historical facts are forward-lookingstatements.These statements involve known and unknown risks,uncertainties and

99、 other factors,including those listed under“Risk Factors,”that may cause our actual results,performanceor achievements to be materially different from those expressed or implied by the forward-looking statements.In some cases,you can identify these forward-looking statements by words or phrases such

100、 as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“potential,”“intend,”“plan,”“believe,”“likely to”or other similar expressions.We have based these forward-looking statements largely on our current expectations and projections about future events andfinancial trends that we believe may affect o

101、ur financial condition,results of operations,business strategy and financial needs.These forward-looking statements include statements about:changes in political,social and economic conditions,the regulatory environment,laws and regulations and interpretation thereof in the jurisdictions where we co

102、nductbusiness or expect to conduct business;the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;changes in the availability and cost of professional staff which we require to operate our business;changes in customers preferences and needs;changes

103、in competitive conditions and our ability to compete under such conditions;changes in our future capital needs and the availability of financing and capital to fund such needs;changes in currency exchange rates or interest rates;projections of revenue,profits,earnings,capital structure and other fin

104、ancial items;changes in our plan to enter into certain new business sectors;other factors beyond our control.You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from andworse than what

105、 we expect.Other sections of this prospectus include additional factors which could adversely impact our business and financial performance.Moreover,we operate in anevolving environment.New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict a

106、ll risk factors and uncertainties,nor can we assessthe impact of all factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.We qualify all of our forward-looking statemen

107、ts by these cautionary statements.You should not rely upon forward-looking statements as predictions of future events.The forward-looking statements made in this prospectus relate only to events or informationas of the date on which the statements are made in this prospectus.Except as required by la

108、w,we undertake no obligation to update or revise any forward-looking statements,whether as aresult of new information,future events or otherwise.You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registrationstatement,of which this

109、 prospectus is a part,completely and with the understanding that our actual future results may be materially different from what we expect.This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party provi

110、ders of marketintelligence.Although we have not independently verified the data,we believe that the publications and reports are reliable.32024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm8/

111、150Table of Contents Market and Industry Data This prospectus contains estimates and information concerning our industry,including our market position and the size and growth rates of the markets in which we participate,that are based on industry publications and the reports.This prospectus contains

112、 statistical data and estimates issued by Beijing Bo Yan Zhishang Information Advise Co.,Ltd.,a researchfirm,in connection with this Offering,for which we paid a fee.This information involves a number of assumptions and limitations,and you are cautioned not to place undue reliance onthese estimates.

113、We have not independently verified the accuracy or completeness of the data contained in these industry reports.While we believe that the information from these industrypublications,surveys and studies is reliable,the industry in which we operate is subject to a high degree of uncertainty and risk d

114、ue to a variety of important factors,including thosedescribed in the section titled“Risk Factors.”These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and byus.Presentation of Financial and Other Information Unless oth

115、erwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with U.S.GAAP.All references in this prospectus to“U.S.dollars,”“US$,”“$”and“USD”refer to the currency of the United States of America.Unless otherwise indicated,all references tocurrency

116、amounts in this prospectus are in USD.We have made rounding adjustments to some of the figures contained in this prospectus.Accordingly,numerical figures shown as totals in some tables may not be exactarithmetic aggregations of the figures that preceded them.Impact of the COVID-19 Pandemic on Our Op

117、erations and Financial Performance The COVID-19 pandemic significantly impacted our business operations in 2021,2022,and early 2023.The Chinese governments implementation of various governmentalmeasures,including lockdowns,closures,quarantines,and travel bans,had adverse effects on our product deman

118、d and manufacturing capacity.The sporadic COVID-19 outbreaks in someprovinces,coupled with the normalization of the dynamic COVID-Zero policy,continued to affect our business,including aspects such as business travel,marketing,and customer service,throughout 2020 and 2022.Furthermore,the dynamic COV

119、ID-Zero policy implemented during the Winter Olympic Games and the outbreak of the epidemic in Shanghai in the first half of2022 severely impacted our factories manufacturing capabilities.It is important to note that the World Health Organization(“WHO”)declared that COVID-19 was no longer a“globalhe

120、alth emergency”and China has shifted its approach and abandoned the dynamic COVID-Zero policy.Despite this change,we acknowledge that risks associated with COVID-19 maypersist and continue to have negative repercussions for our operations.These risks include potential disruptions to logistics,supply

121、 chains,production,delivery,as well as the overalldevelopment of our business activities.See“Risk Factors Risks Related to Our Business and Industry Pandemics and epidemics,natural disasters,terrorist activities,political unrest,and other outbreaks coulddisrupt our operations,which could materially

122、and adversely affect our business,financial condition,and results of operations.”42024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm9/150Table of Contents PROSPECTUS SUMMARY This summary high

123、lights selected information contained elsewhere in this prospectus.This summary does not contain all of the information that you should consider beforeinvesting in our Shares.For a more complete understanding of us and this Offering,you should read and carefully consider the entire prospectus,includ

124、ing the more detailedinformation set forth under“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidated financial statementsand the related notes.Some of the statements in this prospectus are forward-looking statements.See section t

125、itled“Special Note Regarding Forward-Looking Statements.”Business Overview We are a fast-growing company specializing in the research,development,manufacturing,and sale of oilfield-specialized production and maintenance equipment.We designand manufacture oilfield-specialized production and maintenan

126、ce equipment,then collaborate with qualified specialized vehicle manufacturing companies to integrate the equipmentonto vehicle chassis,producing specialized oilfield vehicles for sale.Additionally,we sell oilfield-specialized equipment components,related products,and provide automationsolutions.Our

127、 products include oilfield vehicles such as oil pumping trucks,oil-well repair trucks,fracking trucks,well flushing-wax removal trucks,and boiler trucks.We also producespecialized equipment and components for oil well repair and maintenance,fracking,oil well cleaning and wax removal,oil pumping,and

128、boilers.Through our in-house developed automation products,we offer efficient,energy-saving,and environmentally friendly equipment and services for oilfield operations,meetingthe cost reduction and efficiency enhancement needs of oilfield service companies.STAK Inc.is a holding company headquartered

