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1、 As filed with the Securities and Exchange Commission on January 16,2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 Amendment No.1 toFORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bon Natural Life Limited(Exact name of Registrant as specified in its charter
2、)Cayman Islands 2833 Not applicable(State or other jurisdictionof incorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)C601,Gazelle Valley,No.69 Jinye Road.Xian Hi-tech Zone,Xian,China+0086-29-88346301(Address,including zip code,an
3、d telephone number,including area code,of Registrants principal executive offices)The Crone Law Group P.C.500 Fifth Ave,Suite 938New York,NY 10110Phone:(646)861-7891(Name,address,including zip code,and telephone number,including area code,of agent for service)Approximate date of commencement of prop
4、osed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box If this Form is
5、filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment fil
6、ed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,c
7、heck the following box and list theSecurities Act registration statement number of the earlier effective 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 of 1933.If an emerging growth
8、 company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.C
9、OPIES OF COMMUNICATIONS TO:Mark Crone,Esq.Joe Laxague,Esq.The Crone Law Group P.C.500 Fifth Ave,Suite 938New York,NY 10110Phone:(646)861-7891David Danovitch,Esq.Angela Gomes,Esq.Sullivan&Worcester LLP1251 Avenue of the Americas,19th FloorNew York,NY 10020212-660-3060 THE REGISTRANT HEREBY AMENDS THI
10、S REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BENECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENTWHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVEIN ACCORDANCE WITH SECTION 8(a)OF THE SECURITIES ACT OF 1933 OR
11、 UNTIL THE REGISTRATION STATEMENTSHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,ACTING PURSUANT TO SECTION 8(a),MAYDETERMINE.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the United
12、 States Securities and Exchange Commission is declared effective.This preliminaryprospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED
13、 JANUARY ,2025 BON NATURAL LIFE LIMITED Up to 5,000,000 Ordinary Units(Each Contains One Class A Ordinary Share,One Series A Warrant to Purchase One Class AOrdinary Share and One Series B Warrant to Purchase One Class A Ordinary Share)Up to 5,000,000 Pre-Funded Units(Each Contains One Pre-Funded War
14、rant,One Series A Warrant to Purchase One Class AOrdinary Share and One Series B Warrant to Purchase One Class A Ordinary Share)Up to 15,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants,Series A Warrants and Series B Warrants Bon Natural Life Limited(the“Company,”“we”or“us”)is offe
15、ring on a best-efforts basis up to 5,000,000 units(the“Units”),consisting of ordinary units(“Ordinary Units”)or pre-funded units(“Pre-Funded Units”).Each Ordinary Unit consists of one Class Aordinary share,par value$0.001 per share(the“Class A Ordinary Share”),one Series A warrant to purchase one Cl
16、ass A OrdinaryShare(each,a“Series A Warrant”and collectively,the“Series A Warrants”),and one Series B warrant to purchase one Class AOrdinary Share(each,a“Series B Warrant”,and collectively,the“Series B Warrants),at an assumed public offering price of$2.00 perUnit(the“Offering”).Each Pre-Funded Unit
17、 consists of one pre-funded warrant to purchase one Class A Ordinary Share(each,a“Pre-Funded Warrant,”and collectively,the“Pre-Funded Warrants”),one Series A Warrant and one Series B Warrant.The Pre-FundedWarrants,the Series A Warrants and the Series B Warrants are collectively referred to as the“Wa
18、rrants.”We are also offering to those purchasers,if any,whose purchase of the Class A Ordinary Shares in this Offering would result in thepurchaser,together with its affiliates,beneficially owning more than 4.99%(or,at the election of the purchaser,9.99%)of ouroutstanding Class A Ordinary Shares imm
19、ediately following the consummation of this Offering,the opportunity to purchase,if they sochoose,Pre-Funded Warrants in lieu of the Class A Ordinary Share that would otherwise result in ownership in excess of 4.99%(or9.99%,as applicable)of our outstanding Class A Ordinary Shares.Each Pre-Funded War
20、rant will be exercisable for one Class AOrdinary Share.The purchase price of each Pre-Funded Unit will equal the price per Ordinary Unit being sold to the public in thisOffering minus$0.001 and the remaining exercise price of each Pre-Funded Warrants will equal$0.001 per share.For each Pre-Funded Un
21、it that we sell,the number of Ordinary Units that we are offering will be decreased on a one-for-one basis.The Warrantswill not be listed on the Nasdaq Capital Market and are not expected to trade in any market.However,the Class A Ordinary Shares tobe issued upon exercise of the Pre-Funded Warrants
22、will trade on the Nasdaq Capital Market.The Series A Warrants and the Series B Warrants will be immediately exercisable and will expire on the third anniversary of theoriginal issuance date.Each Series A Warrant will be reset immediately following the thirtieth(30th)trading day(the“Reset Date”)follo
23、wing the issuance date of the Series A Warrants to a price equal to 105%of the arithmetic average of the sum of the three lowestper share VWAPs(as defined below)of the Class A Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)for the twenty(20)trading days immediately prior to the Reset Date,pro
24、vided that such price shall not be lower than$(the“Floor Price”).EachSeries B Warrant will have an exercise price per share of$.“VWAP”means,with respect to any trading day,the price determinedby the first of the following clauses that applies:(a)if the Class A Ordinary Shares are then listed or quot
25、ed on Nasdaq or a similartrading market(a“Trading Market”),the daily volume weighted average price of the Class A Ordinary Shares for such date(or thenearest preceding date)on the Trading Market on which the Class A Ordinary Shares are then listed or quoted as reported byBloomberg L.P.(based on a Tr
26、ading Day from 9:30 a.m.(New York City time)to 4:02 p.m.(New York City time),(b)if OTCQB orOTCQX is not a Trading Market,the volume weighted average price of the Class A Ordinary Shares for such date(or the nearestpreceding date)on OTCQB or OTCQX as applicable,(c)if the Class A Ordinary Shares are n
27、ot then listed or quoted for trading onOTCQB or OTCQX and if prices for the Class A Ordinary Shares are then reported on the Pink Open Market(or a similarorganization or agency succeeding to its functions of reporting prices),the most recent bid price per Class A Ordinary Share soreported,or(d)in al
28、l other cases,the fair market value of one Class A Ordinary Share as determined by an independent appraiserpursuant to the terms of the applicable instrument.A holder of Series B Warrants may,at any time and in its sole discretion,exerciseits Series B Warrants in whole or in part by means of a one-t
29、ime only“alternative cashless exercise”in which the holder is entitled toreceive a number of Class A Ordinary Shares equal to the product of(a)the number of shares that would be issuable upon exercise ofthe Series B Warrant in accordance with the terms of such warrant if such exercise were by means
30、of a cash exercise rather than acashless exercise and(b)the quotient obtained by dividing(i)the exercise price minus the lowest VWAP of the Class A OrdinaryShares during the 10 trading days immediately prior to the date that the applicable exercise date by(ii)50%of such VWAP.This“alternative cashles
31、s exercise”is only available at a time when the applicable VWAP is lower than the then applicable Exercise Price.The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities.The Class A Ordinary Shares andthe Pre-Funded Warrants can each be purchased in this
32、offering only with the accompanying Series A Warrants and Series B Warrantsas part of the Units,but the component parts of the Units will be immediately separable and issued separately in this Offering.We are also registering all of the Class A Ordinary Shares issuable from time to time upon full ex
33、ercise of each of the Pre-FundedWarrants,Series A Warrants and Series B Warrants included in the Ordinary Units and Pre-Funded Units offered hereby.Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol“BON.”On January ,2025,the closingtrading price of our Class A Ordin
34、ary Shares,as reported on the Nasdaq Capital Market,was$per Class A Ordinary Share.There isno established public trading market for the Warrants,and we do not expect a market to develop.We do not intend to apply to list theUnits or the Warrants on any securities exchange or other nationally recogniz
