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1、F-1/A 1 e6253_f1a4.htm FORM F-1/A4 As filed with the U.S.Securities and Exchange Commission on January 8,2025.Registration Statement No.333-281857 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.4 toForm F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Ruany

2、un Edai Technology Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7372 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Empl

3、oyer Identification Number)No.698 Jing Dong Avenue,ZheJiang University HighTech CampusNanchang,Jiangxi,China 3300960791-88567739 (Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 197

4、11302-738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Clayton E.Parker,Esq.Ying Li,Esq.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112

5、225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm1/446Hillary ORourke,Esq.K&L Gates LLPSoutheast Financial Center,Suite 3900200 South Biscayne BoulevardMiami,Florida 33131-2399Telephone:305-539-3300Guillaume de Sampigny,Esq.Hunter Taubman Fische

6、r&Li LLC950 Third Avenue,19th FloorNew York,NY 10022Telephone:212-530-2206 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement becomes effective.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:

7、/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm2/446 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,as amended,check the followingbox.If this Form is filed to r

8、egister additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursua

9、nt to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the

10、following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company.If an emerging

11、 growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securiti

12、es Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay

13、 its effective date until the registrant shall file a further amendment whichspecifically 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 registrationstatement shall become effective on suc

14、h date as the Commission,acting pursuant to such Section 8(a),may determine.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm3/446 The information in this prospectus is not complete and

15、 may be changed.We may not sell these securities until the registration statement filed with the U.S.Securities and Exchange Commissionis effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer o

16、r sale is not permitted.SUBJECT TO COMPLETION,DATED JANUARY 8,2025 PRELIMINARY PROSPECTUS 3,750,000 Ordinary Shares Ruanyun Edai Technology Inc.We are offering 3,750,000 ordinary shares.This is the initial public offering of ordinary shares of Ruanyun Edai Technology Inc.The offering price of our or

17、dinary shares in this offering isexpected to be between$4.00 and$5.00 per share.Prior to this offering,there has been no public market for our ordinary shares.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“RYET.”There is no assurance that such application w

18、ill be approved,and if our application isnot approved,this offering will not be completed.This offering is contingent upon final approval of the listing of our ordinary shares on the Nasdaq Capital Market.Investing in our ordinary shares is highly speculative and involves a high degree of risk.Befor

19、e buying any shares,you should carefully read the discussion of material risks ofinvesting in our ordinary shares in“Risk Factors”beginning on page 25 of this prospectus.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced public compa

20、ny reporting requirements.See“ProspectusSummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer”for additional information.We may also be eligible to utilize the“controlled company”exemptions under the Nasdaq corporate governance rules as more than 50%of our voting power

21、 following the consummation ofthis offering will be held by an individual,a group or another company,specifically the group of shareholders that have executed the Concerted Action Agreement and that collectively hold68.17%of our shares immediately prior to this offering and will collectively hold 60

22、.59%of our shares immediately after this offering.However,even if we are deemed a“controlledcompany”,we do not intend to utilize the“controlled company”exemptions under the Nasdaq corporate governance rules following the consummation of this offering.See“ProspectusSummaryImplications of Being a Cont

23、rolled Company”for additional information.We are not a Chinese operating company but a Cayman Islands holding company with no operations.We conduct substantially all of our operations in the Peoples Republic of China,or thePRC or China,through Jiangxi Ruanyun,the variable interest entity,or the VIE,

24、and its subsidiaries through certain Contractual Arrangements(as defined below).We do not have any equityownership of the VIE,instead,we have the power to direct the activities and receive the economic benefits and absorb losses of the VIEs business operations through certain ContractualArrangements

25、 and the VIE is consolidated for accounting purposes.This structure involves unique risks to investors.Investors are cautioned that they are buying shares of a Cayman Islands holding company with operations conducted in the PRC by a variable interest entity and its subsidiaries.Under the Contractual

26、 Arrangements,cash is transferred among the Company,Rollingthunder Technology(Jiangxi)Co.,Ltd,or our WFOE,Soft Cloud and the VIE,in the followingmanners:(i)dividends or other distributions may be paid by Rollingthunder Jiangxi,or our WFOE,to the Company through our Hong Kong subsidiary;2025/1/10 11:

27、30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm4/446(ii)Ruanyun Edai Technology Inc.,or Ruanyun(the Cayman Islands holding company)transfers proceeds raised through this offering or any other offe

28、ring we conduct at this level to ourwholly owned subsidiary,Soft Cloud Technology Limited,or Soft Cloud,which in turn transfers such proceeds down to the WFOE in the form of capital contributions or shareholder loans,asthe case may be,which in turn transfers such proceeds in the form of loans to the

29、 VIE pursuant to the Contractual Arrangements,for the purpose of conducting business operations;and(iii)funds,may be paid by Jiangxi Ruanyun,or the VIE,to Rollingthunder Jiangxi,or our WFOE,as service fees according to the Contractual Arrangements.In August 2021,Jiangxi Ruanyun paid Rollingthunder J

30、iangxi a loan of RMB 3,000(approximately$467)for Rollingthunder Jiangxi to pay bank fees.As of the date of this prospectus,thishas not been repaid.It is expected to be repaid after the consummation of this offering.Other than this,as of the date of this prospectus,there were no cash flows among the

31、Company,SoftCloud,our WFOE,and Jiangxi Ruanyun,or the VIE.As of the date of this prospectus,no dividends or distributions have been made to the respective shareholders of such entities.For theforeseeable future,the VIE intends to keep any future earnings to re-invest in and finance the expansion of

32、its business.We currently do not maintain any cash management policies that dictatethe purpose,amount and procedure of cash transfers among the Company,Soft Cloud,our WFOE,the VIE,or investors.Rather,the funds can be transferred in accordance with applicable PRClaws and regulations.For more details,

33、see“Prospectus Summary”and“Regulations-Regulations Relating to Foreign Exchange Registration of Overseas Investment by PRC Residents.”Seealso the condensed consolidating schedules beginning on page 22 and the consolidated financial statements included elsewhere in this prospectus.i2025/1/10 11:30sec

34、.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm5/446 The transfer of funds and assets between Ruanyun,its Hong Kong subsidiary,the WFOE and the VIE and its subsidiaries is subject to risks.To the exten

35、t the funds or assets of a PRCsubsidiary are in the PRC,the funds or assets may not be available to fund operations or for other use outside of the PRC,due to the requirements imposed by relevant laws.Based on HongKong laws and regulations,as at the date of this prospectus,there is no restriction im

36、posed by the Hong Kong government on the transfer of capital within and out of Hong Kong(includingfunds from Hong Kong to the PRC),except transfer of funds involving money laundering and criminal activities.See“Risk FactorsRisks Related to Doing Business in ChinaPRCregulation of loans to and direct

37、investment in PRC entities by offshore holding companies and governmental regulation of currency conversion may affect us using the proceeds of this offeringto make loans or additional capital contributions to our PRC subsidiary,which could materially and adversely affect our liquidity and our abili

38、ty to fund and expand our business.”The ordinary shares offered in this offering are shares of our offshore holding company,Ruanyun Edai Technology Inc.,instead of shares of the VIE or its subsidiaries in China.Investorsare cautioned that they are buying shares of the Cayman Islands holding company

39、with operations conducted in the PRC by the VIE and its subsidiaries,and that they may never hold equityinterests in the PRC operating companies.For a description of the Contractual Arrangements,see“Corporate History and StructureContractual Arrangements.”Based on the ContractualArrangements,we acco

40、unt for Jiangxi Ruanyun as a VIE.More specifically,we have the power to direct the activities of Jiangxi Ruanyun and become the primary beneficiary of JiangxiRuanyun for accounting purposes through such Contractual Arrangements,which are less effective than direct ownership.Our power to direct the a

41、ctivities of Jiangxi Ruanyun and our positionof being the primary beneficiary of Jiangxi Ruanyun for the accounting purposes are limited to the conditions that we met for consolidation of Jiangxi Ruanyun under the accounting principlesgenerally accepted in the United States of America,or U.S.GAAP.Su

42、ch conditions include that(i)we have the power to direct the activities that could most significantly affect the economicperformance of Jiangxi Ruanyun and(ii)we are entitled to receive benefits and obligated to absorb losses from Jiangxi Ruanyun that could potentially be significant to Jiangxi Ruan

43、yun.Accordingly,we consolidate the accounts of Jiangxi Ruanyun for the periods presented herein for accounting purposes,in accordance with Regulation S-X-3A-02 promulgated by the SEC,andASC Topic 810-10,Consolidation:Overall.Only if we meet the aforementioned conditions to be the primary beneficiary

44、 of Jiangxi Ruanyun under U.S.GAAP,we will consolidate JiangxiRuanyun and Jiangxi Ruanyun will be treated as our consolidated affiliated entities for accounting purposes.The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law proh

45、ibits direct foreign investment in the operatingcompanies.We acknowledge that this structure may be invalidated in the future due to the requirements of relevant regulations,which would likely result in a material change in our operationsand/or value of our ordinary shares,including that it could ca

46、use the value of such securities to significantly decline or become worthless.Furthermore,the Contractual Arrangements have notbeen tested in a court of law.For a description of the Contractual Arrangements,see“Corporate History and StructureOur Contractual Arrangements.”Please also see our“Risk Fac

47、tors”for adetailed discussion of risks facing the Company and the offering as a result of this structure.In addition,on April 7,2024,KWest Holdings Ltd,our largest shareholder,and its shareholder,Yan Fu,our director and chief executive officer and chief executive officer of JiangxiRuanyun,entered in