129、 in Changzhou,China.The core team members of the Company have been focusing on the research and design of general-purpose automation control modules and the development of industrial software for specialized applications since 2012.In early 2020,the team,led by our CEO,Chuanbo Jiang,shifted its focu

130、s to the production of specialized oilfield equipment and integrated solutions,leading to the establishment of YLAN.The team relocated to Changzhou City pursuant toan Investment Promotion and Protection Agreement with the representative of Changzhou Tianning Economic Development Zone,Changzhou local

131、 government.YLAN,an operatingentity of STAK Inc.in mainland China,specializes in the research,manufacturing,sale,and related services of oilfield-specialized production and maintenance equipment.In April2022,YLAN incorporated Changzhou Zhongshan Intelligent Equipment Co.,Ltd.to engage in the field o

132、f specialized trucks through collaboration with specialized vehiclemanufacturers.Our initial public offering(“IPO”)plan has received support from the local government,and it was included in the list of prospective listed companies by the PeoplesGovernment of Tianning District of Changzhou City on Se

133、ptember 26,2022(Changzhou Tianning Market Listing Office 2022 No.3),providing various favorable supporting for theCompany.YLAN was also acknowledged as one of 197 key enterprises for future securities exchange listing and included in the“Long Teng Action Plan”by the local government.2024/11/20 16:58

134、sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm10/150Our Mission Our mission is to become a significant provider for the specialized oilfield maintenance vehicles and equipment in China.52024/11/20 16:58s

135、ec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm11/150Table of Contents Our Vision Our vision is to help oil mining companies reduce costs and increase efficiency by providing cutting-edge integrated oilfie

136、ld maintenance equipment.Our Honors Our operating subsidiary,YLAN,has been acknowledged by the Jiangsu Province government as a“specialized and sophisticated small-and medium-sized enterprisefocusing on innovation and differentiation”for the year of 2024,valid for a period of three years.Our researc

137、h center has been designated as an engineering technology center inChangzhou City.We have also received honors such as“Outstanding Enterprise in the Growth Category of the 11th China Innovation and Entrepreneurship Competition(NationalCompetition)”organized by the Chinese Ministry of Science and Tec

138、hnology,the 17th batch of“Longcheng Talent”entrepreneurial enterprises in Changzhou City,the 2022“ThreeNew”Economic Demonstration Enterprise in the Tianning District of Changzhou City,the 2021“Four Up”New Award in the Tianning Economic Development Zone of ChangzhouCity,among others.We also participa

139、ted in drafting of the industry standard“H Nut.”YLAN was also acknowledged as one of 197 key enterprises for future securities exchange listingand included in the“Long Teng Action Plan”.Our Competitive Advantages We believe the following advantages have contributed to our success and set us apart fr

140、om competitors:Independent research and development capabilities.We possess experience in the development of automation equipment and specialized vehicles,enabling us to developvarious oilfield-specialized production and maintenance equipment.One-stop service business model.We focus on specialized s

141、cenarios and have the capacity of manufacturing a wide range of specialized oilfield service vehicles,making itpossible to provide our customers with complete specialized vehicle services.Rapid response to customer and market demands.We deeply penetrate the oilfield service vehicle market,creating a

142、 unique integrated outsourcing model that allows us todeliver solutions and respond timely to customer needs.Our Challenges Lack of Special Vehicle Production Permission-We do not hold a special vehicle production permission to produce special vehicles as requested by the Chinese Ministry ofIndustry

143、 and Information Technology.Currently,we do not have our own specialized vehicle production permission,so we rely on a collaborative outsourcing model to provide finalproducts to customers.While this approach reduces the initial operational investment in large fixed assets,it also brings policy risk

144、s and business expansion bottlenecks.If thegovernment does not allow outsourcing or if our business demand exceeds the outsourcing factorys capacity in the future,it could severely restrict our growth.Competition from Established Competitors-The traditional oilfield equipment industry has many stron

145、g and established competitors with advantages.If we cannoteffectively implement differentiation and cost control,maintain technological innovation advantages,we may lose market share and incur losses in the future.Innovated New Business Model to Meet the Market Demand(Supply Chain Financing)-Advance

146、d heavy-duty automation equipment is expensive,and small oilfieldservice companies have limited purchasing power,restricting equipment demand.In response to this challenge,we may need to introduce third-party supply chain finance into the salesprocess for our customers.However,this requires the Comp

147、any to have strong credibility and resource integration capabilities.The domestic and international markets are vast,and we require experienced management executives and talent with international perspectives.To meet these challenges,we need additional capital,continuous investment in technology res

148、earch and development,a stable supply chain,enhanced production capacity,and the maintenance of our industry advantage.Our Growth Strategy Our Company is a rapidly growing emerging oil well automation machinery and service company.Given our position as a newcomer in the industry and considering thec

149、ompetitive landscape,growth is our primary goal.In order to enhance various aspects such as capital expenditure,research and development,and production base construction,weplan to allocate our resources strategically,aiming to gradually become an industry-leading provider of specialized oilfield veh

150、icles and equipment.Our strategies to achieve this goalare as follows:Invest in building production facilities and obtain qualifications of special vehicles manufacture.Increase research and development investment to accelerate product iterations.Expand customer purchasing power by coordinating with

151、 supply chain finance companies to provide supply chain finance for our customers and innovating marketingmodels.62024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm12/150Table of Contents Our

152、 Products Oilfield-Specialized Vehicles We provide specially designed and configured vehicles and equipment for oilfield development and operations.These vehicles and equipment play a crucial role in costreduction and efficiency improvement during exploration,extraction,transportation,and production

153、 processes in oilfields.Our main products currently include oil pumping trucks,oil-well repair trucks,fracking trucks,well flushing-wax removal trucks,boiler trucks,and other maintenance vehicles.We manufacture the equipment for oilfield development andoperations and outsource the final vehicle asse

154、mbly work to manufacturers holding special vehicle production permission.We have ownership over the oilfield-specialized vehiclesprior to being shipped to our customers and the vehicles are branded as STAKs at shipping.All these vehicles comply with the industry standard QC/T 739-2005 and QC/T 739-2