35、ed trading system.Without an active trading market,theliquidity of the Warrants will be limited.We held an Extraordinary General Meeting on January 16,2025,where the shareholders of the Company voted in favor of adoptingthe Third Amended and Restated Memorandum and Articles of Association.Pursuant t
36、o the Third Amended and RestatedMemorandum and Articles of Association(i)all of the authorized(whether issued or not issued)ordinary shares of par valueUS$0.001 each in the Company(the“Ordinary Shares”)were re-designated and re-classified into Class A Ordinary Shares of parvalue US$0.001 where the r
37、ights of the existing Ordinary Shares shall be the same as the Class A Ordinary Shares,and(ii)all of theauthorized but unissued preference shares of par value of US$0.001 each in the Company were cancelled and a new class of sharescomprising of Class B ordinary shares of par value US$0.001 each(“Cla
38、ss B Ordinary Shares”),which will be convertible,at theoption of the holder thereof,into the number of fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis(subjectto adjustment as stated in the Companys articles of association)and be entitled to one hundred(100)votes per shar
39、e.Our Third Amended and Restated Articles of Association gives us the authority to issue up to(i)270,000,000 Class A Ordinary Sharesand(ii)30,000,000 Class B Ordinary Shares.Holders of our Class A Ordinary Shares will have the same rights as holders of Class BOrdinary Shares save as voting and conve
40、rsion rights.The holders of Class A Ordinary Shares will have one(1)vote per share at ameeting of shareholders while holders of Class B Ordinary Shares will be entitled to one hundred(100)votes per share at a meeting ofshareholders.There are no provisions in our articles that would limit the lifespa
41、n of the Class B Ordinary Shares,and the holders ofClass B Ordinary Shares are able to hold their Class B Ordinary Shares for any period of time.Each Class B Ordinary Share shall be converted at the option of the holder,at any time after issue and without the payment of anyadditional sum,into such f
42、ully paid Class A Ordinary Shares.Upon conversion,Class B Ordinary Shares shall have such rights andrestrictions and shall ranks pari passu in all respects with the Class A Ordinary Shares then in issue.The effectiveness of the Third Amended and Restated Memorandum and Articles of Association and as
43、sociated reclassification of theOrdinary Shares to Class A Ordinary Shares are collectively referred to as the“Dual Class Restructuring”.Unless otherwise noted,theshare and per share information in this prospectus reflects,other than in our financial statements and the notes thereto,the Dual ClassRe
44、structuring and all Ordinary Shares issued and sold prior to the effective date of the Dual Class Restructuring have been reclassifiedas Class A Ordinary Shares.The number of Units offered in this prospectus and all other applicable information has been determined based on an assumed publicoffering
45、price of$2.00 per Unit.The actual number of Units sold in the Offering will be determined between us,the placement agentand purchasers based on market conditions at the time of pricing and may be at a discount to the current market price of our Class AOrdinary Shares.Because there is no minimum offe
46、ring amount required as a condition to closing this Offering,we may sell fewer than all of the Unitsoffered hereby,which may significantly reduce the amount of proceeds received by us,and investors in this offering will not receive arefund in the event that we do not sell an amount of Units sufficie
47、nt to pursue the business goals outlined in this prospectus.Becausethere is no minimum offering amount,investors could be in a position where they have invested in our company,but we are unable tofulfill our objectives due to a lack of interest in this offering.Also,any proceeds from the sale of Uni
48、ts offered by us will be availablefor our immediate use,despite uncertainty about whether we would be able to use such funds to effectively implement our businessplan.See“Risk Factors,”beginning on page 8.We may undertake one or more closings for the sale of the Units to the investors.Weexpect to ho
49、ld an initial closing on ,2025,but the offering will be terminated by ,2025 provided that the closing(s)of theoffering for all of the Units have not occurred by such date;however,the offering may be extended by written agreement of theCompany and the placement agent.Any extensions or material change
50、s to the terms of the offering will be contained in an amendmentto this prospectus.We are both an“emerging growth company”and a“foreign private issuer”under applicable U.S.federal securities laws and areeligible for reduced public company reporting requirements.INVESTING IN OUR SECURITIES INVOLVES A
51、 HIGH DEGREE OF RISK.See“RISK FACTORS”beginning on page 8to read about factors you should consider before buying our securities.We are not a Chinese operating company but a Cayman Islands holding company.We conduct all of our operations throughour PRC subsidiaries established in mainland China.On De
52、cember 11,2019,Bon Natural Life Limited was incorporatedunder the laws of the Cayman Islands as our offshore holding company to facilitate financing and offshore listing.Bon NaturalLife Limited subsequently established a Wholly Foreign-Owned Enterprise(“WFOE”)in PRC China,Xian CMITInformation and Te
53、chnology Co.,Ltd.(“Xian CMIT”).Xian CMIT is wholly owned by our direct subsidiary in Hong Kong,Tea Essence.Due to PRC legal restrictions on foreign ownership in companies that engage in online sales China,we originallycarried out our business through Xian App-Chem,a domestic PRC company,through a va
54、riable interest entity structure.Effective November 1,2021,however,we reorganized our corporate structure in the PRC and are now the indirect soleshareholder of Xian App-Chem.Xian App-Chem is wholly-owned by two WFOEs Xian CMIT and Xian Youpincui.Eachof the WFOEs are in turn wholly-owned by Tea Esse
55、nce,our direct wholly-owned subsidiary in Hong Kong.Xian App-Chems financial results are consolidated into our consolidated financial statements in accordance with U.S.GAAP because wehave control over that entity by way of 100%equity ownership through Tea Essence,and in turn,Xian CMIT and XianYoupin
56、cui.See“Corporate History and Structure”for additional details.Our organizational structure involves unique risks to investors.The PRC regulatory authorities could disallow our operatingstructure,which would likely result in a material change in our operations and/or a material change in the value o
57、f our ClassA Ordinary Shares and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.See“RISK FACTORS Risks Related to Doing Business in China”beginning on page 13 of this prospectus.We are exposed to legal and operations risks associated with having sub
58、stantially all of our operations in China.The PRCgovernment has significant authority to exert influence on the ability of a company with operations in China,including us,toconduct business.Changes in Chinas,political or social conditions or government policies could materially and adverselyaffect o
59、ur business and results of operations.PRC laws and regulations governing our current business operations aresometimes vague and uncertain,and as a result,these risks may result in material changes in the operations of our Chinaoperating entities,significant depreciation or a complete loss of the val
60、ue of our Class A Ordinary Shares,or a completehindrance of our ability to offer or continue to offer,our shares to investors.Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings thatare conducted overseas and/or foreign investments
61、in China based issuers.The PRC government initiated a series ofregulatory actions and made a number of public statements on the regulation of business operations in China with littleadvance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China
62、-basedcompanies listed overseas using a variable interest entity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Holding Foreign Companies Accountable Act The recently enacted Holding Foreign Companies Accountable Act(“HF
63、CAA”),together with a recent joint statement by theUnited States Securities and Exchange Commission(“SEC”)and the PCAOB call for additional stringent criteria to beapplied to emerging market companies by assessing the qualification of non-U.S.auditors who are not inspected by thePCAOB.Under the HFCA
64、A,our securities may be prohibited from trading on the Nasdaq or other U.S.stock exchanges if ourauditor is not subject to inspection by the PCAOB for three consecutive years,and this ultimately could result in our Class AOrdinary Shares being delisted from trading on any U.S.stock exchange.On Decem