48、to a Concerted Action Agreement with five other major shareholders holding more than 5%of our shares or voting rights,namely ZC Investment Limited,Four OceanHolding Ltd,Chao Xian Holding Limited,LBH Hope Investment Limited,and Five Mountains Holding Ltd and their respective shareholders,Cong Zhao,ou

49、r chief technology officer,JianZhan,Bin Wang,Baihua Li,and Zijun Chen.The Concerted Action Agreement stipulates that each of the above major shareholders shall adopt the same intention and maintain full unanimitywhen exercising the right to make proposals to shareholders meetings and exercising the

50、right to vote at shareholders meetings in respect of major matters relating to the Companys operationand development.Article 1.2 of the Concerted Action Agreement further requires that,during its term,if any of the parties to the Concerted Action Agreement become members of theCompanys board of dire

51、ctors during its term,they must vote unanimously on all matters requiring approval of the board of directors,not just those related to annual meeting proposals.Moreover,in the event that full unanimity cannot be reached,the decision to act in concert shall be made in accordance with the majority sha

52、reholding,whereby the opinion supported by themajority of voting rights among the parties to the Concerted Action Agreement will be binding on all parties to the Concerted Action Agreement,and the other parties to the Concerted ActionAgreement must act in accordance with this majority decision.The a

53、bove persons acting in concert collectively hold 68.17%of our shares immediately prior to this offering,and willcollectively hold 60.59%of our shares immediately after this offering,giving them substantial influence over the Companys strategic direction and operational decisions.We currently conduct

54、 substantially all of our operations in,and substantially all of our revenue is generated in,the PRC.Accordingly,the relations between China and the United States,orChinese or United States regulations may materially and adversely affect our business,financial condition and results of operations.PRC

55、 laws and regulations governing our current businessoperations are sometimes subject to changes and different interpretations,which changes may be announced or implemented with little or no advance notice,and the Chinese government may2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/00017311222500

56、0046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm6/446exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,and therefore,these risks may result in a materialchange

57、 in our operations and the value of our securities,or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors.Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are

58、conducted overseas and/or foreign investments in China-based issuers.On February 17,2023,the China Securities Regulatory Commission,or the CSRC,announced the Circular on the Administrative Arrangements for Filing of Securities Offeringand Listing By Domestic Companies,or the Circular,and released a

59、set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies,or the Trial Measures,and five supporting guidelines.The Trial Measures came into effect on March 31,2023.The Trial Measures refine the regulatory system bysubj

60、ecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.Requirements for filing entities,time points and procedures are specified inthe Trial Measures.A PRC domestic company that seeks to offer and list securities in overseas markets shall ful

61、fill the filing procedure with the CSRC per the requirements of the TrialMeasures.Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate a major domestic operating entity,which shall,as thedomestic responsible entity,file with the CS

62、RC.The Trial Measures also lay out requirements for the reporting of material events.Breaches of the Trial Measures,such as offering and listingsecurities overseas without fulfilling the filing procedures,shall bear legal liabilities,including a fine between RMB 1.0 million(approximately$140,000)and

63、 RMB 10.0 million(approximately$1.4 million),and the Trial Measures heightens the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status ofrelevant market participants into the Securities Market Integrity Archives.As our PRC subsidiary,th

64、e VIE and the VIEs subsidiaries accounted for more than 50%of our consolidated revenues,profit,total assets or net assets for the fiscal year ended March 31,2024 and the six months ended September 30,2024,and the key components of our operations are carried out in the PRC,this offering is considered

65、 an indirect offering(i.e.,an indirectoverseas listing),and we were required to file with the CSRC pursuant to the Circular and Trial Measures.We submitted the required filing materials to the CSRC in July 2023 and completedthe CSRC filing procedure,and received approval from the CSRC,for this offer

66、ing in April 2024.ii2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm7/446 As of the date of this prospectus,except for in connection with the approval from the CSRC noted above,we have

67、 not received any formal inquiry,notice,warning,sanction,or objectionfrom the CSRC with respect to this offering.However,any failure or perceived failure of us to fully comply with any new regulatory requirements could significantly limit or completely hinderour ability to offer or continue to offer

68、 securities to investors,cause significant disruption to our business operations,and severely damage our reputation,which could materially and adverselyaffect our financial condition and results of operations and could cause the value of our securities to significantly decline or be worthless.See“Ri

69、sk FactorsRisks Related to Doing Business in ChinaThe approval of the CSRC under PRC law is required in connection with this offering and has been obtained;however anyfailure or perceived failure of us to fully comply with any new regulatory requirements could significantly limit or completely hinde

70、r our ability to offer or continue to offer securities toinvestors,cause significant disruption to our business operations,and severely damage our reputation,which could materially and adversely affect our financial condition and results ofoperations and could cause the value of our securities to si

71、gnificantly decline or be worthless.”We are still subject to the uncertainty of different interpretation and enforcement of the rules andregulations in the PRC adverse to us,which may be announced or implemented with little or no advance notice,and which may materially and adversely impact our resul

72、ts of operations and thevalue of our ordinary shares,may limit or completely hinder our ability to offer or continue to offer securities to investors,and/or may cause the value of such securities to significantly declineor be worthless.Recently,the Chinese government promulgated a series of statemen

73、ts and actions to regulate business operations in China,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over China-based companies listed overseas using variable interest entity structures,adopting new measures to extend the scope of cybersecurity reviews,

74、andexpanding efforts with respect to anti-monopoly enforcement.For example,the General Office of the Central Committee of the Communist Party of China and the General Office of the StateCouncil jointly issued the“Opinions on Severely Cracking Down on Illegal Securities Activities According to Law”,o

75、r the Opinions,which were made available to the public on July 6,2021.The Opinions emphasized the need to strengthen administration over illegal securities activities and the need to strengthen supervision with respect to overseas listings of Chinese companies.Moreover,the Cyberspace Administration

76、of China,or the CAC,promulgated the Cybersecurity Review Measure that became effective on February 15,2022,which extend the scope ofcybersecurity review to data processing operators engaging in data processing activities that affect or may affect national security,including listing in a foreign coun

77、try,and require a mandateclearance of cybersecurity review to be completed by network platform operator that possess personal information of more than one million users.As a network platform operator who possessespersonal information of more than one million users for purposes of the Cybersecurity R

78、eview Measure,we applied for a cybersecurity review with the CAC with respect to this offering,i.e.,our proposed overseas listing,pursuant to the Cybersecurity Review Measure.Based on our understanding of the current PRC laws,rules,and regulations and the advice of our PRC legalcounsel,Jingtian&Gong

79、cheng,the VIE and its subsidiaries are deemed a“personal information processor”under the Law on Personal Information Protection,or the PIP Law,because theyprocess personal information authorized by legal owners pursuant to signed agreements,which permit the use of such information to provide service

80、s within the authorization period.However,neither we nor the VIE or its subsidiaries is an operator of any“critical information infrastructure”as defined under the Cybersecurity Law and the Regulations on Security Protection of CriticalInformation Infrastructure(promulgated on July 30,2021),as none

81、of the entities engage in important public communication and information services,energy,transportation,waterconservancy,finance,public services,e-government,defense technology and industry,as well as other important network facilities,information systems that may seriously endanger nationalsecurity

82、,national economy and peoples livelihood.Subsequently,in July 2023,we received notification from the CAC stating that our proposed overseas listing,i.e.,this offering,is not subjectto a cybersecurity review by the CAC.In addition,on July 7,2022,the CAC promulgated the Measures for the Security Asses

83、sment of Data Cross-border Transfer,effective on September 1,2022,which requires the dataprocessors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances:(i)any data processor transfers important data to overseas;(ii)anycritical information infra

84、structure operator or data processor who processes personal information of over 1 million people provides personal information to overseas;(iii)any data processor whoprovides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive perso

85、nal information of more than 10,000 people to overseassince January 1st of the previous year;and(iv)other circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC.As of the date of thisprospectus,we believe the VIE and its subsidiaries have no

86、ne of the aforesaid circumstances.Therefore,the VIE and its subsidiaries are currently not subject to the data cross-border securityassessment.However,if such assessment is required in the future,we cannot assure you that we will complete the relevant procedure on a timely basis.See“Risk Factor We a

87、re subject to avariety of laws and other obligations regarding data protection,and any failure to comply with applicable laws and obligations could have a material adverse effect on our business,financialcondition and results of operations.”2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/00017311

88、2225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm8/446iii2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm9/446 On December 18,20

89、20,the Holding Foreign Companies Accountable Act,or the HFCAA,was signed into law,requiring a foreign company to certify it is not owned or controlled by aforeign government if the Public Company Accounting Oversight Board,or the PCAOB,is unable to audit specified reports because the company uses a

90、foreign auditor not subject to PCAOBinspection.If the PCAOB is unable to inspect the companys auditors for two consecutive years,the issuers securities are prohibited to trade on a U.S.securities exchange or U.S.over-the-counter market.Marcum Asia CPAs LLP,or MarcumAsia,was our independent auditor f

91、rom 2023 to 2023.MarcumAsia was a PCAOB-registered public accounting firm headquartered in NewYork during the time it served as our independent auditor.Audit Alliance LLP has been our independent auditor since 2023.Our current auditor,Audit Alliance LLP,is a PCAOB registeredpublic accounting firm he

92、adquartered in Singapore.Our current and former auditors are both subject to laws in the United States pursuant to which the PCAOB conducts regular inspections toassess an auditors compliance with the applicable professional standards,and have been inspected by the PCAOB on a regular basis.The PCAOB

93、 currently has access to inspect theworkpapers of our auditor and our auditor was not subject to the determinations announced by the PCAOB on December 16,2021,which determinations were vacated by the PCAOB onDecember 15,2022.Pursuant to the HFCAA,the SEC has the power to identify issuers whose audit

94、ors the PCAOB is unable to inspect or investigate completely because of a position taken by an authority inany non-U.S.jurisdiction,or a PCAOB-Identified Firm.The SEC will provisionally identify any such issuer as a“Commission-Identified Issuer”on the SECs website.If we are identified as aCommission

95、-Identified Issuer by the SEC,we may be subject to restrictions under such rules including prohibitions on the trading of our shares,either temporarily or indefinitely.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,or the AHFCAA,which was enacted on

96、December 29,2022 underthe Consolidated Appropriations Act,2023,as further described below,and amended the HFCAA to decrease the number of non-inspection years under the HFCAA from three years to two,thus reducing the time period before an issuers securities may be prohibited from trading on any U.S.