155、023for oilfield-specialized vehicles,providing reliable,efficient,and safe vehicles and equipment to support oilfield production and operations while ensuring environmental protectionand safety during oilfield development.As of June 30,2023,we had a total of seven major categories of oilfield-specia

156、lized vehicles,including oil field workover trucks,oil fieldfracturing trucks,oil field cementing trucks,oil field oil extraction trucks,oil field boiler trucks,oil field well washing trucks,and others,all of which are in production stage and morethan 80 vehicle models,with suggested retail prices r

157、anging from RMB 160,000(approximately USD 22,300)to RMB 900,000(approximately USD 125,800).They meet operationalrequirements in harsh conditions such as high temperatures,low temperatures,high pressure,high altitudes,and dusty environments,demonstrating good durability and adaptability tomeet custom

158、er cost reduction and efficiency enhancement needs.In the fiscal years 2024 and 2023,the revenue generated by the sale of oilfield-specialized vehicles was RMB 39,061,504(approximately USD 5,406,586)and RMB44,237,496(approximately USD 6,361,812),respectively,accounting for 28.6%and 30.1%of total rev

159、enue during those periods.Oilfield-Specialized Production and Maintenance Equipment Our oilfield-specialized production and maintenance equipment includes well repair equipment components,fracking equipment,well cleaning and wax removal equipment,oil collection equipment,boiler equipment,and other o

160、ilfield-specialized production and maintenance equipment.These products comply with the ISO 9001 quality standard systemcertification GB/T 19001-2016 idt ISO 9001:2015.As of March 31,2024,we had a total of 33 oilfield-specialized production and maintenance equipment,with suggested retail pricesrangi

161、ng from RMB 10,000(approximately USD 1,400)to RMB 500,000(approximately USD 69,900),capable of meeting the operational requirements of oilfield operations underharsh conditions such as high temperatures,low temperatures,high pressure,high altitudes,and dusty environments.These equipment and technica

162、l solutions are installed on oilfield-specialized vehicles to support various stages of oilfield exploration,extraction,production,and transportation.In the fiscal years 2024 and 2023,the revenue generated by the sale of oilfield-specialized production and maintenance equipment was RMB 64,140,356(ap

163、proximately USD8,877,804)and RMB 96,791,345(approximately USD 13,919,600),respectively,accounting for 46.9%and 65.8%of total revenue during those periods.Technical Services and Solutions Based on Oilfield-Specialized Vehicles and Equipment We provide corporate customers with automation solutions ser

164、vices,with multiple promises in the service contract,including software development,training,debugging,andother services for oilfield-specialized production and maintenance equipment.The software development,training,debugging,and other services are provided to customers prior totheir acceptance of

165、the developed software or function,and are not distinct because they are highly interdependent and interrelated with one another,integrated together as inputs toprovide a combined output,that is to provide a well-developed software or function to corporate customers.Prices vary based on the complexi

166、ty of customer requirements and theservice duration.In the fiscal years 2024 and 2023,revenue generated by our technical services amounted to RMB 12,737,453(approximately USD 1,763,018)and RMB 1,887,642(approximately USD 271,462),respectively,accounting for 9.3%and 1.3%of total revenue during those

167、periods.Corporate Information Our principal executive office is located at Floor 8,Block 11,The Industry Park of Intelligent Auto Parts.No.6 Bei Tang He East Rd.,Tianning District,Changzhou City,Jiangsu Province,Peoples Republic of China,and our phone number is+86 519 88802609.Our registered office

168、in the Cayman Islands is located at the offices of Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands.We maintain a corporate website at http:/ informationcontained in,or accessible from,our website or any other website does not constitute a part of this prospec

169、tus.We have appointed Puglisi&Associates,located at 850 Library Avenue,Suite 204,Newark,Delaware 19711,as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.72024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/

170、formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm13/150Table of Contents Corporate History and Structure We are a holding company incorporated in the Cayman Islands and conduct our operations in mainland China through our PRC Subsidiaries.We began our operation

171、s in June2020 when YLAN was founded in Changzhou,China.With the growth of our business and in order to facilitate international capital raising,we underwent an offshore reorganization in 2023.In May 2023,STAK Inc.wasincorporated in the Cayman Islands as our offshore holding company.Shortly after its

172、 incorporation,STAK Inc.incorporated a wholly-owned subsidiary in Hong Kong,namely,STAKHoldings Limited,or STAK HK.In August 2023,STAK HK established STAK(Changzhou)Intelligent Technology Co.,Ltd,or WFOE,as a wholly foreign owned entity in the PRC.WFOE acquired 100%equity interest in YLAN in Septemb

173、er 2023,and STAK Inc.became the ultimate holding company of our operating subsidiaries,YLAN and ChangzhouZhongshan,a wholly-owned subsidiary of YLAN,which was established in April 2022 in mainland China.The following diagram illustrates our corporate structure as of the date of this prospectus.Histo

174、ric Milestones Compliance with Foreign Investment Related Regulations We have been advised by our PRC Counsel,DeHeng Law Offices(Shenzhen),that pursuant to the relevant laws and regulations in PRC,none of our business is stipulated onthe Special Administrative Measures for the Access of Foreign Inve

175、stment(Negative List)(2021 Version)(the“2021 Negative List”),promulgated by the Ministry of Commerce of thePRC(“MOFCOM”)and the National Development and Reform Commission of the PRC(“NDRC”),and its newer version,the 2024 Negative List,which will become effective onNovember 1,2024.Therefore,we are ab

176、le to conduct our business through our wholly-owned PRC Subsidiaries without being subject to restrictions imposed by the foreign investmentlaws and regulations of the PRC.Summary Risk Factors Our prospectus should be considered in light of the risks,uncertainties,expenses,and difficulties frequentl

177、y encountered by similar companies.Below please find a summaryof the principal risks we face,organized under relevant headings.These risks are discussed more carefully in the section titled“Risk Factors.”2024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec

178、.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm14/150 82024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm15/150Table of Contents Risks Related to Our Business and Industry(for

179、 a more detailed discussion,see“Risk Factors Risks Related to our Business and Industry”beginning on page 17 of thisprospectus)We cannot assure you that we will maintain profitability.See page 17 of“Risk Factors Risks Related to our Business and Industry”for further details.We operate in a volatile