65、ber 29,2022,President Biden signed theConsolidated Appropriations Act,2023,which,among other things,amended the HFCAA to reduce the time period under theHFCAA to two consecutive years instead of three consecutive years.Pursuant to the HFCAA,the PCAOB issued a Determination Report on December 16,2021
66、(the“2021 DeterminationReport”)which found that the PCAOB is unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China because of a position taken by one or more authorities in mainland China.Our auditor,located in the United States,is not subject
67、to the 2021 Determination Report.On August 26,2022,the China SecuritiesRegulatory Commission(“CSRC”),the Ministry of Finance of China,and the PCAOB signed a protocol governing inspectionsand investigations of audit firms based in China and Hong Kong.On December 15,2022,the PCAOB issued a newDetermin
68、ation Report(the“2022 Determination Report”)which:(1)vacated the 2021 Determination Report and(2)concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022.Althoughthe 2022 Determination Report reversed the conclusion of the 2021 Determination Repo
69、rt with respect to PCAOBs ability toconduct inspections and investigations completely of the registered public accounting firms headquartered in mainland Chinaand Hong Kong,the 2022 Determination Report cautions,however,that authorities in the PRC might take positions at anytime that would prevent t
70、he PCAOB from continuing to inspect or investigate completely.As required by the HFCAA,if in thefuture the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority inthe PRC,the PCAOB will act expeditiously to consider whether it should issue a
71、new determination.The audit report included in this prospectus for the year ended September 30,2023 was issued by YCM CPA INC.(YCM”),which is a U.S.-based accounting firm that is registered with the PCAOB.YCM was not subject to the 2021 DeterminationReport.We have no intention of dismissing YCM in t
72、he future or of engaging any auditor not based in the U.S.and not subjectto regular inspection by the PCAOB.Cash Flows Within Our Organization We have established clear policies and procedures to ensure effective cash oversight.Our management team is directlyresponsible for supervising cash manageme
73、nt,while our finance department is responsible for establishing guidelines andprocedures to be followed by all departments and operating entities.When a department or operating entity requires cash,they must first submit a cash demand plan to designated management members within our company.The plan
74、 outlines thespecific amount and timing of the requested funds,and the designated management member evaluates the request based onavailable sources of cash and the priority of needs.Once approved,the cash allocation is sent to our finance department for asecond review and further approval.To further
75、 ensure effective cash management,we regularly review our cash position andmake adjustments as necessary to maximize the use of available funds.We also maintain a close relationship with our bankingpartners to stay informed of any changes in banking regulations or requirements that could affect our
76、cash managementactivities.The structure of cash flows within the entities in our corporate organization,and the applicable regulations,are as follows:1.Our equity structure is a direct holding structure,that is,the overseas entity listed in the U.S.,Bon Natural Life,directly controls Xian CMIT and X
77、ian Youpincui(the“WFOEs”)and other domestic operating entities through the HongKong company,Tea Essence.See“Corporate History and Structure”for additional details.2.Within our direct holding structure,the cross-border transfer of funds within our corporate group is conducted incompliance with the la
78、ws and regulations of the PRC.After foreign investors funds enter Bon Natural Life following anoffering of securities,the funds can be directly transferred to Tea Essence,and then transferred to subordinate operatingentities through the WFOE.If were to distribute dividends,we would transfer the divi
79、dends to Tea Essence in accordance with the laws andregulations of the PRC,and then Tea Essence will transfer the dividends to Bon Natural Life,and the dividends will bedistributed from Bon Natural Life to all shareholders respectively in proportion to the shares they hold,regardless of whetherthe s
80、hareholders are U.S.investors or investors in other countries or regions.3.As of January 30,2024,the only cash transfers from Bon Natural Life Limited to its subsidiaries have been as follows:1)On June 29,2021,$9 million was transferred from Bon Natural Life to our Hong Kong subsidiary and then tran
81、sferred toour WOFE as a capital contribution.These funds were then transferred to our subsidiary in the PRC.2)On July 9,2021,$1million was transferred from Bon Natural Life to our Hong Kong subsidiary and then further transferred to our WOFE as acapital contribution.These funds were then transferred
82、 to our subsidiary in the PRC in August 2021.3)On January 17,2023,$630,000 was transferred from Bon Natural Life to our Hong Kong subsidiary and then transferred to our WOFE as a capitalcontribution.These funds were then transferred to our subsidiary in the PRC in January 2023.Other than the foregoi
83、ng,therehave been no intercompany cash transfers from Bon Natural Life to our subsidiaries or from our subsidiaries to Bon NaturalLife.To date,none of our subsidiaries have made any dividends or distributions to Bon Natural Life and we have not made anydividends or distributions to our shareholders.
84、We intend to keep any future earnings to finance the expansion of our business,and we do not anticipate that any cash dividends will be paid to shareholders in the foreseeable future.4.Under Cayman Islands law,the Company may pay dividends on its shares out of either profit or share premiumamounts,p
85、rovided that in no circumstance may a dividend be paid if such payment would result in the Company being unableto pay its debts as they become due in the ordinary course of business.If we decide to pay dividends in the future,as a holdingcompany,we will depend on receiving dividends from our PRC sub
86、sidiaries.To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,thePeoples Bank of China and the State Administration of Foreign Exchange,or SAFE,have implemented a series of capitalcontrol measures in the subsequent months,including st
87、ricter vetting procedures for China-based companies to remit foreigncurrency for overseas acquisitions,dividend payments and shareholder loan repayments.The PRC government may continueto strengthen its capital controls and our PRC subsidiaries dividends and other distributions may be subject to tigh
88、tenedscrutiny in the future.The PRC government also imposes controls on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.Therefore,we may experience difficulties in completing the administrativeprocedures necessary to obtain and remit foreign currency for
89、the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRC incur debt on their own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.In addition,the Enterprise Income Tax Law and its implementation rule
90、s provide that a withholding tax at a rate of 10%willbe applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties orarrangements between the PRC central government and the governments of other countries or regions where the non-PRCresident ent
91、erprises are tax resident.Pursuant to the tax agreement between Mainland China and the Hong Kong SpecialAdministrative Region,the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kongenterprise may be reduced to 5%from a standard rate of 10%.However,if the re
92、levant tax authorities determine that ourtransactions or arrangements are for the primary purpose of enjoying a favorable tax treatment,the relevant tax authoritiesmay adjust the favorable withholding tax in the future.Accordingly,there is no assurance that the reduced 5%withholdingrate will apply t
93、o dividends received by our Hong Kong subsidiary from our PRC subsidiaries.This withholding tax willreduce the amount of dividends we may receive from our PRC subsidiaries.Current PRC regulations permit our direct PRC subsidiary,or WFOE,to pay dividends to Tea Essence Limited(HK),ourHong Kong subsid
94、iary,only out of its accumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.Cash dividends,if any,on our Class A Ordinary Shares would be paid in U.S.dollars.The PRCgovernment also imposes control on the conversion of RMB into foreign currencies and the
95、remittance of currencies out of thePRC.Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interest payments and expenditures from trade-related transactions,can be made in foreign currencies without prior approvalfrom the State Administra