97、securities exchange or any U.S.over-the-counter market or delisted.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol,or the SOP,with the CSRC and the Ministry of Finance of China.The SOP,together with twoprotocol agreements governing inspections and investigations,or t

98、ogether,the SOP Agreement,established a specific,accountable framework to make possible complete inspections andinvestigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete acces

99、s to inspect and investigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong completely in 2022.The PCAOB vacated its previous December 16,2021 determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headqu

100、artered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,andour aud

101、itors,control.Chinese authorities will need to ensure that the PCAOB continues to have full access for inspections and investigations in the future.Each year,the PCAOB willdetermine whether it can inspect and investigate completely audit firms in China and Hong Kong,among other jurisdictions.If the

102、Chinese authorities do not allow the PCAOBcomplete access for inspections and investigations for two consecutive years,the SEC would prohibit trading in the securities of issuers engaging those audit firms,as required underthe HFCAA and the AHFCAA and per the Consolidated Appropriations Act,2023.On

103、December 29,2022,the U.S.President signed into law the Consolidated Appropriations Act,2023,which,among other things,amended the HFCAA to reduce the number ofconsecutive years an issuer can be identified as a Commission-Identified Issuer before the SEC must impose an initial trading prohibition on t

104、he issuers securities from three years to two years.Therefore,once an issuer is identified as a Commission-Identified Issuer for two consecutive years,the SEC is required under the HCFAA to prohibit the trading of the issuers securities on anyU.S.securities exchange or any U.S.over-the-counter marke

105、t.As noted above,on December 15,2022,the PCAOB vacated its previous 2021 determinations that it was unable to inspect andinvestigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong.iv2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/0001731122250000

106、46/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm10/446 For further information relating to the HFCAA and the AHFCAA,see“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and the PublicCompany Accounting Oversi

107、ght Board,or the PCAOB,proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and morestringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially non-U.S.auditors who are not

108、inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering.”Unless otherwise indicated or the context otherwise requires,all references in this prospectus to the terms the“Company,”“we,”“us”and“our”refer to Ruanyun Edai Technology Inc.,orRuanyun,and its direct and indirect subs

109、idiaries,including Soft Cloud Technology Limited,or Soft Cloud,and Rollingthunder Technology(Jiangxi)Co.,Ltd,or Rollingthunder Jiangxi,or ourWFOE,which we define as our“PRC subsidiary”,but not including Jiangxi Ruanyun Technology Co.,Ltd.,the variable interest entity,which we define as the“VIE”herei

110、n or“JiangxiRuanyun”,and the subsidiaries of the VIE including Jiangxi Alphabet Technology Co.,Ltd.,or Jiangxi Alphabet,Jiangxi Huizuoye Technology Co.,Ltd,and Jiangxi Jiaotou Technology Co.,Ltd,Jiangxi Ruanyun Zhitou Education Consulting Co.,Ltd.or Ruanyun Zhitou,Inner Mongolia Mengyun Digital Tech

111、nology Co.,Ltd,or Mengyun Digital,and the branch office of the VIErefers to Jiangxi Ruanyun Technology Co.,Ltd.(Shenzhen Branch),or Shenzhen Ruanyun.We refer to the VIE,together with its subsidiaries and branch office as“the VIE and its subsidiaries”herein.As a holding company with no material opera

112、tions of our own,we,Ruanyun,conduct our operations through the VIE and its subsidiaries in China based on the ContractualArrangements.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequa

113、cy ofthis prospectus.Any representation to the contrary is a criminal offense.PER SHARE TOTALInitial public offering price$Underwriting discounts(1)$Proceeds,before expenses,to us$(1)We have agreed to issue,on the closing date of this offering,warrants,or the underwriters warrants,to the representat

114、ive of the underwriters,AC Sunshine Securities LLC,or therepresentative,in an aggregate amount equal to 4.5%of the aggregate number of ordinary shares sold by us in this offering,inclusive of the underwriters over-allotment option.For adescription of other terms of the underwriters warrants and a de

115、scription of the other compensation to be received by the underwriters,see“Underwriting”beginning on page 197.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket expenses)to be approximately$1.1 million,exclusive of theabove

116、 discounts.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”v2025/1/10 1

117、1:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm11/446 This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the shares if any such

118、 shares are taken.We have granted theunderwriters an option for a period of 45 days after the closing of this offering to purchase up to 15%of the total number of our ordinary shares to be offered by us pursuant to this offering(excluding shares subject to this option),solely for the purpose of cove

119、ring over-allotments,at the initial public offering price less the underwriting discounts.If the underwriters exercise theoption in full,the total underwriting discounts payable will be$1,358,438 based on an assumed initial public offering price of$4.50 per ordinary share(the midpoint of the price r

120、ange set forthon the cover page of this prospectus),and the total gross proceeds to us,before underwriting discounts,non-accountable expense allowance and expenses,will be$19,406,250.If we completethis offering,net proceeds will be delivered to us on the closing date.We will not be able to use such

121、proceeds in China,however,until we complete capital contribution procedures whichrequire prior approval from each of the respective local counterparts of Chinas Ministry of Commerce,the State Administration for Market Regulation,and the State Administration of ForeignExchange.See remittance procedur

122、es in the section titled“Use of Proceeds”beginning on page 71.The underwriters expect to deliver the ordinary shares against payment as set forth under“Underwriting”,on or about,2025.The date of this prospectus is,2025.vi2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a

123、4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm12/446 TABLE OF CONTENTS Page Prospectus Summary1Risk Factors25Special Note Regarding Forward-Looking Statements69Industry and Market Data70Use of Proceeds71Dividend Policy72Capitalization73Dilution74Exchange Rate I

124、nformation75Corporate History and Structure76Managements Discussion and Analysis of Financial Condition and Results of Operations80Business109Regulation150Management169Related Party Transactions176Principal Shareholders178Description of Share Capital and Governing Documents180Shares Eligible for Fut

125、ure Sale190Material Income Tax Considerations192Underwriting197Expenses Related to this Offering202Legal Matters203Experts203Enforcement of Liabilities205Where You Can Find Additional Information207Index to Consolidated Financial StatementsF-1 vii2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/00

126、0173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm13/446 We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize.We have not,and the underwriters have not,authorized anyon

127、e to provide you with different information,and we and the underwriters take no responsibility for any other information others may give you.We are not,and theunderwriters are not,making an offer to sell our ordinary shares in any jurisdiction where the offer or sale is not permitted.You should not

128、assume that the information contained inthis prospectus is accurate as of any date other than the date on the front cover of this prospectus,regardless of the time of delivery of this prospectus or the sale of any ordinaryshares.For investors outside the United States:Neither we nor the underwriters

129、 have done anything that would permit this offering or possession or distribution of this prospectus 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 themselves about,an

130、d observe any restrictions relating to,the offering of the ordinary shares and the distribution of this prospectus outside the United States.We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding securities are owned b

131、y non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be requiredto file periodic reports and financial statements with the Securities and Exchange Commissio

132、n,or the SEC,as frequently or as promptly as domestic registrants whose securities are registeredunder the Securities Exchange Act of 1934,as amended,or the Exchange Act.Until and including,2025(25 days after the date of this prospectus),all dealers that buy,sell or trade our ordinary shares,whether

133、 or not participating in this offering,may berequired to deliver a prospectus.This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to theirunsold allotments or subscriptions.viii2025/1/10 11:30sec.gov/Archives/edga

134、r/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm14/446 2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm1

135、5/4462025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm16/446 ix2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data

136、/1873454/000173112225000046/e6253_f1a4.htm17/446 2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm18/4462025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.