180、industry where the demand for oil equipment can fluctuate significantly,often in correlation with oil and natural gas prices,which makes it difficultfor investors to evaluate our future prospects,and we cannot assure you that our current or future strategies will be successfully implemented or will

181、generate sustainableprofit.See page 17 of“Risk Factors Risks Related to our Business and Industry”for further details.We have a limited operating history and experience in specialized oilfield equipment and integrated solutions,which makes it difficult to evaluate our business.We cannotassure you th

182、at the market for our products will develop as we expect or that we will be able to maintain the growth rate that we have experienced to date.See page 17 of“Risk Factors Risks Related to our Business and Industry”for further details.Failure to maintain and enlarge our customer base or strengthen cus

183、tomer engagement may adversely affect our business and results of operations.See page 18 of“RiskFactors Risks Related to our Business and Industry”for further details.Failure to maintain the quality of our products and service could have a material and adverse effect on our reputation,financial cond

184、ition and results of operations.See page18 of“Risk Factors Risks Related to our Business and Industry”for further details.We depend on our cooperation with our business partners.Our business may be negatively affected if such partners do not continue their relationship with us or if theiroperations

185、fail.See page 19 of“Risk Factors Risks Related to our Business and Industry”for further details.We may experience significant liability claims or complaints from customers,litigation and regulatory investigations and proceedings.See page 19 of“Risk Factors RisksRelated to our Business and Industry”f

186、or further details.We are dependent on our top customers.If we fail to acquire new customers or retain existing customers in a cost-effective manner,our business,financial condition andresults of operations may be materially and adversely affected.See page 19 of“Risk Factors Risks Related to our Bus

187、iness and Industry”for further details.Our industry is intensely competitive.We may face competition from,and we may be unable to compete successfully against,new entrants and established companies withgreater resources.See page 20 of“Risk Factors Risks Related to our Business and Industry”for furth

188、er details.We are dependent upon key executives and highly qualified managers and we cannot assure their retention.See page 20 of“Risk Factors Risks Related to our Business andIndustry”for further details.Pandemics and epidemics,natural disasters,terrorist activities,political unrest,and other outbr

189、eaks could disrupt our operations,which could materially and adversely affectour business,financial condition,and results of operations.See page 22 of“Risk Factors Risks Related to our Business and Industry”for further details.92024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/f

190、ormf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm16/150Table of Contents Risks Related to Doing Business in China(for a more detailed discussion,see“Risk Factors Risks Related to Doing Business in China”beginning on page 24 of this prospectus)Uncertainties and q

191、uick changes in the PRC legal system could result in a material and negative impact on our business operations,decrease the value of our Ordinary Sharesand limit the legal protections available to you and us.See page 24 of“Risk Factors Risks Related to Doing Business in China”for further details.If

192、the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers,such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and

193、cause the value of our Ordinary Shares tosignificantly decline or be worthless.See page 25 of“Risk Factors Risks Related to Doing Business in China”for further details.We need to obtain the approval from the CSRC in connection with this Offering and listing on Nasdaq.The approval of or clearance by

194、the CAC and other complianceprocedures may be required in connection with this Offering,and,if required,we cannot predict whether we will be able to obtain such approval or clearance.See page 26 of“Risk Factors Risks Related to Doing Business in China”for further details.We must remit the Offering p

195、roceeds to mainland China before they may be used to benefit our business in mainland China,and we cannot assure that we can finish allnecessary governmental registration processes in a timely manner.See page 27 of“Risk Factors Risks Related to Doing Business in China”for further details.You may exp

196、erience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China against us or our management named in theprospectus based on foreign laws.See page 27 of“Risk Factors Risks Related to Doing Business in China”for further details.We may rely on divide

197、nds and other distributions on equity paid by our PRC Subsidiaries to fund any cash and financing requirements we may have,and any limitation on theability of our PRC Subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.See page 27 of“Ri

198、sk Factors RisksRelated to Doing Business in China”for further details.The Chinese government may intervene in or influence our operations at any time,which could result in a material change in our operations and significantly and adverselyimpact the value of our securities.See page 27 of“Risk Facto

199、rs Risks Related to Doing Business in China”for further details.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from usingthe proceeds of this Offering to make loans or additional capital cont

200、ributions to our PRC Subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.See page 28 of“Risk Factors Risks Related to Doing Business in China”for further details.Our Ordinary Shares may be delisted under the HFCA Act if the PCAOB is u

201、nable to inspect our auditors for two consecutive years.The delisting of our Ordinary Shares,orthe threat of their being delisted,may materially and adversely affect the value of your investment.See page 29 of“Risk Factors Risks Related to Doing Business in China”for further details.Uncertainties wi

202、th respect to the PRC legal system could adversely affect us.See page 31 of“Risk Factors Risks Related to Doing Business in China”for further details.102024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/

203、formf-1.htm17/150Table of Contents PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaryto liability or penalties,limit our ability to inject capital into our PRC subsidiary,limit our

204、PRC subsidiarys ability to increase their registered capital or distribute profits tous,or may otherwise adversely affect us.See page 30 of“Risk Factors Risks Related to Doing Business in China”for further details.Failure to make adequate contributions to various employee benefit plans and withhold

205、individual income tax on employees salaries as required by PRC regulations maysubject us to penalties.See page 31 of“Risk Factors Risks Related to Doing Business in China”for further details.We do not hold a special vehicle production permission to produce special vehicles as requested by the Chines

206、e Ministry of Industry and Information Technology.If thegovernment does not allow outsourcing or if our business demand exceeds the outsourcing factorys capacity in the future,it could severely restrict our growth and adverselyaffect the value of your investment.See page 31 of“Risk Factors Risks Rel

207、ated to Doing Business in China”for further details.We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.See page 31 of“Risk Factors Risks Related to Doing Business in China”for further details.You may experience di

208、fficulties in effecting service of process,enforcing foreign judgments or bringing actions in China against us or our management named in thisprospectus based on foreign laws.See page 31 of“Risk Factors Risks Related to Doing Business in China”for further details.Risks Related to This Offering and t