96、tion of Foreign Exchange(“SAFE”)in the PRC,as long as certain procedural requirements are met.Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out ofChina to pay capital expenses such as the repayment of loans denominated in foreign
97、currencies.The PRC government may,at its discretion,impose restrictions on access to foreign currencies for current account transactions and,if this occurs in thefuture,we may not be able to pay dividends in foreign currencies(i.e.,U.S.dollars)to our shareholders.Furthermore,if ourPRC entities incur
98、 debt on their own in the future,the instruments governing the debt may restrict their ability to paydividends or make other payments.Due to the above restrictions,if we are unable to receive payments from our PRCoperating entities,we would not be able to pay dividends to our shareholders,should we
99、desire to do so in the future.PRC Government Permissions and Approvals We believe that we have obtained all material licenses and permits from the PRC government authorities for our businessoperations in the PRC.To date,we have not been denied any such licenses and permits.However,we cannot assure y
100、ou thatwe will always be able to successfully obtain,update or renew all the licenses or permits required for our business in a timelymanner or that these licenses or permits are sufficient to conduct all of our present or future business operations.If we(i)donot receive or maintain required permiss
101、ions or approvals,(ii)inadvertently conclude that such permissions or approvals arenot required,or(iii)applicable laws,regulations,or interpretations change and we are required to obtain such permissions orapprovals in the future,we could be subject to fines,legal sanctions or an order to suspend or
102、 business operations,which maymaterially and adversely affect our business,financial condition and results of operations.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial AdministrativeMeasures of the Overseas Securities Offering and Listing by Domestic C
103、ompanies(the“Overseas Listing Trial Measures”)and relevant five guidelines,which became effective on March 31,2023.According to the Overseas Listing Trial Measures,PRC domestic companies that seek to offer securities or list in overseas markets,either directly or indirectly,are required tofulfill th
104、e filing procedure with the CSRC.At a press conference held for these new regulations,officials from the CSRCclarified that the domestic companies that have already been listed overseas before the effective date of the Overseas ListingTrial Measures(i.e.March 31,2023)shall be deemed as existing issu
105、ers,or the Existing Issuers.Existing Issuers are notrequired to complete the filling procedures immediately,and they shall be required to file with the CSRC when subsequentmatters such as refinancing are involved.As an Existing Issuer under the Overseas Listing Trial Measures,we would only be requir
106、ed to complete the filing procedureswith the CSRC in connection with a new securities offering conducted after March 31,2023.Given that the Overseas ListingTrial Measures were recently promulgated,however,there remain substantial uncertainties as to their interpretation,application,and enforcement.W
107、e cannot guarantee that new rules or regulations promulgated in the future will not imposeany additional requirement on us or otherwise tighten the PRC domestic regulations on companies indirectly listed overseas.To the extent that we are subject to any CSRC approval,filing,other governmental author
108、ization or requirements,whether inconnection with future securities offerings or otherwise,we cannot assure you that we could obtain such approval,completesuch filing,or meet other requirements in a timely manner or at all.If we fail to obtain such approval if and when needed orcomplete such filings
109、 or meet other requirements in a timely manner,the Chinese regulatory authorities may impose fines andpenalties on our operations in China,limit our ability to pay dividends outside of China,limit our operations in China,delayor restrict the repatriation of the proceeds from securities offerings int
110、o China,force a delisting of our Class A OrdinaryShares,or take other actions that could have a material adverse effect on our business,financial condition,results ofoperations and prospects,as well as the trading price of our securities.The Cybersecurity Review Measures provide that an online platf
111、orm operator,which possesses personal information of atleast one million users,must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.Becausewe currently do not possess more than one million users personal information,we do not believe that we are or will be
112、 subjectto the cybersecurity review by the CAC.In addition,to date,we have not been involved in any investigations on cybersecurityreview initiated by any PRC regulatory authority,nor have we received any inquiry,notice,or sanction related tocybersecurity review under the Cybersecurity Review Measur
113、es.This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Per OrdinaryUnit Per Pre-FundedUnit Total Public offering price$Placement Agent commissions(1)$Proceeds to the Company before expenses$(1)We have agreed to pay Univest Securitie
114、s,LLC(the“Placement Agent”)a cash fee of 8.0%of the aggregate gross proceedsraised in this Offering.We have also agreed to(i)reimburse the Placement Agent for certain expenses;and(ii)provide a non-accountable expense allowance equal to 1.5%of the gross proceeds of this Offering payable to the Placem
115、ent Agent.For adescription of compensation payable to the Placement Agent,see“Plan of Distribution.”We have engaged Univest Securities,LLC as our exclusive placement agent to use its reasonable best efforts to solicit offers topurchase the securities offered by this prospectus.The Placement Agent ha
116、s no obligation to buy any of the Units from us or toarrange for the purchase or sale of any specific number or dollar amount of the Units.Because there is no minimum offering amountrequired as a condition to closing in this Offering the actual public offering amount,the Placement Agents fee,and pro
117、ceeds to us,ifany,are not presently determinable and may be substantially less than the total maximum offering amounts set forth above andthroughout this prospectus.We have agreed to pay the Placement Agent the Placement Agents fees set forth in the table above and toprovide certain other compensati
118、on to the Placement Agent.See“Plan of Distribution”of this prospectus for more informationregarding these arrangements.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFULOR COMP
119、LETE.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.The date of this Prospectus is _,2025 Table of Contents PageProspectus Summary1The Offering6Risk Factors8Cautionary Note Regarding Forward-Looking Statements And Industry Data39Use Of Proceeds39Dividend Policy39Market for Registrants Clas
120、s A Ordinary Shares and Related Shareholder Matters40Dilution40Managements Discussion And Analysis Of Financial Condition And Results Of Operations42Business68Regulations80Management94Principal Shareholders100Related Party Transactions102Description Of Share Capital103Shares Eligible For Future Sale
121、107Taxation108Enforceability of Civil Liabilities114Plan of Distribution116Transfer Agent and Registrar117Expenses Relating To This Offering118Legal Matters118Experts118Where You Can Find Additional Information118Index To Consolidated Financial StatementF-1 Neither we nor the Placement Agent have au
122、thorized anyone to provide any information or to make any representations other thanthose contained in or incorporated by reference into this prospectus or in any free writing prospectuses prepared by us or on our behalfor to which we have referred you.We take no responsibility for and can provide n
123、o assurance as to the reliability of,any otherinformation that others may give you.This prospectus is an offer to sell the Units offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where t
124、he offer or sale isnot permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted tomake such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for the Units is made to the public in theCayman Islands.The i
125、nformation contained in this prospectus is current only as of the date on the front cover of the prospectus.Ourbusiness,financial condition,results of operations,and prospects may have changed since that date.Neither we nor the Placement Agent have taken any action to permit this Offering of the Uni
126、ts outside the United States or to permitthe possession or distribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside of theUnited States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about,