137、htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm19/446 x2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm20/446 2025/1/10 11:30sec.gov/Archives/edgar/

138、data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm21/4462025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm22/4

139、46 xi2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm23/446 CONVENTIONS THAT APPLY TO THIS PROSPECTUS We control and receive the economic benefits and absorb losses of the VIE and its

140、subsidiaries business operations through the Contractual Arrangements(defined hereinafter).Based onthe Contractual Arrangements,we account for Jiangxi Ruanyun as a VIE.More specifically,we have the power to direct the activities Jiangxi Ruanyun and become the primary beneficiary ofJiangxi Ruanyun fo

141、r accounting purposes through such Contractual Arrangements,which are less effective than direct ownership.Our power to direct the activities of Jiangxi Ruanyun and ourposition of being the primary beneficiary of Jiangxi Ruanyun for accounting purposes are limited to the conditions that we met for c

142、onsolidation of Jiangxi Ruanyun under U.S.GAAP.Suchconditions include that(i)we have the power to direct the activities that could most significantly affect the economic performance Jiangxi Ruanyun,and(ii)we are entitled to receive benefitsand obligated to absorb losses from Jiangxi Ruanyun that cou

143、ld potentially be significant to Jiangxi Ruanyun.Accordingly,we consolidate the accounts of Jiangxi Ruanyun for the periodspresented herein,in accordance with Regulation S-X-3A-02 promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.We believe the Contractual Arrangements are incomplian

144、ce with the current PRC laws and are legally enforceable.However,uncertainties in the interpretation and enforcement of the PRC laws,regulations and policies could affect thevalidity of the Contractual Arrangements or limit our ability to enforce the Contractual Arrangements.Furthermore,the Contract

145、ual Arrangements have not been tested in a court of law.As aresult,we may be unable to consolidate the VIE and its subsidiaries in the consolidated financial statements.Our position of being the primary beneficiary of the VIE and its subsidiaries alsodepends on the authorization by the shareholders

146、of the VIE to exercise voting rights on all matters requiring shareholders approval in the VIE.As of the date of this prospectus,we believe thatthe agreements on the authorization to exercise shareholders voting power are valid and legally enforceable.See“Risk Factors-Risks Related to our Corporate

147、Structure”for furtherinformation.The legal and operational risks associated with operating in mainland China may also apply to operations in Hong Kong,and we face the risks and uncertainties associated with the complexand evolving PRC laws and regulations and as to whether and how the recent PRC gov

148、ernment statements and regulatory developments would be applicable to our subsidiary in Hong Kong.We are offering ordinary shares of Ruanyun Edai Technology Inc.,a holding company incorporated in the Cayman Islands.“PRC”or“China”refers to the Peoples Republic of China.“Hong Kong”refers to the specia

149、l administrative region of the Peoples Republic of China.“RMB”or“Renminbi”refers to the legal currency of China.“HKD”or“HK$”refers to the legal currency of Hong Kong.“$”or“U.S.dollars”refers to the legal currency of the UnitedStates.“PRC laws”,“PRC laws and regulations”refers to the laws and regulat

150、ions that apply to the mainland of China,excluding,for the purpose of this prospectus,Taiwan,Hong Kong andMacau.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown as totals in some tables may not be an arithmetic aggregationof the

151、 figures that preceded them.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option and no exercise of the underwriterswarrants.Our reporting currency is U.S.dollars.The functional currency of the Company and it

152、s subsidiaries incorporated in Hong Kong is U.S.dollars.The functional currency of the CompanysPRC subsidiary,the VIE and its subsidiaries is RMB.The determination of the respective functional currency is based on the criteria of Accounting Standards Codification,or ASC,Topic 830,Foreign Currency Ma

153、tters.The consolidated financial statements are translated from the functional currency to the reporting currency,USD.We use the average exchange rate for the year andthe exchange rate at the balance sheet date to translate the operating results and financial position,except for equity,respectively.

154、For equity items,we used the historical exchange rate to2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm24/446translate the equity items from functional currency to reporting currency.

155、Translation differences are recorded in accumulated other comprehensive income,a component of shareholdersdeficits.Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates.Monetary assets and liabilitiesdeno

156、minated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date.Non-monetary items that are measured in terms of historical costs in foreigncurrency are re-measured using the exchange rates at the dates of the initial transactions.Exchange gains and losses ar

157、e included in the consolidated statements of operations and comprehensiveloss.The consolidated balance sheet amounts,with the exception of equity,at March 31,2024 and 2023 were translated RMB 7.2203 to$1.00 and at RMB 6.8676 to$1.00,respectively.Equityaccounts were stated at their historical rates.T

158、he average translation rates applied to consolidated statements of operations and cash flows for the years ended March 31,2024 and 2023 wereRMB 7.1671 to$1.00 and RMB 6.8516,respectively.The unaudited condensed consolidated balance sheet amounts,with the exception of equity,at September 30,2024 and

159、2023 weretranslated at RMB 7.0176 to$1.00 and at RMB 7.2960 to$1.00,respectively.Equity accounts were stated at their historical rates.The average translation rates applied to unaudited condensedconsolidated statements of operations and cash flows for the six months ended September 30,2024 and 2023

160、were RMB 7.2023 to$1.00 and RMB 7.1287 to$1.00,respectively.xii2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm25/446 PROSPECTUS SUMMARY The following summary highlights information co

161、ntained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our ordinaryshares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”a

162、nd ourconsolidated financial statements and the related notes thereto,in each case included in this prospectus.You should carefully consider,among other things,the matters discussed in the sectionof this prospectus titled“Business”before making an investment decision.As a holding company with no mat

163、erial operations of our own,we,Ruanyun,conduct our operations through the VIEand its subsidiaries in China based on the Contractual Arrangements.Overview-What is Ruanyun We are a data driven artificial intelligence,or A.I.,technology company focused on kindergarten through year twelve,or K-12 educat

164、ion in China.We bring technology to schools,and weare committed to reforming the traditional Chinese education and learning model by facilitating schools,teachers and students with new teaching,learning,and assessment methods in the A.I.era.We believe the road to college should come with directions.

165、Our mission is to help each K-12 student understand their specialty and find their way to higher education and future success.We believe we have one of the most comprehensive online learning ecosystems covering all K-12 subject fields and grade levels,one of the largest academic exercise question ba

166、nks that isdesigned and built for interactive learning,and one of the most advanced A.I.algorithms that power such questions,all of which are accessible online and on demand.As of December 31,2024,our online academic exercise question bank has accumulated more than 10 billion test data generated by

167、approximately 15.15 million students from more than20,000 schools.With the continuous collection and analyzing of students online learning data,our A.I.algorithms are constantly expanding and upgrading,reaching an assumed evaluationaccuracy rate of 97%(based solely on our internal calculations),allo

168、wing us to provide students with tailored and effective learning strategies.We believe that,in time,our online learningplatform will be proven revolutionary in affecting the traditional K-12 education system.As of December 31,2024,approximately 15.15 million students use Jiangxi Ruanyun to collect t

169、heir daily homework exercise data,prepare for a test or attend the Academic ProficiencyAssessment,which is an official assessment across all subjects taught in schools,conducted by the Education Testing Authority in China.This allows us to understand each student better andenables us to help them re

170、ach the next level of educational success with an effective strategy,every step of the way.We value our proprietary technologies and strong research and development capabilities,which we believe differentiate us from other companies in our industry.As of the date of thisprospectus,we have an intelle

171、ctual property portfolio consisting of 11 patents and 27 trademarks filed with the PRC State Intellectual Property Administration,96 software copyrights registeredwith the PRC State Copyright Bureau,and 27 domain names.What We Offer Over the last decade,our A.I.learning platform has expanded from le

172、arning to assessment in school to A.I application,services and hardware.We believe we are a trend-setter in reformingthe traditional education model in China using the technological progress brought about by the advent of A.I.technology.We believe we are a leading educational A.I.company in China th

173、atserves both everyday learning and Academic Proficiency Test in school.We provide computerized testing for Chinas Academic Proficiency Test,or ATP,which is equivalent to the SAT inChina.Our everyday learning to official assessment model allows us to expand into a range of personalized“online”servic

174、es and“offline”products for students in high demand.12025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm26/446 We currently sell our products and services through two primary product line

175、s,namely our SmartExam solution and SmartHomework solution.Our SmartHomework solution deliverspersonalized learning solutions for students to study more effectively.Teachers can adjust instructions for students based on their specific needs.In addition,our SmartExam solution helpsdeliver Chinas Acad

176、emic Proficiency Test,which is required in China for obtaining a high-school diploma,in computer-based format.We also provide self-learning solutions and smart-devices,such as smart printer/smart headset for everyday study and test preparation.Everyday Teaching and Learning Our SmartHomework system

177、is a digital teaching and learning decision platform,which collects paper-based homework data with our intelligent scanning machine.During collection,thesystem can evaluate the grasp of knowledge for each student,and the teacher can adjust instructions for students based on their specific needs.Item

178、s that should be reviewed in the next classand AI generated instructions are provided to the teacher immediately.As the homework data is collected,the system generates a personalized exercise book,or P.E.Book,with analogy questions personalized for each student.Our professional“PersonalizedPublishin

179、g”service delivers the P.E.Book in print within 24 hours.This helps each student study more effectively without changing their normal study habits.The items that students practicewould be determined by their own study data,and it is published to them in a personalized and timely style.In addition,ou

180、r A.I.learning platform provides teachers and students with additional online services.Based on the homework data collected,the system helps teachers adjust theirinstructions for students who are either ahead or behind in their studies.The students,on the other hand,have access to their historic stu

181、dy data.Personalized online courses and adaptive onlinepractices are also provided on demand.While practicing online,the system provides consistent feedback to help students stay on course in their studies.We believe this is a revolutionary toolfor students to learn and that it can significantly imp

182、rove their academic performance.We continuously accumulate students learning data during their learning process,analyzing studentslogical thinking,spatial imagination,language skills,analytical reasoning and other specific characteristics.This allows us to provide both scientific and empirical asses

183、sments to each studentand recommend solutions based on his/her individual learning needs.In July 2021,the China central government officially released the“Opinions on Further Reducing the Burden of Excessive Homework and Off-Campus Tutoring for Students UndergoingCompulsory Education”,or the Opinion