209、he Ordinary Shares(for a more detailed discussion,see“Risk Factors Risks Related to This Offering and the Ordinary Shares”beginningon page 32 of this prospectus)The market price for the Ordinary Shares may be volatile.See page 32 of“Risk Factors Risks Related to This Offering and the Ordinary Shares

210、”for further details.If securities or industry analysts do not publish research or reports about our business,or if they adversely change their recommendations regarding the Ordinary Shares,themarket price for the Ordinary Shares and trading volume could decline.See page 33 of“Risk Factors Risks Rel

211、ated to This Offering and the Ordinary Shares”for furtherdetails.Because our initial public offering price is substantially higher than our net tangible book value per share,you will experience immediate and substantial dilution.See page 34of“Risk Factors Risks Related to This Offering and the Ordin

212、ary Shares”for further details.Because we do not expect to pay dividends in the foreseeable future after this Offering,you must rely on price appreciation of the Ordinary Shares for return on yourinvestment.See page 34 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for furthe

213、r details.112024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm18/150Table of Contents Substantial future sales or perceived potential sales of Ordinary Shares in the public market could cause

214、 the price of the Ordinary Shares to decline.See page 34 of“RiskFactors Risks Related to This Offering and the Ordinary Shares”for further details.You must rely on the judgment of our management as to the use of the net proceeds from this Offering,and such use may not produce income or increase the

215、price of ourOrdinary Shares.See page 34 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.We may need additional capital and may sell additional Ordinary Shares or other equity securities or incur indebtedness,which could result in additional dilution to ours

216、hareholders or increase our debt service obligations.See page 35 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.Certain existing shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other

217、 shareholders.See page 35 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we are incorporated under CaymanIslands law.Se

218、e page 23 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.See page 24 of“Risk Factors RisksRelated to This Offering and the Or

219、dinary Shares”for further details.Recently introduced economic substance legislation of the Cayman Islands may impact the Company or its operations.See page 24 of“Risk Factors Risks Related to ThisOffering and the Ordinary Shares”for further details.Certain judgments obtained against us by our share

220、holders may not be enforceable.See page 24 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions applicable to U.S.domestic pu

221、bliccompanies.See page 36 of“Risk Factors Risks Related to This Offering and the Ordinary Shares”for further details.We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.See page 35 of“RiskFactors Risks Related to

222、 This Offering and the Ordinary Shares”for further details.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions applicable to U.S.domestic publiccompanies.See page 36 of“Risk Factors Risks Related to This Offering an

223、d the Ordinary Shares”for further details.We may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses.See page 36 of“Risk Factors Risks Related toThis Offering and the Ordinary Shares”for further details.122024/11/20 16:58sec.gov/Archiv

224、es/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm19/150Table of Contents We will incur increased costs as a result of being a public company.See page 36 of“Risk Factors Risks Related to This Offering and the Ordinary Sha

225、res”for furtherdetails.CSRC Approval Required for This Offering Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestments in mainland China-based issuers.On July 6,2021,the General Off

226、ice of the Communist Party of China Central Committee and the General Office of the State Counciljointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires the relevant govern

227、mental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over mainland China-basedcompanies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.Furthermore,on December 28,

228、2021,the CAC,the NDRC,and several other administrations jointly issued the revised Measures for Cybersecurity Review,or the“RevisedReview Measures,”which became effective and replaced the existing Measures for Cybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“on

229、line platform operator”that is in possession of personal data of more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.Moreover,the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultati

230、on,which among other things,stipulates that a dataprocessor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for agiven year to the municipal cybersecurity department before January

231、 31 of the following year.On July 7,2022,the CAC released the Measures for the Security Assessment of Cross-Border Data,which became effective on September 1,2022.We do not collect or store any personal data(including certain personal information)from our individual end-users.As ofthe date of this p

232、rospectus,we have not collected or stored personal information from our individual end-users.As a result,the likelihood of us being subject to the review of the CACis remote.Given the recent issuance of the Measures for the Security Assessment of Cross-Border Data,there is a general lack of guidance

233、 and substantial uncertainties exist withrespect to their interpretation and implementation.On February 17,2023,the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supportingguidelines,which became effective on Mar

234、ch 31,2023(the“Overseas Listing Regulations”).The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issueand list its shares overseas shall complete the filing procedures with the CSRC,failing which we may be liable to a fine of between RMB 1 million and RMB 10 million.S

235、uch overseassecurities issuance and listing include direct and indirect issuance and listing.Where an enterprise,whose principal business activities are conducted in mainland China,seeks to issueand list its shares in the name of an overseas entity,such practice is deemed as an indirect overseas iss

236、uance and listing in the meaning of the Overseas Listing Regulations.Amongother things,if an overseas company intends to issue and list its shares in an overseas market,it should,through its major operating entity incorporated in the PRC,submit filingmaterials to the CSRC within three working days a

237、fter its initial filing of the application for issuance and listing to the overseas securities authorities.The required filing materials shallinclude but not be limited to:(1)filing report and relevant commitments;and(2)domestic legal opinions.According to the Overseas Listing Regulations,we are sub

238、ject to the filingprocedures and need to complete the filing procedures with CSRC before our listing on U.S.exchanges.We have completed the filing with the CSRC in connection with this Offeringand our listing on the Nasdaq Capital Market,and the CSRC published the notification of its approval of our

239、 completion of the required filing procedures on August 9,2024.Inaccordance with the CSRC notification,we are required to report the Offering and listing status to the CSRC within 15 business days from our completion of our Offering.If we fail tocomplete this Offering within 12 months from the issua

240、nce date of notification,and the Offering is still under progress,we are required to update the filing materials with the CSRC.Further,we are required to complete the filing procedure with the CSRC under the Trial Measures for any future offerings or any other capital raising activities once listed,

241、and wecannot assure you that we will be able to complete such filings in a timely manner,or at all.The Overseas Listing Regulations may subject us to additional compliance requirements inthe future,and we cannot assure you that we will be able to get the clearance of filing procedures under the Over