127、andobserve any restrictions relating to,the offering of the Units and the distribution of this prospectus or any filed free-writing prospectusoutside the United States.i Conventions that Apply to this Prospectus Unless otherwise indicated or the context otherwise requires,references in this prospect
128、us to:“App-Chem Health”are to Shaanxi App-Chem Health Industry Co.,Ltd.,one of our wholly owned subsidiaries incorporatedon April 17,2006 in Tongchuan City in accordance with PRC laws;“App-Chem Ag-tech”are to Shaanxi App-Chem Ag-tech Co.,Ltd.,one of our wholly owned subsidiaries incorporated onApril
129、 19,2013 in Dali County,Shaanxi Province in accordance with PRC laws;“App-Chem Guangzhou”are to App-Chem Bio(Tech)(Guangzhou)Co.,Ltd.,one of our wholly owned subsidiariesincorporated on April 27,2018 in Guangzhou City in accordance with PRC laws;“Bon Natural Life,”“the Company,”“we,”“us,”“our compan
130、y”or“our”are to Bon Natural Life Limited a Cayman Islandscorporation,its subsidiaries and its consolidated affiliated entities;Bon Natural Life U.S.A.”are to Bon Natural Life U.S.A.Limited,one of our wholly owned subsidiaries incorporated onFebruary 7,2023 in accordance with the laws and regulations
131、 in the State of Nevada;“Bozhou DT”are to Bozhou Dietary Therapy Health Technology Co.,Ltd.,one of our wholly owned subsidiariesincorporated on March 9,2023 in accordance with PRC laws;“China”or the“PRC”are to the Peoples Republic of China,including Hong Kong and Macau,and excluding,for thepurposes
132、of this prospectus only,Taiwan;“Operating subsidiaries”or“PRC subsidiaries”are to Xian App-Chem Bio(Tech)Co.,Ltd.,a PRC company,and itssubsidiary entities incorporated in the PRC;“Class A Ordinary Shares”or“Shares”are to our Class A ordinary shares,par value$0.001 per share;“Class B Ordinary Shares”
133、are to our Class B ordinary shares,par value$0.001 per share;“Tea Essence”are to Tea Essence Limited,one of our wholly owned subsidiaries incorporated on January 9,2020 inaccordance with the laws and regulations in Hong Kong;“Tea Essence(Hangzhou)”are to Tea Essence Health Tech(Hangzhou)Co.,Ltd.,one
134、 of our wholly owned subsidiariesincorporated in Hangzhou City on March 9,2023 in accordance with PRC laws;“Third Amended and Restated Articles of Association”are to the third amended and restated articles of association asadopted by special resolutions passed on date to be effective prior to the da
135、te of this prospectus;“Third Amended and Restated Memorandum of Association”are to the third amended and restated memorandum ofassociation as adopted by special resolutions passed on date to be effective prior to the date of this prospectus;“Third Amended and Restated Memorandum and Articles of Asso
136、ciation”are to the Third Amended and RestatedMemorandum of Association and the Third Amended and Restated Articles of Association,collectively;“Tianjin YHX”are to Tianjin Yonghexiang Bio(Tech)Co.,Ltd.,one of our subsidiaries incorporated on September 16,2019in accordance with PRC laws,with 51%equity
137、 ownership interest owned by Xian App-Chem;“Tongchuan DT”are to Tongchuan Dietary Therapy Health Technology Co.,Ltd.,one of our wholly owned subsidiariesincorporated on May 22,2017 in Tongchuan City in accordance with PRC laws;“Xian App-Chem”are to Xian App-Chem Bio(Tech)Co.,Ltd.,an entity incorpora
138、ted in the PRC or,depending on thecontext,Xian App-Chem Bio(Tech)Co.,Ltd.and its subsidiaries;“Xian CMIT”are to Xian Cell and Molecule Information Technology Limited,one of our Wholly Foreign-OwnedEnterprises incorporated in the PRC;“Xian YH”are to Xian Yanhuang TCM Medical Research&Development Co.,
139、Ltd.,one of our wholly owned subsidiariesincorporated on September 15,2009 in Xian City in accordance with PRC laws;“Xian DT”are to Xian Dietary Therapy Medical Technology Co.,Ltd,one of our subsidiaries incorporated on April 24,2015 in accordance with PRC laws,with 75%equity ownership interest owne
140、d by Xian App-Chem;“Xian Youpincui”are to Xian Youpincui Biotechnology Co.,Ltd.,another of our Wholly Foreign-Owned Enterprisesincorporated in the PRC;and “YongJinAn”are to YongJinAn Group Limited,one of our wholly owned subsidiaries we acquired in on September 19,2024,which was incorporated in Hong
141、 Kong in accordance with Hong Kong laws.Our reporting currency is the U.S.Dollar.The functional currency of our operating subsidiaries in the PRC is the Renminbi.All shareand per share amounts have been retroactively adjusted to reflect the Companys 1-for-10 share consolidation effective on April 11
142、,2024.We held an Extraordinary General Meeting on January 16,2025,where the shareholders of the Company voted in favor of adoptingthe Third Amended and Restated Memorandum and Articles of Association.Pursuant to the Third Amended and RestatedMemorandum and Articles of Association(i)all of the author
143、ized(whether issued or not issued)ordinary shares of par valueUS$0.001 each in the Company(the“Ordinary Shares”)were re-designated and re-classified into Class A Ordinary Shares where therights of the existing Ordinary Shares shall be the same as the Class A Ordinary Shares,and(ii)all of the authori
144、zed but unissuedpreference shares of par value of US$0.001 each in the Company were cancelled and a new class of shares comprising of 30,000,000Class B ordinary shares of par value US$0.001 each(“Class B Ordinary Shares”),which will be convertible,at the option of theholder thereof,into the number o
145、f fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis(subject to adjustmentas stated in the Companys articles of association)and be entitled to one hundred(100)votes per share,such that,the Companysauthorized share capital shall become US$300,000 divided into(a)270,000,000 C
146、lass A Ordinary Shares and(b)30,000,000 Class BOrdinary Shares.The Company also adopted the Third Amended and Restated Memorandum and Articles of Association.Additionally,upon effectiveness of the Third Amended and Restated Memorandum and Articles of Association,the Company willrepurchase(a)2,004,42
147、7 Class A Ordinary Shares held by Mr.Yongwei Hu,our Chief Executive Officer,in consideration of theCompanys new issuance of 2,004,427 Class B Ordinary Shares to Mr.Hu,and(b)37,412 Class A Ordinary Shares held by Ms.JingLiu,Mr.Hus wife and a director of the Company,in consideration of the Companys ne
148、w issuance of 37,412 Class B Ordinary Sharesto Ms.Liu;and(ii)such issuance of 2,004,427 and 37,412 Class B Ordinary Shares to Mr.Hu and Ms.Liu,respectively,such that,asa result of the repurchase of Class A Ordinary Shares from and issuance of Class B Ordinary Shares to Mr.Hu and Ms.Liu,Mr.Huwould co
149、ntrol 97.15%of the total voting power of the Company and Ms.Liu would control 1.81%of the total voting power of theCompany.The effectiveness of the Third Amended and Restated Memorandum and Articles of Association and associated reclassification of theOrdinary Shares to Class A Ordinary Shares and t
150、he exchange of the Class A Ordinary Shares held by Mr.Hu and Ms.Liu for thesame number of Class B Ordinary Shares are collectively referred to as the“Dual Class Restructuring”.Unless otherwise noted,theshare and per share information in this prospectus reflects,other than in our financial statements
151、 and the notes thereto,the Dual ClassRestructuring and all Ordinary Shares issued and sold prior to the effective date of the Dual Class Restructuring have been reclassifiedas Class A Ordinary Shares(other than those held by Mr.Hu and Ms.Liu).ii PROSPECTUS SUMMARY The following summary is qualified
152、in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the risks of investing in our securities discussed under“Ri
153、sk Factors,”before deciding whether to invest in oursecurities.Our Business We commenced our natural products and ingredients business through Xian App-Chem Bio(Tech)Co.,Ltd.(“Xian App-Chem”),acorporation formed in the Peoples Republic of China in April of 2006.On April 23,2006,Xian App-Chem receive
154、d its BusinessLicense(Registration No.:6101012116403)from the Xian Administration for Industry and Commerce.On December 11,2019,Bon Natural Life Limited was incorporated under the laws of the Cayman Islands as our offshore holdingcompany to facilitate financing and offshore listing.Bon Natural Life
155、Limited subsequently established a Wholly Foreign-OwnedEnterprise(“WFOE”)in PRC China,Xian CMIT Information and Technology Co.,Ltd.(“Xian CMIT”).Xian CMIT is whollyowned by our direct subsidiary in Hong Kong,Tea Essence.Due to PRC legal restrictions on foreign ownership in companies thatengage in on