184、s,policy,seeking to decrease workloads for students and overhaul the private tutoring sector.In the policy,it states that elementary students must finishhomework in-school,and junior high school students finish most of their homework in-school.Our SmartHomework solution provides in-school service ai

185、ming to help students to study moreefficiently.Under the background of the Opinions,local governments have quickly chosen our SmartHomework solution to push new reforms into effect throughout Jiangxi Province.Academic Proficiency Test Chinas Academic Proficiency Test is an official assessment across

186、 all subjects taught in school.There are eleven subject assessments which include Chinese,Math,English,Physics,Chemistry,Biology,Political Science,History,Geography,Information Technology and General Technology.APT assessments covering these 11 subjects need to be taken both during thesecondary,or m

187、iddle,and high school periods.The secondary school,or middle school,APT assessments would be included as part of the high school admission process,while the high schoolAPT is a pre-requisite for obtaining ones high school diploma.22025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046

188、/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm27/446 We began providing computer-based APT services for the subject of Biology in 2013 and expanded to all eleven subjects in 2017.Today,our SmartExam platform covers all aspects ofthe APT test,from atte

189、sting and management of systems,to building test contents,and constructing certified test centers.We also provide services to help testing Authorities with staff training,onsite management to academic proficiency evaluations.As of the date of this prospectus,we believe we are a leading computer-base

190、d educational APT assessment vendor in China for allsubjects.Chinas education ministry promoted local education authorities to adopt computer-based APT to replace traditional paper-based exam gradually.Influenced by the“Opinions on FurtherReducing the Burden of Excessive Homework and Off-Campus Tuto

191、ring for Students Undergoing Compulsory Education”,or the Opinions,policy,high school and college admission decisionswill take APT grades and multi-dimensional assessment into consideration.In such,for junior or senior high school students,APT scores are required for higher level education admission

192、s.Forsenior high school graduates seeking to study overseas,official APT grades are widely accepted by institutions around the world.Test Preparation Building on the APT assessment services,we have introduced test-preparation books and adaptive practice applications and began to invest in building s

193、mart devices that further enhancestudents learning experience and efficiency.This is how we developed APT practices books for each subject and invented Jiangxi Ruanyun Smart-Headset for English assessments.Studentswho take any mock test in our online practice application have access to video lessons

194、 and will receive personalized study resources based on their test results.Industry Background Chinas National Peoples Congress enacted the PRC Educational Law which sets forth provisions relating to the fundamental education system in China.This includes the school systemof preschool,elementary sch

195、ool,middle,or secondary,school and high school(namely,K-12),with grades from one through twelve being compulsory education.The law also stipulates asystem of educational certificates,which require taking a series of tests and pass certain exams.The pinnacle of such exams is the National College Entr

196、ance Exam,or NCEE,also known asGao Kao.Today,China has the largest K-12 education system in the world.According to Ministry of Education of the Peoples Republic of China,as of December 2023,Chinas K-12 system hadover 188 million students,including approximately 108 million primary school students(gr

197、ades 1 through grade 7),52 million secondary school,or middle school,students(grades 7 through 9)and 28 million high school students(grades 10 through 12)across over 211,200 schools.Over the past 40 years,particularly since China resumed the NCEE in 1977,Chinas K-12 educational system has been shoul

198、dering the responsibility of both providing public education tothe masses as well as training and selecting a large number of qualified professionals.In July of each year,millions of Chinese high school graduates take the NCEE.Their NCEE scores willdetermine whether the students have the option to c

199、ontinue with their more advanced studies in colleges and universities,or enter into the general workforce,most occupations of which do nothave college degree requirements and therefore inadvertently sustain a lesser social and economic status.Hence,the term“one test for life”describes Gao Kao as an

200、existential turning point inmillions of young peoples lives each year in China.From 2019 to 2023,according to the National Bureau of Statistics of China as of December 2023,Chinas national financial education expenditure was over 4%of GDP,which representeda higher level of such spending among develo

201、ping and developed countries alike.Since 2017,Chinas educational spending has exceeded RMB 4 trillion(approximately$59 billion)forseven consecutive years.Since 2016,the Education Ministry of China has made various attempts to reform Chinas educational system,aiming to rid the“one test for life”reali

202、ty and toevaluate students performance and potentials on a more comprehensive basis.This is a reform of tremendous undertaking and is expected to be carried out to each provincial and municipallevel within China.However,in its early stage,Chinas well-intended and sometimes heavy-handed approach to s

203、uch a reform has not been without adverse consequences,which we believemainly stem from the following issues:The distribution of educational resources is uneven in China.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454

204、/000173112225000046/e6253_f1a4.htm28/446 In a modern and fast-paced society,the traditional ways of teaching,learning and academic evaluation are proven less efficient,effective and fair.Without a new and more holistic approach in place,standardized test-taking still dominates students performance e

205、valuation.32025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm29/446 Consequently,the competition for resources and the emphasis on the results of standardized tests have only intensified

206、,while tech-savvy students and parents look to the internet for gaininga competitive edge and academic advancement.As a result,central and local governments alike are seeking solutions to this matter.According to iResearch as of June 2023 the market size ofChinas K-12 after-school tutoring education

207、 was expected to reach 117.6 billion RMB(approximately$16.89 billion)as of 2023.Meanwhile,according to the National Bureau of Statistics ofChina as of December 2023,Chinas per capita expenditure on education,culture and entertainment was expected to grow at a CAGR of 5.46%from 2018 to 2023.We aspire

208、 to be the preferredA.I.educational technology provider to Chinas approximate 188 million K-12 students in about 211,200 schools.According to Beijing Kaijuan Information Technology Co.,Ltd.s 2023 Book Retail Market Annual Report,as of December 2023,the retail market size of books in China for 2023 w

209、asRMB 91.2 billion(approximately$12.6 billion).With the recent digital transformation ongoing in Chinas school system and advanced AI technologies,personalized homework books areintroduced to help students study efficiently.Personalized homework books can be in both digital and paper-based format.Su

210、ch books contain custom-made learning and practice content foreach student by classification according to students current learning situations and learning abilities.They can be delivered to students online or published and delivered in paper by demand.We believe this new form of publishing is becom

211、ing one of the most sought after models with an approximate RMB 80 billion(approximately$12 billion)in market size in 2022 according tointernal Company estimates and calculations.Moreover,we believe the market size is expected to change with the fluctuations in the number of students enrolled in Chi

212、na and the changes inChinas educational policies.In addition,the computer-based APT is also setting a new trend for the test-preparation market.As the assessment is changing from paper-based to computerized format,the test preparationsolutions and smart devices markets is experiencing rapid growth.T

213、he computer-based assessment is currently being implemented in one province(Jiangxi)as the pilot project for the ChinaEducation Department.According to iResearch,as of August 2024,the educational smart hardware for personal consumption market is expected to reach nearly RMB 100 billion(approximately

214、$13.69 billion)in 2027.Our Strengths-What Sets Us Apart We believe the following competitive strengths differentiate us from our competitors and have contributed to our success:Integration with Schools:We strongly believe that students should do most of their learning in schools,therefore we bring o

215、ur technology to them there.We deliver online academicexercise content,build A.I.Study Rooms on campuses,and integrate our SmartHomework platform with students daily learning.Leading Technologies:Since inception,we have continued to develop our proprietary big data analytic and online A.I.algorithms

216、;they underpin the delivery of our products andservices for the benefit of improving students learning efficiency and academic performance.We have invested significant resources in research and development,and we have built astrong research and development team.Big Data:Since establishment,our datab

217、ase has accumulated more than 10 billion study data generated by over 15.15 million users in more than 20,000 schools.High Quality Content:We believe the academic exercise question bank that we have created is a leader in the market.It covers all grades and subjects and has over 15,398 high-qualityk

218、nowledge points as of December 31,2024.It is in high demand by schools,other educational service providers,and testing authorities.Customer Loyalty:We have built our user base by serving our users learning journeys,which we believe leads to a high degree of loyalty to our brand.Our customer base als

219、o enablesus to continually cross-sell and upsell our products and services and to expand our market share.Scalable Business Model:Capitalizing on our proprietary technology infrastructure,our consumer,or 2C,and government procurement,or 2G,businesses can be expanded andreplicated with consistency ve

220、ry quickly,which,in the foreseeable future,we believe will help us achieve economy of scale and profitability and enable us to efficiently address theneeds of our customers.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873

221、454/000173112225000046/e6253_f1a4.htm30/446 Visionary and Experienced management team.We have a visionary and experienced management team with strong execution capability.We believe that the extensive experience,service and product knowledge,strategic vision and execution capabilities of our managem

222、ent team will allow us to continue to execute our growth strategies to achieve a high level ofsuccess.42025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm31/446 Our Strategies-How We Appr

223、oach the Future We seek to be a major technological solution provider with respect to Chinas education reform and to lead the development of the A.I.learning industry.Our primary goal is to establishourselves as a dominant A.I.educational technology company in China.We plan to pursue the following g

224、rowth strategies to achieve our goals:Further develop and pursue existing marketing channels;Expand service offerings on our learning platform;Continue to offer ancillary products and services;Utilize a top-down marketing approach for school integration;Develop new products and services for enhancin

225、g the online learning experience:Promote our Personalized Exercise Book service to active users:Accelerate the market expansion of SmartExam services:and Strengthen the construction of our exercise bank.Corporate History and Structure Investors are cautioned that they are buying shares of a Cayman I