242、seas Listing Regulations on a timely basis,or at all.Any failure of usto fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares,cause significant disruptionto our business operations,and severely damage

243、 our reputation,which would materially and adversely affect our financial condition and results of operations and cause our OrdinaryShares to significantly decline in value or become worthless.132024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Arch

244、ives/edgar/data/2002453/000149315224046238/formf-1.htm20/150Table of Contents As further advised by our PRC counsel,as of the date of this prospectus,except for the CSRC filing for this Offering,no effective laws or regulations in the PRC explicitlyrequire us to seek approval from any other PRC gove

245、rnmental authorities for our overseas listing plan,nor has our Company or any of our subsidiaries received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.We cannot assure you that we will remain fully compliant w

246、ithall new regulatory requirements of these opinions or any future implementation rules on a timely basis,or at all.If we are subject to additional requirements that we obtain the approvalor clearance from either the CSRC,the CAC or any other regulators in China for this Offering but fail to obtain

247、such approval or clearance,we will not be able to pursue this Offeringany further.See“Risk FactorsRisks Relating to Conducting Business in ChinaRecent regulatory developments in China may subject us to additional regulatory review orotherwise restrict or completely hinder our ability to offer securi

248、ties and raise capitals overseas,all of which could materially and adversely affect our business and cause the value ofour Ordinary Shares to significantly decline or become worthless.”and“Risks Related to Our Securities and This Offering We need to obtain the approval from the CSRC inconnection wit

249、h this Offering and listing on Nasdaq.The approval of or clearance by the CAC and other compliance procedures may be required in connection with this Offering,and,if required,we cannot predict whether we will be able to obtain such approval or clearance.”Impact of the COVID-19 Pandemic on Our Operat

250、ions and Financial Performance The COVID-19 pandemic significantly impacted our business operations in 2021,2022,and early 2023.The Chinese governments implementation of various governmentalmeasures,including lockdowns,closures,quarantines,and travel bans,had adverse effects on our product demand an

251、d manufacturing capacity.The COVID-19 sporadic outbreaks insome provinces,coupled with the normalization of the dynamic COVID-Zero policy,continued to affect our business,including aspects such as business travel,marketing,andcustomer service,throughout 2020 and 2022.Furthermore,the dynamic COVID-Ze

252、ro policy implemented during the Winter Olympic Games and the outbreak of the epidemic inShanghai in the first half of 2022 severely impacted our factories manufacturing capabilities.It is important to note that the WHO declared that COVID-19 was no longer a“globalhealth emergency”and mainland China

253、 has shifted its approach and abandoned the dynamic COVID-Zero policy.Despite this change,we acknowledge that risks associated withCOVID-19 may persist and continue to have negative repercussions for our operations.These risks include potential disruptions to logistics,supply chains,production,deliv

254、ery,aswell as the overall development of our business activities.See“Risk FactorsRisks Related to Our Business and IndustryThe COVID-19 pandemic and the effect of COVID-Zero policy in China had a material adverse effect on ourbusiness in 2021,2022,and early 2023”and“Managements Discussion and Analys

255、is of Financial Condition and Results of OperationsCOVID-19 Pandemic Affecting Our Resultsof Operations.”Implications of Being an Emerging Growth Company As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpst

256、art Our BusinessStartups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to larger publiccompanies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and

257、only two years of related Managements Discussion and Analysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elements fit with our principlesand object

258、ives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;142024/11/20 16:58sec.gov/Archi

259、ves/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm21/150Table of Contents are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly r

260、eferred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adopti

261、on of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of the IPO.Under the JOBS Act,we may take advantage

262、 of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerginggrowth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal year in which the fifth anniversary of our initial sale ofcomm

263、on equity pursuant to a registration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.235billion in annual revenue,have more than$700 million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1

264、 billion in principal amount of non-convertible debt over a three-year period.Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt fromcertain provi

265、sions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than th

266、e rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation Fair Disclosure aimed at preventing issuers from making selective disclosures of material informati

267、on;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security registered under theExchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public r

268、eports of their share ownership and trading activities and establishing insiderliability for profits realized from any“short-swing”trading transaction.We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year.Press releases relating to financial resu

269、lts and material events willalso be furnished to the SEC on Form 6-K.However,the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that requiredto be filed with the SEC by U.S.domestic issuers.As a result,you may not be afforded the sam

270、e protections or information that would be made available to you were you investing in aU.S.domestic issuer.The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country,which for us is the Cayman Islands,rather than the Nasdaq rules asto certain corpora

271、te governance requirements,including the requirement that the issuer have a majority of independent directors,the audit committee,compensation committee,andnomination committee requirements,the requirement to disclose third-party director and nominee compensation,and the requirement to distribute an

272、nual and interim reports.A foreignprivate issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it doesnot follow and describe the home country practice followed by the issuer in

273、lieu of such requirements.Although we do not currently intend to take advantage of these exceptions to theNasdaq corporate governance rules,we may in the future take advantage of one or more of these exemptions.See“Risk FactorsRisks Relating to this Offering and the TradingMarketBecause we are a for

274、eign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have less protection thanyou would have if we were a domestic issuer.”152024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archiv

275、es/edgar/data/2002453/000149315224046238/formf-1.htm22/150Table of Contents THE OFFERING Securities offered by us 1,250,000 Ordinary Shares Over-allotment option We have granted the underwriters an option,exercisable for 45 days from the closing of this Offering,to purchase up to an aggregate of 187

276、,500additional Ordinary Shares at the initial public offering price,less underwriting discounts.Price per Ordinary Share We currently estimate that the initial public offering price will be$4.00 per share.Ordinary Shares outstanding priorto completion of this Offering 10,000,000 Ordinary Shares.See“

277、Description of Share Capital”for more information.Ordinary Shares outstandingimmediately after this Offering 11,250,000 Ordinary Shares assuming no exercise of the underwriters over-allotment option.11,437,500 Ordinary Shares assuming full exercise of the underwriters over-allotment option.Listing W

278、e have submitted an application to have our Ordinary Shares listed on the Nasdaq Capital Market.Ticker symbol STAK Transfer Agent VStock Transfer,LLC Use of proceeds We intend to use the proceeds from this Offering to set up a qualified factory,for research and development,and for working capital an