156、line sales China,we originally carried out our business through Xian App-Chem,a domestic PRC company,through avariable interest entity structure.Effective November 1,2021,however,we reorganized our corporate structure in the PRC and arenow the indirect sole shareholder of Xian App-Chem.Xian App-Chem
157、 is wholly-owned by two WFOEs Xian CMIT and XianYoupincui.Each of the WFOEs are in turn wholly-owned by Tea Essence,our direct wholly-owned subsidiary in Hong Kong.XianApp-Chems financial results are consolidated into our consolidated financial statements in accordance with U.S.GAAP because wehave c
158、ontrol over that entity by way of 100%equity ownership through Tea Essence,and in turn,Xian CMIT and Xian Youpincui.All of our actual business operations are conducted through Xian App-Chem and its subsidiaries.Bon Natural Life Limited(theCayman Islands holding company offering securities through th
159、e previously filed prospectus),its immediate Hong Kong subsidiaryTea Essence,and Tea Essences subsidiaries Xian CMIT and Xian Youpincui,function solely as holding companies.The following diagram illustrates our corporate structure as of the date of this prospectus:Xian App-Chems business focuses on
160、the manufacturing of personal care ingredients,such as plant extracted fragrance compoundsto perfume and fragrance manufacturers,natural health supplements such as powder drinks and bioactive food ingredient productsmostly used as food additives and nutritional supplements by its customers.Xian App-
161、Chem is devoted to providing high quality andcompetitive prices and a stable supply of products and services for the functional food,personal care,natural medicine and otherindustries.It provides these products and services for third party customers,as well as for its own proprietary brands.With“nou
162、rishlife with natural essence”as the business concept,and“becoming an innovator(leader)of natural functional ingredients and anintegrated supplier of great health industry”as the goal,after more than 18 years of efforts,Xian App-Chem has formed fourtechnology platforms respectively for natural produ
163、ct large-scale separation,natural product safety improvement,natural productactivity enhancement,and natural product function compounding.Its products have not been approved as effective in treating orpreventing any health conditions and/or diseases by a regulatory agency in the PRC.1 We were co-fou
164、nded by a team of top-level executives from Chinas domestic natural products industry,together with experts returnedfrom overseas.For the past 10 years,we have focused on the core needs of the natural products industry,emphasizing technologicalinnovation and supply chain integration.We are devoted t
165、o providing a stable supply of high-quality products and services atcompetitive prices for the functional food,personal care,cosmetic and pharmaceutical industries.“Nourish life with natural essence”is our business concept,and“Becoming an innovative leader of natural functional ingredients and an in
166、tegrated supplier for the healthindustry”is our goal.We have formed four technology platforms as follows:1.Commercial scale natural ingredient extraction and separation platform built with technologies such as continuous dynamicextraction and molecular distillation and membrane separation(“Technical
167、 Platform 1”);2.Natural extraction safety improvement and assurance platform designed with technology to remove heavy metal,pesticide,and other harmful residues(“Technical Platform 2”);3.Platform of bioactive ingredient of natural extract enhancement built with technology seeking to increase human a
168、bsorptionrate of naturally extracted ingredients by increasing their water solubility and utilizing drug delivery system(“TechnicalPlatform 3”);and 4.Natural extract formulation technology platform based on steady state technology with focus on formulation of natural anti-oxidant and functional olig
169、osaccharide to achieve stable output,high purity and absorption rate(“Technical Platform 4”).The services provided to our customers include customized product development and formulation and after-sale and technical support.These services are value-added provided to our customers to enhance customer
170、 loyalty and our competitiveness in the marketplace.Recent Developments Private Placement On May 16,2024,we closed an exempt private offering of$5,600,000 worth of Class A Ordinary Shares at a price of$2.29 per sharewith certain investors(the“Private Placement”).Together with each Class A Ordinary S
171、hare issued,the subscribers in the PrivatePlacement received warrants to purchase three(3)Class A Ordinary Shares of the Company at a price equal to 110%of the per-shareoffering price,exercisable for four(4)months from the close of the Private Placement.In total,the Company issued 2,445,415 ClassA O
172、rdinary Shares in the Private Placement,together with warrants to purchase up to 7,336,245 Class A Ordinary Shares at a price of$2.52 per Ordinary Share.A total of four(4)subscribers participated in the Private Placement,including the Companys Chairman andCEO,Yongwei Hu,who subscribed for 1,834,061
173、Class A Ordinary Shares and 5,502,183 warrants.Mr.Hus warrants were notexercised and have expired.The Private Placement was conducted pursuant to the exemption provided by Rule 506(b)under Regulation D.The shares wereoffered exclusively to“accredited investors”as defined in Rule 501 under Regulation
174、 D and the Company did not engage in anygeneral solicitation or advertising.White Lion Purchase Agreement On September 9,2024,we entered into an Ordinary Share Purchase Agreement(the“Purchase Agreement”)with White Lion Capital,LLC(“White Lion”).Under the Purchase Agreement,the Company has the right
175、to require White Lion to purchase,from time to time,up to a cumulative total of$10,000,000 worth of Class A Ordinary Shares.Additionally,the Company has the right,from time to time,to send White Lion a purchase notice requiring White Lion to purchaseClass A Ordinary Shares.The dollar amount of each
176、purchase notice shall be limited to the lesser of:(i)30%of the average dailytrading volume for the Class A Ordinary Shares over the preceding 5 business days;or(ii)$1,000,000 divided by the highest closingprice for the Class A Ordinary Shares over the preceding 5 business days.When sending a purchas
177、e notice to White Lion,theCompany may elect to send either a“Rapid Purchase Notice”or a“VWAP Purchase Notice.”In the case of a Rapid Purchase Notice,White Lions purchase price for the Class A Ordinary Shares shall be equal to the lowest traded price for the Class A Ordinary Sharesthat occurs during
178、the Rapid Purchase Notice Date(defined as the same day that the Rapid Purchase Notice is sent if the purchasenotice and a DWAC transfer of the shares to be purchased is completed before 9:00 a.m.,or the following business day if the noticeand/or the DWAC transfer if completed after 9:00 a.m.).In the
179、 case of a VWAP Purchase Notice,White Lions purchase price for theClass A Ordinary Shares shall be equal to 91%of the lowest daily VWAP(as defined in the Agreement)for the Class A OrdinaryShares during the VWAP Valuation Period(as defined in the Purchase Agreement)up until a total of$2,000,000 worth
180、 of Class AOrdinary Shares have been purchased.Thereafter,White Lions purchase price for the Class A Ordinary Shares under a VWAPPurchase Notice shall be equal to 97%of the lowest daily VWAP for the Class A Ordinary Shares during the VWAP Valuation Period.The VWAP Valuation Period is defined as 3 co
181、nsecutive business days commencing on the VWAP Purchase Notice Date(defined asthe same day that the VWAP Purchase Notice is sent if the purchase notice and a DWAC transfer of the shares to be purchased iscompleted before 9:00 a.m.,or the following business day if the notice and/or the DWAC transfer
182、if completed after 9:00 a.m.)2 White Lions obligation to purchase Class A Ordinary Shares under the Purchase Agreement is subject to certain conditions andlimitations,including the following:All shares to be issued under the Purchase Agreement must be covered by an effective registration statement a
183、nd theCompany must,within 90 business days,which date was extended to January 31,2025:(i)register its sale of ordinary sharesto White Lion under the Purchase Agreement via a prospectus supplement to its current shelf registration statement on FormF-3,and/or(ii)register White Lions resale of Class A
184、Ordinary Shares to be acquired under the Agreement on newregistration statement;The Companys ability to require White Lions purchase of Class A Ordinary Shares under the Purchase Agreement is limitedsuch that the Company may not require any purchase by White Lion to the extent that such purchase wou