226、slands holding company with operations conducted in the PRC by a variable interest entity and its subsidiaries.RuanyunEdai Technology Inc.,or Ruanyun,is a holding company and was incorporated in the Cayman Islands on March 11,2021.Ruanyun,through its consolidated subsidiaries,the VIE,and the VIEssub

227、sidiaries,is primarily engaged in providing online academic exercise question banks with A.I.capabilities,homework,and on-demand lectures and evaluations that cover all K-12 subjectfields and grade levels.Our principal operations and geographic markets are mainly in the PRC.We are a holding company

228、incorporated in the Cayman Islands.As a holding company with no material operations of our own,we conduct a substantial majority of our operations throughthe VIE and its subsidiaries in China.We control and receive the economic benefits and absorb losses of the VIE and its subsidiaries business oper

229、ations through certain contractualarrangements with Jiangxi Ruanyun and its shareholders,or the Contractual Arrangements.The ordinary shares offered in this offering are shares of our offshore holding company,RuanyunEdai Technology Inc.,instead of shares of the VIE or its subsidiaries in China.For a

230、 description of the Contractual Arrangements,see“Corporate History and StructureContractualArrangements.”Based on the Contractual Arrangements,we account for Jiangxi Ruanyun as a VIE.More specifically,we have the power to direct the activities of Jiangxi Ruanyun and becomethe primary beneficiary of

231、Jiangxi Ruanyun for accounting purposes through such Contractual Arrangements,which are less effective than direct ownership.Our power to direct the activities ofJiangxi Ruanyun and our position of being the primary beneficiary of Jiangxi Ruanyun for accounting purposes are limited to the conditions

232、 that we met for consolidation of Jiangxi Ruanyununder U.S.GAAP.Such conditions include that(i)we have the power to direct the activities that could most significantly affect the economic performance of Jiangxi Ruanyun,and(ii)we areentitled to receive benefits and obligated to absorb losses from Jia

233、ngxi Ruanyun that could potentially be significant to Jiangxi Ruanyun.Accordingly,we consolidate the accounts of JiangxiRuanyun for the periods presented herein,in accordance with Regulation S-X-3A-02 promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Only if we meet theaforementioned

234、 conditions to be the primary beneficiary of Jiangxi Ruanyun under U.S.GAAP,we will consolidate Jiangxi Ruanyun and Jiangxi Ruanyun will be treated as our consolidatedaffiliated entities for accounting purposes.We believe the Contractual Arrangements are in compliance with the current PRC laws and a

235、re legally enforceable.However,uncertainties in theinterpretation and enforcement of the PRC laws,regulations and policies could affect the validity of the Contractual Arrangements or limit our ability to enforce the Contractual Arrangements.Furthermore,the Contractual Arrangements have not been tes

236、ted in a court of law.As a result,we may be unable to consolidate the VIE and its subsidiaries in the consolidated financialstatements.Our position of being the primary beneficiary of the VIE and its subsidiaries also depends on the authorization by the shareholders of the VIE to exercise voting rig

237、hts on all mattersrequiring shareholders approval in the VIE.As of the date of this prospectus,we believe that the agreements on the authorization to exercise shareholders voting power are valid and legallyenforceable.See“Risk FactorsRisks Related to our Corporate Structure”for further information.5

238、2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm32/446 Reorganization On March 11,2021,Ruanyun was incorporated with limited liability under the laws of the Cayman Islands.On December

239、24,2020,Soft Cloud Technology Limited,or Soft Cloud,wasestablished in accordance with the law and regulations of Hong Kong and subsequently became the wholly owned subsidiary of Ruanyun.Soft Cloud is a holding company and holds all theequity interests of Rollingthunder Technology(Jiangxi)Co.,Ltd,or

240、WFOE,which was established in the PRC on January 19,2021.Jiangxi Ruanyun Technology Co.,Ltd.,or Jiangxi Ruanyun,or the VIE,was established on March 27,2012 under the laws of the PRC.The main operation of Jiangxi Ruanyun includes a focus on A.I.database and testing center development.JiangxiRuanyun f

241、ormed the following subsidiaries subsequent to its establishment:Jiangxi Ruanyun Technology Co.,Ltd.(Shenzhen Branch),or Shenzhen Ruanyun,a company incorporated on March 27,2017 in the PRC.It is a branch office of Jiangxi Ruanyun andmainly operating an A.I.database.Jiangxi Alphabet Technology Co.,Lt

242、d.,or Jiangxi Alphabet,a company incorporated on February 21,2017 in the PRC.It is a 70%subsidiary of Jiangxi Ruanyun and mainly operates inpaperless testing center development.Jiangxi Jiaotou Technology Co.,Ltd.,or Jiangxi Jiaotou,a company incorporated on December 31,2020 in the PRC.Jiangxi Ruanyu

243、n has 65%equity interest in Jiangxi Jiaotou,whichmainly operates in personalized homework book development.It is currently in the process of being deregistered.Jiangxi Huizuoye Technology Co.,Ltd.,or Jiangxi Huizuoye,a company incorporated on April 8,2021 in the PRC.Jiangxi Ruanyun has 51%equity int

244、erest in Jiangxi Huizuoye,whichmainly operates in electronic publications.Jiangxi Ruanyun Zhitou Education Consulting Co.,Ltd.or Ruanyun Zhitou,a company incorporated on November 15,2023 in the PRC.Jiangxi Ruanyun has 100%equity interest inRuanyun Zhitou,which mainly operates in electronic publicati

245、ons.Inner Mongolia Mengyun Digital Technology Co.,Ltd.,or Mengyun Digital,a company incorporated on March 6,2018 in the PRC.Ruanyun Zhitou has 51%equity interest inMengyun Digital,which mainly operates in education digitalization and information technology services.As a holding company with no mater

246、ial operations of our own,we,Ruanyun,conduct our operations through the VIE and its subsidiaries in China based on the Contractual Arrangements.On April 8,2021,WFOE entered into a series of contractual arrangements with Jiangxi Ruanyun and its shareholders,which allow Ruanyun to have controlling fin

247、ancial interest in JiangxiRuanyun,or the VIE.Subject to the conditions that we have satisfied for consolidation of Jiangxi Ruanyun under U.S.GAAP.Such conditions include that(i)we have the power to direct theactivities that could most significantly affect the economic performance of Jiangxi Ruanyun,

248、and(ii)we are entitled to receive benefits and obligated to absorb losses from Jiangxi Ruanyun thatcould potentially be significant to Jiangxi Ruanyun.Under U.S.GAAP,Ruanyun was deemed to be the primary beneficiary of the VIE for accounting purposes and must consolidate the VIE.These Contractual Arr

249、angements include an Exclusive Equity Interest Purchase Agreement,an Equity Interest Pledge Agreement,Powers of Attorney,an Exclusive Technical Consulting andService Agreement and Supplementary Agreements to the Exclusive Technical Consulting and Service Agreement.Ruanyun together with its wholly-ow

250、ned subsidiary Soft Cloud,and itssubsidiary,WFOE and the VIE and its subsidiaries were effectively controlled by the same shareholders before and after the reorganization.The consolidated financial statements are preparedon the basis as if the reorganization became effective as of the beginning of t

251、he first period presented in the accompanying consolidated financial statements of the Company.62025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm33/446 The charts below summarize our co

252、rporate legal structure and identify our subsidiaries,the VIE and its subsidiaries as of the date of this prospectus and upon closing of this offering:Name Background OwnershipSoft Cloud Technology Limited A Hong Kong company formed on December 24,2020 100%owned by Ruanyun Edai Technology Inc.Rollin

253、gthunder Technology(Jiangxi)Co.,Ltd A PRC company formed on January 19,2021 100%owned by Soft Cloud Technology LimitedJiangxi Ruanyun Technology Co.,Ltd.A PRC company formed on March 27,2012 VIE of Rollingthunder Technology(Jiangxi)Co.,LtdJiangxi Ruanyun Technology Co.,Ltd.(Shenzhen Branch)A PRC com

254、pany formed on March 27,2017 100%owned by Jiangxi Ruanyun Technology Co.,Ltd.Jiangxi Alphabet Technology Co.,Ltd.A PRC company formed on February 21,2017 70%owned by Jiangxi Ruanyun Technology Co.,Ltd.Jiangxi Jiaotou Technology Co.,Ltd.A PRC company formed on December 31,2020 65%owned by Jiangxi Rua

255、nyun Technology Co.,Ltd.It is currently in the process of being deregistered.Jiangxi Huizuoye Technology Co.,Ltd.A PRC company formed on April 8,2021 51%owned by Jiangxi Ruanyun Technology Co.,Ltd.Jiangxi Ruanyun Zhitou Education Consulting Co.,Ltd.A PRC company formed on November 15,2023 100%owned

256、by Jiangxi Ruanyun Technology Co.,Ltd.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm34/446Inner Mongolia Mengyun Digital Technology Co.,Ltd.A PRC company formed on March 6,2018 51%ow

257、ned by Jiangxi Ruanyun Zhitou EducationConsulting Co.,Ltd.72025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm35/446 The registered capital of Jiangxi Huizuoye Technology Co.,Ltd.will be

258、fully paid by 2025.The registered capital of Jiangxi Jiaotou Technology Co.,Ltd.will be fully paid by 2031.The registered capital of Rollingthunder Technology(Jiangxi)Co.,Ltd will be fully paid by 2050.The registered capital of Jiangxi Ruanyun Zhitou Education Consulting Co.,Ltd.will be fullypaid by