279、d othergeneral corporate purposes.See“Use of Proceeds”on page 37 for more information.Representatives warrant We have agreed to issue warrants(the“Representatives Warrants”)to the representative of the underwriters to purchase such number of OrdinaryShares equal to 5%of the total number of Ordinary

280、Shares sold in this Offering(including any Ordinary Shares sold pursuant to the exercise ofthe over-allotment option).Such warrants shall have an exercise price equal to 120%of the offering price of the Ordinary Shares sold in thisOffering and may be exercised on a cashless basis.The Representatives

281、 Warrants will be exercisable commencing from the commencement ofsales of this Offering and will terminate on the fifth anniversary of the commencement of sales for this Offering.Lock-up Our directors and officers and holders of 5%or more of our outstanding Ordinary Shares as of the effective date o

282、f this registration statement willenter into customary“lock-up”agreements in favor of the underwriters for a period of six(6)months from the closing of this Offering.We haveagreed with the underwriters that,for a period of eighteen(18)months from the closing of this Offering,we will not(a)offer,issu

283、e,sell,contractto sell,encumber,grant any option for the sale of,or otherwise dispose of any of our securities,subject to certain exceptions,without priorconsent of the representative of the underwriters;(b)file or caused to be filed any registration statement with the SEC relating to the offering o

284、fany capital shares or any securities convertible into or exercisable or exchangeable for capital shares;or(c)enter into any swap or otheragreement or arrangement that transfers,in whole or in part,any of the economic consequences of ownership of the Ordinary Shares.See“Underwriting”for more informa

285、tion.Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors”beginning on page 17 for a discussion offactors to consider before deciding to invest in our Ordinary Shares.162024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-

286、1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm23/150Table of Contents RISK FACTORS Risks Related to Our Business and Industry Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical gro

287、wth rates.Our operating history may not be indicative of our future growth or financial results.There is no assurance that we will be able to increase our revenues in future periods.Ourgrowth rates may decline for any number of possible reasons,and some of them are beyond our control,including decre

288、asing customer demand,increasing competition,declining growthof the marketing industry in general,emergence of alternative business models,or changes in government policies or general economic conditions.We will continue to expand our salesnetwork and product offerings to bring greater convenience t

289、o our customers and to increase our customer base and number of transactions.However,the execution of our expansion planis subject to uncertainty and the total number of items sold and number of transacting customers may not grow at the rate we expect for the reasons stated above.If our growth rates

290、decline,investors perceptions of our business and prospects may be adversely affected and the market price of our Ordinary Shares could decline.We cannot assure you that we will maintain profitability.We accounted$2.4 million and$3.5 million net profit for the fiscal years ended June 30,2024 and 202

291、3,respectively.However,we may not be able to maintain or increase ourlevel of profitability.We may raise additional working capital if our working capital is not sufficient for our future development.In addition,as a public company,we will incur accounting,legal and other expenses.These expenditures

292、 may make us continue to raise additional working capital.Our efforts to grow our business may be costlier than we expect,and we may notbe able to generate sufficient revenue to offset our increased operating expenses.We may incur losses in the future for a number of reasons,including unforeseen exp

293、enses,difficulties,complications and delays and other unknown events.Accordingly,we cannot assure you that we will maintain operating profits as we continue to expand our business,and otherwiseimplement our growth initiatives.We operate in a volatile industry where the demand for oil equipment can f

294、luctuate significantly,often in correlation with oil and natural gas prices,which makes it difficult forinvestors to evaluate our future prospects,and we cannot assure you that our current or future strategies will be successfully implemented or will generate sustainable profit.We are a fast-growing

295、 company specializing in the research,development,manufacturing,and sale of oilfield-specialized production and maintenance equipment.We design andmanufacture oilfield-specialized production and maintenance equipment,then collaborate with qualified specialized vehicle manufacturing companies to inte

296、grate the equipment ontovehicle chassis,producing specialized oilfield vehicles for sale.Additionally,we sell oilfield-specialized equipment components,related products,and provide automation solutions.Themarket in which our customers operate can fluctuate significantly,often in correlation with oil

297、 and natural gas prices,and the industry may not develop as we anticipate.As our businessdevelops in response to oil prices and market competition,we may need to impose more rigorous risk management systems and policies,which may negatively affect the growth of ourbusiness.Any significant change to

298、our business model may not achieve the expected results and may materially and adversely affect our financial condition and results of operations.It istherefore difficult to accurately predict our prospects.We have a limited operating history and experience in specialized oilfield equipment and inte

299、grated solutions,which makes it difficult to evaluate our business.We cannot assure youthat the market for our products will develop as we expect or that we will be able to maintain the growth rate that we have experienced to date.In early 2020,we started our focus on the production of oilfield-spec

300、ialized and maintenance equipment,leading to the establishment of YLAN,our operating subsidiary.Sincethen we have achieved rapid growth in terms of customer base and revenue.For the fiscal years ended June 30,2024 and 2023,our specialized oilfield equipment revenue accounted for46.9%and 65.8%of our

301、total revenue,respectively.However,our limited operating history in our services to provide specialized oilfield equipment and integrated solutions may not beindicative of our future growth or financial results.There is no assurance that we will be able to maintain our historical growth rates in fut

302、ure periods.Our growth prospects should beconsidered in light of the risks and uncertainties that fast-growing companies with a limited operating history and experience in our industry may encounter,including,among others,risksand uncertainties regarding our ability to:expand our products and servic

303、es offering;172024/11/20 16:58sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm24/150Table of Contents retain existing customers and attract new customers;offer customized and comprehensive services tailore

304、d to the needs of oilfield maintenance and service companies throughout their lifecycles;successfully compete with other companies that are currently in,or may in the future enter,our industry or similar industries;obtain permits of specialized vehicles manufacture;and observe and strategize on the

305、latest market trends.All of these endeavors involve risks and will require significant allocation of management and employee resources.We cannot assure you that we will be able to effectivelymanage our growth or implement our business strategies effectively.If the market for our services does not de