185、ld result in WhiteLion beneficially owning more than 4.99%of the Class A Ordinary Shares immediately thereafter;and The Company may not issue more than 793,714 Class A Ordinary Shares to White Lion(equal to 19.99%of the Companysoutstanding ordinary shares on the date of the Purchase Agreement)unless
186、 or until shareholder approval of such issuances isobtained.As additional consideration to White Lion,the Company has agreed to issue White Lion$250,000 worth of Class A Ordinary Sharesas a commitment fee.Such commitment fee shares are issuable on the earlier of(i)the business day prior to the filin
187、g of a registrationstatement registering the Class A Ordinary Shares under the Purchase Agreement,(ii)the business day prior to the filing of prospectussupplement registering the Class A Ordinary Shares under the Purchase Agreement,or(iii)the business day prior to the date that theInvestor delivers
188、a written request to the Company for such commitment shares.The term of the Purchase Agreement runs untilSeptember 30,2025,or until a total$10,000,000 worth of Class A Ordinary Shares have been purchased,whichever occurs first.Tea Essence(Hangzhou)Transfer On November 28,2024,Tea Essence(Hangzhou)an
189、d Tea Essence entered into an equity transfer agreement.Pursuant to theagreement,Tea Essence(Hangzhou)agreed to purchase 100%of the equity interest in the Xian Cell and Molecule in exchange forconsideration of RMB 1,500,000.00.On November 28,2024,Tea Essence(Hangzhou)and Tea Essence entered into an
190、equity transfer agreement.Pursuant to theagreement,Tea Essence(Hangzhou)agreed to purchase 100%of the equity interest in the Youpincui in exchange for consideration ofRMB 500,000.00.As of the closing on November 29,2024,Tea Essence(Hangzhou)is the only headquarters of the Company within mainland Chi
191、na.Gansu Disposition As previously disclosed in a Report of Foreign Private Issuer on Form 6-K dated October 4,2024,on September 30,2024,ouroperating subsidiary Xian App-Chem Bio(Tech)Co.,Ltd.and its wholly owned subsidiary,Baimeikang entered into an Asset SellingAgreement(the“Selling Agreement”)wit
192、h Baixiangquan.Under the Selling Agreement,which closed on November 29,2024,App-Chem agreed to sell all the assets of Baimeikang to Baixiangquan by transferring 100%of the equity interests in Baimeikang toBaixiangquan.YongJinAn Acquisition On September 19,2024,the Tea Essence and the Seller entered
193、into a share transfer agreement(the“Share Transfer Agreement”).Pursuant to the Share Transfer Agreement,the Seller agreed to transfer 10,000 shares,each with a par value of HKD1.00(the“Transfer Price”),in the capital of YongJinAn to the Tea Essence on the terms contained therein.The YongJinAn Acquis
194、ition closed on September 19,2024 upon which Tea Essence became the sole shareholder of YongJinAn and asa result,assumed all assets and liabilities of YongJinAn and the subsidiaries owned or controlled by YongJinAn.YongJinAn currentlyhas no material assets or operations.2025 Extraordinary General Me
195、eting We held an Extraordinary General Meeting on January 16,2025,where the shareholders of the Company voted in favor of adoptingthe Third Amended and Restated Memorandum and Articles of Association.Pursuant to the Third Amended and RestatedMemorandum and Articles of Association(i)all of the author
196、ized(whether issued or not issued)Ordinary Shares were re-designatedand re-classified into Class A Ordinary Shares where the rights of the existing Ordinary Shares shall be the same as the Class AOrdinary Shares,and(ii)all of the authorized but unissued preference shares of par value of US$0.001 eac
197、h in the Company werecancelled and a new class of shares comprising of 30,000,000 Class B Ordinary Shares,which will be convertible,at the option of theholder thereof,into the number of fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis(subject to adjustmentas stated in the
198、 Companys articles of association)and be entitled to one hundred(100)votes per share,such that,the Companysauthorized share capital shall become US$300,000 divided into(a)270,000,000 Class A Ordinary Shares and(b)30,000,000 Class BOrdinary Shares.The Company also adopted the Third Amended and Restat
199、ed Memorandum and Articles of Association.3 Additionally,upon effectiveness of the Third Amended and Restated Memorandum and Articles of Association,the Company willrepurchase(a)2,004,427 Class A Ordinary Shares held by Mr.Yongwei Hu,our Chief Executive Officer,in consideration of theCompanys new is
200、suance of 2,004,427 Class B Ordinary Shares to Mr.Hu,and(b)37,412 Class A Ordinary Shares held by Ms.JingLiu,Mr.Hus wife and a director of the Company,in consideration of the Companys new issuance of 37,412 Class B Ordinary Sharesto Ms.Liu;and(ii)such issuance of 2,004,427 and 37,412 Class B Ordinar
201、y Shares to Mr.Hu and Ms.Liu,respectively,such that,asa result of the repurchase of Class A Ordinary Shares from and issuance of Class B ordinary shares to Mr.Hu and Ms.Liu,Mr.Huwould control 97.15%of the total voting power of the Company and Ms.Liu would control 1.81%of the total voting power of th
202、eCompany.The effectiveness of the Third Amended and Restated Memorandum and Articles of Association and associated reclassification of theOrdinary Shares to Class A Ordinary Shares and the exchange of the Class A Ordinary Shares held by Mr.Hu and Ms.Liu for thesame number of Class B Ordinary Shares
203、are collectively referred to as the“Dual Class Restructuring”.Unless otherwise noted,theshare and per share information in this prospectus reflects,other than in our financial statements and the notes thereto,the Dual ClassRestructuring and all Ordinary Shares issued and sold prior to the effective
204、date of the Dual Class Restructuring have been reclassifiedas Class A Ordinary Shares(other than those held by Mr.Hu and Ms.Liu).Risk Factor Summary Investing in our Class A Ordinary Shares involves a high degree of risk.Below is a summary of material factors that make aninvestment in our Class A Or
205、dinary Shares speculative or risky.Importantly,this summary does not address all of the risks that weface.Please refer to the information contained in and incorporated by reference under the heading“Risk Factors”on page 8 of thisprospectus for additional discussion of the risks summarized in this ri
206、sk factor summary as well as other risks that we face.Thefollowing is a summary of what we view as our most significant risk factors:Risks Related to Our Business Our failure to develop and market our products may limit our potential revenues and decrease the value of your Class AOrdinary Shares.Pol
207、itical events in China and around the globe,may significantly affect our business,assets or operations.Social unrest,actsof terrorism,regime changes,changes in laws and regulations,political upheaval,and policy changes or enactments couldnegatively impact our business in a particular country.The glo
208、bal economy and the financial markets may negatively affect our business and clients.Despite our marketing and other efforts,we may fail to develop new clients and retain our existing clients,which could havea material adverse effect on our business,financial condition,and results of operations.Acts
209、 of God,acts of war,epidemics and other disasters could materially and adversely affect our business.Any futureoccurrence of force majeure events,natural disasters or outbreaks of contagious diseases,including the COVID-19 outbreak,may materially and adversely affect our business,financial condition
210、s and results of operations.Because we conduct all of our operations in China,our business is subject to the complex and rapidly evolving laws andregulations there.The Chinese government may exercise significant oversight and discretion over the conduct of our businessand may intervene in or influen
211、ce our operations at any time,which could result in a material change in our operations and/orthe value of our Class A Ordinary Shares,could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of our securities to significantl
212、y decline or be worthless.4 Risks Related to Legal Uncertainty and Doing Business in China If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers,such action could significantly limit or complet
213、ely hinder our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.We may incur material product liability claims,which could increase our costs and harm our financial condition andoperating results.Any disrupti
214、on of our factories or our suppliers factories could materially and adversely affect our business and results ofoperation.We are subject to risks relating to our leased properties.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control