259、 2029.The equity interests of Jiangxi Alphabet Technology Co.,Ltd.was fully paid by 2023.The registered capital of Inner Mongolia Mengyun Digital Technology Co.,Ltd.will befully paid by 2047.The registered capital of the VIE,Jiangxi Ruanyun,was fully paid by 2019.Share Consolidation On October 17,20

260、22,Ruanyun,with the approval of its board of directors and shareholders,effected a 1-for-2 share consolidation of all of its issued and unissued ordinary shares,or the shareconsolidation,whereby each two ordinary shares of par value of$0.0001 each were consolidated into one ordinary share of par val

261、ue of$0.0002 each,following which the share capital ofRuanyun was$1,000,000 divided into 5,000,000,000 shares with a par value of$0.0002 each.Any and all fractional shares were rounded up to the nearest whole share.As of the date of thisprospectus,30,000,004 ordinary shares of Ruanyun are issued and

262、 outstanding.Unless otherwise stated in this prospectus,we have retroactively restated all share and per share data for all ofthe periods presented in this prospectus to reflect the share consolidation.Contractual Arrangements In order to comply with the PRC laws and regulations which prohibit or re

263、strict foreign control of companies involved in provision of value-added telecommunication services and otherrestricted businesses,we operate substantially all of our business through certain PRC domestic companies.As such,Jiangxi Ruanyun is controlled through the Contractual Arrangements,inlieu of

264、any direct or indirect equity ownership by Ruanyun or any of its subsidiaries,which were signed on April 8,2021.82025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm36/446 Despite the lack

265、 of equity ownership,Ruanyun controls the VIEs financial interest through the Contractual Arrangements.The equity interests of the VIE are legally held by PRCindividuals,or the Nominee Shareholders.The Nominee Shareholders who individually hold more than 5%equity interests of the VIE,including Yan F

266、u,Cong Zhao,Baihua Li,Bin Wang,andShanghai Yuyuan Asset Management Partnership(Limited Partnership),collectively own 71.78%of the VIE.Through the Contractual Arrangements,the Nominee Shareholders effectivelyassign all their voting rights underlying their equity interests in the VIE to Ruanyun,and th

267、erefore,Ruanyun has the power to direct the activities of the VIE that most significantly impacteconomic performance.Ruanyun also has the right to receive economic benefits and the obligation to absorb losses from the VIE that potentially could be significant to the VIE.Based on theabove,Ruanyun con

268、solidates the accounts of the VIE in accordance with Regulation S-X-3A-02 promulgated by the SEC and Accounting Standards Codification,or ASC,Topic 810-10,Consolidation:Overall.The significant terms of the Contractual Arrangements are as follows:Exclusive Equity Interest Purchase Agreement Pursuant

269、to the Exclusive Equity Interest Purchase Agreement entered into amongst Jiangxi Ruanyun,the Nominee Shareholders and the WFOE,the Nominee Shareholders granted theWFOE or its designated party,an irrevocable and exclusive right to purchase all or part of the equity interests held by the Nominee Share

270、holders in Jiangxi Ruanyun at its sole discretion,to theextent permitted under the PRC laws,at an amount equal to the minimum consideration permitted under the applicable PRC law and administrative regulations.Any proceeds received by theNominee Shareholders from the exercise of the options shall be

271、 remitted to the WFOE to the extent permitted under PRC laws.In addition,Jiangxi Ruanyun and the Nominee Shareholders haveagreed that without prior written consent of the WFOE,they will not create any pledge or encumbrance on their equity interests in the VIE,or transfer or otherwise dispose of thei

272、r equityinterests in Jiangxi Ruanyun.The term of the agreement is ten years and can be extended by another ten years by the WFOE.Equity Interest Pledge Agreement Pursuant to the Equity Interest Pledge Agreement entered into amongst the WFOE and the Nominee Shareholders,the Nominee Shareholders pledg

273、ed all of their equity interests in JiangxiRuanyun to the WFOE as collateral to secure their obligations.If the Nominee Shareholders breach their respective contractual obligations under the share pledge agreement,the WFOE,aspledgee,will be entitled to rights,including the right to dispose the pledg

274、ed equity interests entirely or partially.The Nominee Shareholders agreed not to transfer or otherwise create anyencumbrance on their equity interests in Jiangxi Ruanyun without prior consent of the WFOE.The Equity Interest Pledge Agreement will remain effective until all the obligations have beensa

275、tisfied in full.Ruanyun has completed the registration of the pledge of equity interests in the VIE with the relevant office of Administration for Market Regulation in accordance with the PRCProperty Rights Law.Powers of Attorney Pursuant to the Powers of Attorney entered into by the Nominee Shareho

276、lders,each Nominee Shareholder appointed the WFOE to act on behalf of the Nominee Shareholder as exclusiveagent and attorney with respect to all matters concerning the shareholding including,but not limited to,(1)calling and attending shareholders meetings of Jiangxi Ruanyun;(2)exercising allthe sha

277、reholders rights,including voting rights;and(3)appointing at its sole discretion a substitute or substitutes to perform any or all of its rights.The powers of attorney remain irrevocableand continuously valid from the date of execution so long as each Nominee Shareholder remains a shareholder of Jia

278、ngxi Ruanyun unless the WFOE issues adverse instructions in writing.Exclusive Technical Consulting and Service Agreement Pursuant to the Exclusive Technical Consulting and Service Agreement entered between the WFOE and Jiangxi Ruanyun,the WFOE or its designated entities affiliated with it has theexc

279、lusive right to provide Jiangxi Ruanyun with technical support and business support services in return for fees equal to 100%of the consolidated net profits of Jiangxi Ruanyun.The WFOEhas sole discretion in determining the service fee charged under this agreement.Without the WFOEs prior written cons

280、ent,Jiangxi Ruanyun shall not,directly or indirectly,obtain the same orsimilar services as provided under this agreement from any third party,or enter into any similar agreement with any third party.The WFOE will have the exclusive ownership of all intellectual2025/1/10 11:30sec.gov/Archives/edgar/d

281、ata/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm37/446property rights developed by performance of this agreement.This agreement will remain effective until it is terminated at the discretion of the WFOE or upon the transfer

282、 of all the shares ofJiangxi Ruanyun to the WFOE and/or a third party designated by the WFOE.On April 2,2022,Jiangxi Ruanyun and the WFOE signed the Supplementary Agreement to the Exclusive Technical Consulting and Service Agreement,or the Supplementary Agreement.Pursuant to the Supplementary Agreem

283、ent,consulting fees can be 100%of Jiangxi Ruanyuns annual profits,and Jiangxi Ruanyun shall provide the WFOE with a report in relation to suchconsulting fees within three business days after each year in accordance with the Supplementary Agreement.On October 18,2022,Jiangxi Ruanyun and the WFOE sign

284、ed an additional Supplementary Agreement to the Exclusive Technical Consulting and Service Agreement,or the SecondSupplementary Agreement.Pursuant to the Second Supplementary Agreement,the WFOE shall be obligated to provide financial support to Jiangxi Ruanyun to ensure it meets the cash flowrequire

285、ments in daily operation and/or offsets any losses incurred during its operation.92025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm38/446 Based on the foregoing Contractual Arrangements

286、,we account for Jiangxi Ruanyun as a VIE.We have the power to direct the activities of Jiangxi Ruanyun and become the primarybeneficiary of Jiangxi Ruanyun for accounting purposes through such Contractual Arrangements,which are less effective than direct ownership.Our power to direct the activities

287、of JiangxiRuanyun and our position of being the primary beneficiary of Jiangxi Ruanyun for accounting purposes are limited to the conditions that we met for consolidation of Jiangxi Ruanyun underU.S.GAAP.Such conditions include that(i)we have the power to direct the activities that could most signif

288、icantly affect the economic performance of Jiangxi Ruanyun,and(ii)we are entitledto receive benefits and obligated to absorb losses from Jiangxi Ruanyun that could potentially be significant to Jiangxi Ruanyun.Accordingly,we consolidate the accounts of Jiangxi Ruanyunfor the periods presented herein

289、,in accordance with Regulation S-X-3A-02 promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Only if we meet the aforementionedconditions to be the primary beneficiary of Jiangxi Ruanyun under U.S.GAAP,we will consolidate Jiangxi Ruanyun and Jiangxi Ruanyun will be treated as our conso

290、lidated affiliated entitiesfor accounting purposes.We do not hold any equity interests in the VIE,we control the VIE through the Contractual Arrangements,the Contractual Arrangement may not be effective in providing control over theVIE,and which may involve inherent risks and uncertainties including

291、 but not limited to:i)different interpretations and changes of the PRC laws and regulations or any future actions of thePRC government in this regard that could disallow the VIE structure,which may cause the Contractual Arrangements to be invalid and unenforceable,and as a result,we may not be able

292、toconsolidate the VIE nor be entitled to treat the VIEs assets,revenue and results of operations as our assets,which would likely result in a material change in our operations and the value of ourordinary shares may depreciate significantly or become worthless;ii)there are uncertainties regarding th

293、e status of the rights of Ruanyun with respect to its Contractual Arrangements amongstJiangxi Ruanyun,the Nominee Shareholders and the WFOE.We may face difficulties in enforcing the Contractual Arrangements due to changes in relevant laws and regulations,legaluncertainties and jurisdictional limits,

294、as all of our Contractual Arrangements are governed by the PRC laws and any disputes arising from the Contractual Arrangements will be solved througharbitration in the PRC,the relevant PRC authorities and PRC courts may have broad discretion in dealing with the validity and enforceability of the Con