306、velop as we expect or if we fail to address the needs of this dynamic market,our business,results of operations,and financial condition will be materially and adversely affected.Failure to maintain and enlarge our customer base or strengthen customer engagement may adversely affect our business and

307、results of operations.Our revenue growth depends on our ability to maintain and enlarge our customer base and strengthen customer engagement so that more of oilfield services companies willreplace the products and services of our competitors with ours,which will contribute to our revenue growth.Our

308、customers may not continue to use our solutions once their existingcontract expires or they may not purchase additional solutions from us.This risk is especially apparent in circumstances where it is inexpensive for them to switch service or productsproviders.Our ability to maintain and enlarge our

309、customer base and strengthen our customer engagement will depend on many factors,some of which are out of our control,including:our ability to continually innovate our solutions in response to evolving customer demands and expectations and intense market competition;our ability to customize solution

310、s for different oilfield maintenance and service companies;customer satisfaction with our products,including any oilfield specialized maintenance and service vehicles that we may develop,and the competitiveness of our oilfieldspecialized equipment;and the effectiveness of our solutions in helping ou

311、r customers improve oilfield maintenance efficiency,enhance service quality,and reduce operation or repair costs.Failure to maintain the quality of our products and services could have a material and adverse effect on our reputation,financial condition and results of operations.The quality of our pr

312、oducts and services is critical to our success.We pay close attention to quality control,monitoring our products and services.Yet,maintaining consistentproduct and service quality depends significantly on the effectiveness of our quality control system,which in turn depends on a number of factors,in

313、cluding but not limited to the design ofour quality control system,employee training to ensure that our employees adhere to and implement our quality control policies and procedures and the effectiveness of monitoring anypotential violation of our quality control policies and procedures.There can be

314、 no assurance that our quality control system will always prove to be effective.Furthermore,given that we donot have permits to manufacture specialized vehicles in mainland China,we cooperate with the qualified manufactures to assemble the oilfield-specialized vehicles.Therefore,we may nothave suffi

315、cient controls over the quality of the final products to be delivered to the end-users.In the event that our qualified manufacturers cannot meet our requirement or standard,ourclients may not purchase our products and our reputation will suffer.182024/11/20 16:58sec.gov/Archives/edgar/data/2002453/0

316、00149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm25/150Table of Contents In addition,the quality of the materials provided by our suppliers is subject to factors beyond our control,including the effectiveness and efficiency of their quality co

317、ntrol system,among others.There can be no assurance that our suppliers may always be able to adopt appropriate quality control systems and meet our quality control requirements in respect of theservices they provide.Any failure of our business partners to provide satisfactory services could harm our

318、 reputation and adversely impact our operations.In addition,we may be unable toreceive sufficient compensation from business partners for the losses caused by them.We depend on our cooperation with our suppliers.Our business may be negatively affected if such suppliers do not continue their relation

319、ship with us or if their operations fail.We cooperate with various suppliers when conducting our business.We have two and three suppliers who accounted for more than 10%of the Companys purchase in the yearsended June 30,2024 and 2023,respectively.If we are not able to retain our existing suppliers,t

320、he quality of our products and services may decline,which will hinder our business growth.The occurrence of any of these circumstances may significantly hinder our ability to carry out our business operations and increase the customer base we can reach,and may significantlyincrease our expense and t

321、hus our business,financial condition,results of operation,and prospects may be materially and adversely affected.Furthermore,our oilfield vehicles business relies on qualified vehicles manufacturers in mainland China to assemble the oilfield-specialized vehicles by using the oilfieldmaintenance equi

322、pment manufactured by us.However,we may not have sufficient controls over the quality of the final products assembled by the qualified vehicles manufacturers.In theevent that the qualified vehicles manufacturers cannot meet our requirements or standards,our clients may not purchase our products and

323、our reputation will suffer.We may experience significant liability claims or complaints from customers,litigation and regulatory investigations and proceedings.Any complaints or claims against us,even if meritless and unsuccessful,may divert management attention and other resources from our business

324、 and adversely affect our businessand operations.Customers may lose confidence in us and our brand,which may adversely affect our business and results of operations.Furthermore,negative publicity including but notlimited to negative online reviews on social media and crowd-sourced review platforms,w

325、hether or not accurate,and whether or not concerning our services,can adversely affect ourbusiness,results of operations and reputation.We may face exposure to claims and lawsuits arising from our products and services.These claims could divert management time and attention away from our business an

326、d resultin significant costs to investigate and defend,regardless of the merits of the claims.In some instances,we may elect or be forced to pay substantial damages if we are unsuccessful in ourefforts to defend against these claims,which could harm our business,financial condition and results of op

327、erations.In addition,our directors,management and employees may from timeto time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and expense in relation to commercial,labor,employment,securities orother matters,which could adversely affect

328、 our reputation and results of operations.As of the date of this prospectus,we are not aware of any warning,investigations,prosecutions,disputes,claims or other proceedings in respect of customer rights protection,norhave we been punished or can foresee any punishment to be made by any government au

329、thorities of the PRC or any in any overseas jurisdiction.We are dependent on our top customers.If we fail to acquire new customers or retain existing customers in a cost-effective manner,our business,financial condition and results ofoperations may be materially and adversely affected.Maintaining ex

330、isting customers and developing new customers are essential to our success.We are heavily dependent on our top customers,who are dealers that purchase ourproducts and resell to the downstream end-users,oilfield service companies.For the year ended June 30,2024,our three top customers contributed app

331、roximately 67%to our revenue.Wedo not maintain long-term agreements with the top customers and the services agreements with the top customers are made on a per-project basis.Therefore,we cannot be certain that ourrevenues from the top customers will continue.192024/11/20 16:58sec.gov/Archives/edgar/

332、data/2002453/000149315224046238/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2002453/000149315224046238/formf-1.htm26/150Table of Contents Our ability to cost-effectively attract new customers and retain existing customers,especially our top customers,is crucial to driving net income growth and

333、 achievingprofitability.We promote and attract new customers who are our customers that promote our products to the downstream end-users,oilfield service companies,through methods includingcultivating positive word-to-mouth referrals within the industry and proactively expanding our business through our sales team.We also expect to continue to invest significantly to acquirenew customers and retai