295、tractual Arrangements and the disputesthereunder,potentially requiring us to restructure our current ownership structure or operations,imposing conditions or requirements that we or the VIE may not be able to comply,imposingfines or penalties on us or the VIE,which may severely affect our business o

296、perations and financial conditions,and may significantly impair the rights of the holders of our ordinary shares;iii)if we had equity interests in the VIE,we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE,which in turn could implement cha

297、nges,subject to any applicable fiduciary obligations,at the management and operational level,however,we rely on the performance of the VIE and its shareholders to fulfill their obligations underthe Contractual Arrangements for us to exert control over and act as the primary beneficiary of the VIE;al

298、though Jiangxi Ruanyun does not have termination rights pursuant to the ContractualArrangements,it could terminate,or refuse to perform its obligations under,the Contractual Arrangements,and the shareholders of the VIE may not act in the best interests of our Company andmay also refuse to perform th

299、eir obligations under the Contractual Arrangements,which would result in the distractions of our management team and incur substantial cost for us to seek for anypossible legal remedies to enforce the Contractual Arrangements,and our business operations,financial conditions and future prospects may

300、be materially and adversely affected,and the valueof your ordinary shares may significantly decline or become worthless.See“Risk FactorsWe conduct our business through Jiangxi Ruanyun by means of Contractual Arrangements.If these contractual arrangements do not comply with applicable laws andregulat

301、ions,we could be subject to severe penalties and our business could be adversely affected.In addition,changes in such PRC laws and regulations may materially and adversely affectour business.”Furthermore,we have been advised by our PRC counsel,Jingtian&Gongcheng,based on their understanding of the c

302、urrent PRC laws,rules and regulations,that(i)the structure foroperating our business in China(including our corporate structure and Contractual Arrangements between the WFOE,Jiangxi Ruanyun and its shareholders)will not result in any violation ofPRC laws or regulations currently in effect;and(ii)the

303、 Contractual Arrangements among the WFOE and Jiangxi Ruanyun and its shareholders governed by PRC law are valid,binding andenforceable,and will not result in any violation of PRC laws or regulations currently in effect.However,if any of the VIE and its subsidiaries or their ownership structure or th

304、e ContractualArrangements are determined to be in violation of any existing or future PRC laws,rules or regulations,or any of our PRC subsidiary and the VIE and its subsidiaries fail to obtain or maintainany of the required governmental permits or approvals,the relevant PRC regulatory authorities wo

305、uld have broad discretion in dealing with such violations,including:102025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm39/446 revoking the business and operating licenses;discontinuing

306、or restricting the operations;imposing conditions or requirements with which we or the VIE and its subsidiaries may not be able to comply;requiring us and the VIE and its subsidiaries to restructure the relevant ownership structure or operations,including termination of the Contractual Arrangements

307、with the VIE andderegistering the equity pledge of the VIE,which in turn would affect our ability to consolidate,derive economic interests from,or exert financial control over the VIE;restricting or prohibiting our use of the proceeds from this offering to finance our business and operations in Chin

308、a,and taking other regulatory or enforcement actions that couldbe harmful to our business;or imposing fines or confiscating the income from the VIE and its subsidiaries.The imposition of any penalties would severely disrupt our ability to conduct business and have a material adverse effect on our fi

309、nancial condition,results of operations and prospects,andthe value of your Class A ordinary shares may depreciate significantly or become worthless.See“Risk FactorsWe conduct our business through Jiangxi Ruanyun by means of ContractualArrangements.If these contractual arrangements do not comply with

310、 applicable laws and regulations,we could be subject to severe penalties and our business could be adversely affected.Inaddition,changes in such PRC laws and regulations may materially and adversely affect our business.”How Cash Is Transferred Through our Organization Under the Contractual Arrangeme

311、nts,cash is transferred among the Company,Soft Cloud,our WFOE,and the VIE,in the following manners:(i)dividends or other distributions may bepaid by Rollingthunder Jiangxi,or our WFOE,to the Company through Soft Cloud Technology Limited,or Soft Cloud;(ii)Ruanyun Edai Technology Inc.,or Ruanyun(the C

312、ayman Islandsholding company)transfers proceeds raised through this offering or any other offering we conduct at this level to our wholly owned subsidiary,Soft Cloud Technology Limited,or Soft Cloud,which in turn transfers such proceeds down to its wholly owned subsidiary Rollingthunder Jiangxi,or t

313、he WFOE,in the form of capital contributions or shareholder loans,as the case may be,which in turn transfers such proceeds in the form of loans to the VIE pursuant to the Contractual Arrangements for the purpose of conducting business operations;and(iii)funds may be paid byJiangxi Ruanyun,to our WFO

314、E,as service fees according to the Contractual Arrangements.In August 2021,Jiangxi Ruanyun paid Rollingthunder Jiangxi a loan of RMB 3,000(approximately$467)for Rollingthunder Jiangxi to pay bank fees.As of the date of this prospectus,thishas not been repaid.It is expected to be repaid after the con

315、summation of this offering.Other than this,as of the date of this prospectus,there were no cash flows among the Company,SoftCloud,Rollingthunder Jiangxi,or our WFOE,and Jiangxi Ruanyun,or the VIE.As of the date of this prospectus,no dividends or distributions have been made to the respective shareho

316、lders ofsuch entities.For the foreseeable future,the VIE intends to keep any future earnings to re-invest in and finance the expansion of our business.As a result,we do not expect to pay any cash dividends inthe near future.We currently do not maintain any cash management policies that dictate the p

317、urpose,amount and procedure of cash transfers among the Company,Soft Cloud,our WFOE,the VIE,orinvestors.Rather,the funds can be transferred in accordance with applicable PRC laws and regulations.For more details,see“RegulationsRegulations Relating to Foreign ExchangeRegistration of Overseas Investme

318、nt by PRC Residents.”112025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm40/446 Compliance issues regarding the transfer of foreign exchange between Chinas overseas and China There are n

319、o foreign exchange controls or foreign exchange regulations under the currently applicable laws of the Cayman Islands and Hong Kong restricting the Companys ability totransfer cash between entities,across borders and to U.S.investors.PRC laws regulate the convertibility of the Renminbi into foreign

320、currencies and,in certain cases,the remittance of currency out of China.In the fourth quarter of 2016,the Peoples Bankof China and the State Administration of Foreign Exchange,or SAFE,have implemented a series of capital control measures in the subsequent months,including stricter vetting procedures

321、 forChina-based companies to remit foreign currency for overseas acquisitions,dividend payments and shareholder loan repayments.Changes in laws and regulations may continue to strengthencapital regulations and the VIE dividends and other distributions may be subject to tightened regulation requireme

322、nts in the future.The PRC laws also impose regulations on the conversion ofRMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary to obtain andremit foreign currency for the payment of

323、 dividends from our profits.Furthermore,if our subsidiary in the PRC incurs debt on its own in the future,the instruments governing the debt mayrestrict its ability to pay dividends or make other payments.See“RegulationsRegulations Relating to Foreign Exchange Registration of Overseas Investment by

324、PRC Residents”for moreinformation.Under our current corporate structure,to fund any cash and financing requirements we may have,the Company may rely on payments from the VIE under the Contractual Arrangements,and the distribution of dividends to Soft Cloud from WFOE,Rollingthunder Technology(Jiangxi

325、)Co.,Ltd.Certain payments from the VIE to WFOE are subject to PRC taxes,including VAT.According to the Contractual Arrangements,WFOE is entitled to 100%of the VIEs yearly profit by providing exclusive technical consulting services to the VIE.The VIE shall pay thecorresponding amount according to the

326、 agreement for a period of 10 years from April 8,2021.Current PRC regulations permit our PRC subsidiary to pay dividends to its shareholders only outof its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Therefore,WFOE can distribute the income o

327、btained under the ContractualArrangements to Soft Cloud in the form of dividends,with Soft Cloud in turn distributing such revenues to Ruanyun in the form of dividends.The Cayman Companies Act(as amended)(the Companies Act)permits dividend distributions,subject to the provisions of the Companys memo

328、randum and articles of association(asamended),the payment of distributions or dividends to members may be made out of the share premium account provided that the Company is able to pay its debts as they fall due in theordinary course of business immediately following the date on which the distributi

329、on or dividend is proposed to be paid.With the exception of the foregoing,there are no statutory provisionsrelating to the payment of dividends or distributions.Based upon English case law,which is regarded as persuasive in the Cayman Islands,dividends may be paid only out of profits.Thedistribution

330、s or dividends of the Company could be distributed to all shareholders respectively in proportion to the shares they held,regardless whether the shareholders are U.S.investors orinvestors in other countries or regions.Tax liability of VIEs profit distribution to overseas(non-China)companies Income o

331、f the WFOE comes from the exclusive technical consulting service fee paid by the VIE.According to the“VAT Law of the Peoples Republic of China”,the WFOE shall pay 6%value-added tax of this income.Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumu

332、lated profits,if any,determined in accordance with Chinese accountingstandards and regulations.For more information on the regulation of dividend policy and dividend tax,please refer to“Dividend Policy.”Also,according to the current effective laws in Cayman Islands,dividends from its companies are e

333、xempt from tax.However,in accordance with the laws and regulations of the United States,U.S.investors shall pay taxes and fees on dividend income according to regulations after receiving the dividendspaid in accordance with the law.2025/1/10 11:30sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/000173112225000046/e6253_f1a4.htm41/4