215、ofcurrency conversion may delay or prevent us from using the proceeds of any securities offerings to make loans to or makeadditional capital contributions to our PRC subsidiary,which could materially and adversely affect our liquidity and ourability to fund and expand our business.Risks Related to O
216、ur Securities The trading price for our Class A Ordinary Shares may fluctuate significantly,which could result in substantial losses toinvestors.Certain existing shareholders have control over our company and their interests may not be aligned with the interests of ourother shareholders.Because we d
217、o not expect to pay dividends in the foreseeable future,you must rely on price appreciation of our Class AOrdinary Shares for return on your investment.Certain judgements obtained against us by our shareholders may not be enforceable.If we fail to establish and maintain proper internal financial rep
218、orting controls,our ability to produce accurate financialstatements or comply with applicable regulations could be impaired.Our dual class structure has the effect of concentrating voting control with Yongwei Hu,our Chief Executive Officer.Corporate Information Our address is Room 601,Block C,Gazell
219、e Valley,No.69,Jinye Road High-Tech Zone,Xian,Shaanxi,China.Our phone number is0086-29-88346301.Our website is http:/.Information contained on,or available through,our website does notconstitute part of,and is not deemed incorporated by reference into,this prospectus.Our registered office in the Cay
220、man Islands islocated at the Office of Sertus Incorporations(Cayman)Limited,Sertus Chambers,Governors Square,Suite#5-204,23 Lime TreeBay Avenue,P.O.Box 2547,Grand Cayman,KY1-1104,Cayman Islands.Our agent for service of process in the United States is TheCrone Law Group P.C.,420 Lexington Avenue,Suit
221、e 2446,New York,NY 10170.Implications of Being an Emerging Growth Company We qualify as an“emerging growth company”pursuant to the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.Anemerging growth company may take advantage of specified reduced reporting and other requirements compared t
222、o those that areotherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirementunder Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth companys internal control overfinancial reporting.The JOBS Act al
223、so provides that an emerging growth company does not need to comply with any new or revisedfinancial accounting standards until such date that a private company is otherwise required to comply with such new or revisedaccounting standards.However,we have elected to“opt out”of this provision and,as a
224、result,we will comply with new or revisedaccounting standards as required when they are adopted for public companies.This decision to opt out of the extended transitionperiod under the JOBS Act is irrevocable.We will remain an emerging growth company until the earliest of(a)the last day of the fisca
225、l year during which we have total annualgross revenues of at least US$1.07 billion;(b)the last day of our fiscal year following the fifth anniversary of the completion of thisOffering;(c)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertib
226、ledebt;or(d)the date on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of our Shares that are held by non-affiliates exceeds US$700 million as ofthe last business day of our most recen
227、tly completed second fiscal quarter.Once we cease to be an emerging growth company,we willnot be entitled to the exemptions provided in the JOBS Act discussed above.Implications of Our Foreign Private Issuers Status Because we are a foreign private issuer under the Exchange Act,we are exempt from ce
228、rtain provisions of the securities rules andregulations in the United States that are applicable to U.S.domestic issuers,including:(i)the rules under the Exchange Act requiringthe filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;(ii)the sections of the Exchange Ac
229、tregulating the solicitation of proxies,consents,or authorizations in respect of a security registered under the Exchange Act;(iii)thesections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability forinsiders who profit from trade
230、s made in a short period of time;and(iv)the selective disclosure rules by issuers of material nonpublicinformation under Regulation FD.We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year.Press releases relating tofinancial results and material
231、events will also be furnished to the SEC on Form 6-K.However,the information we are required to filewith or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.domesticissuers.As a result,you may not be afforded the same protections or
232、information,which would be made available to you,were youinvesting in a U.S.domestic issuer.5 THE OFFERING Ordinary Units Being Offered Up to 5,000,000 Ordinary Units at an assumed public offering price of$2.00 perUnit,each consisting of one Class A Ordinary Share,one Series A Warrant topurchase one
233、 Class A Ordinary Share and one Series B Warrant to purchase oneClass A Ordinary Share.The Ordinary Units have no stand-alone rights and willnot be certificated or issued as stand-alone securities.The Class A OrdinaryShares can each be purchased in this offering only with the accompanyingWarrants as
234、 part of the Ordinary Units,but the component parts of the OrdinaryUnits will be immediately separable and issued separately in this Offering.Pre-Funded Units Being Offered We are also offering to those purchasers,if any,whose purchase of the Class AOrdinary Shares in this Offering would result in t
235、he purchaser,together with itsaffiliates,beneficially owning more than 4.99%(or at the election of thepurchaser,9.99%)of our outstanding Class A Ordinary Shares immediatelyfollowing the consummation of this Offering,the opportunity to purchase,ifthey so choose,Pre-Funded Units in lieu of the Ordinar
236、y Units that wouldotherwise result in ownership in excess of 4.99%(or 9.99%,as applicable)ofour outstanding Class A Ordinary Shares.Each Pre-Funded Unit consists of onePre-Funded Warrant,one Series A Warrant to purchase one Class A OrdinaryShare and one Series B Warrant to purchase one Class A Ordin
237、ary Share.ThePre-Funded Units have no stand-alone rights and will not be certificated orissued as stand-alone securities.The Pre-Funded Warrants can each bepurchased in this offering only with the accompanying Pre-Funded Warrants aspart of the Pre-Funded Units,but the component parts of the Pre-Fund
238、ed Unitswill be immediately separable and issued separately in this Offering.For each Pre-Funded Unit that we sell,the number of Ordinary Units that we areoffering will be decreased on a one-for-one basis.Each Pre-Funded Warrant willbe immediately exercisable and may be exercised at any time,subject
239、 toownership limitations.The purchase price of each Pre-Funded Unit is equal tothe price per Ordinary Unit being sold to the public in this offering,minus$0.001,and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit is$0.001 per share.Because we will issue both a Series A
240、Warrantand Series B Warrant as part of each Ordinary Unit or Pre-Funded Unit,thenumber of Warrants sold in this offering will not change as a result of a changein the mix of the Ordinary Units and Pre-Funded Units sold.Class A Ordinary Shares outstanding immediatelyprior to the Offering 2,128,719 Cl
241、ass B Ordinary Shares outstanding immediatelyprior to the Offering 2,041,839 Class A Ordinary Shares to be outstandingimmediately after the Offering Series A Warrants included in the Units offered byus Series A Warrants to purchase up to 5,000,000 Class A Ordinary Shares.Theexercise price per share
242、pursuant to the Series A Warrants will equal$.Theexercise price of the Series A Warrants will be reset immediately following thethirtieth(30th)trading day(the“Reset Date”)following the issuance date of theSeries A Warrants to a price that is equal to 105%of the arithmetic average ofthe three lowest
243、per share VWAPs of the Class A Ordinary Shares on the tradingmarket for the twenty(20)trading days immediately prior to the Reset Date,provided that such price shall not be lower than the Floor Price.The Series AWarrants are immediately separable and will be issued separately in thisOffering,but mus
244、t initially be purchased together with the other componentparts of the Units in this Offering.The Series A Warrants will be immediatelyexercisable and will expire on the third anniversary of the original issuance date.The Series A Warrants may be exercised only for a whole number of shares.Nofractio
245、nal shares will be issued upon exercise of the Series A Warrants.Thisprospectus also relates to the Class A Ordinary Shares issuable upon exercise ofthe Series A Warrants.Series B Warrants included in the Units offered byus Series B Warrants to purchase up to 5,000,000 Class A Ordinary Shares.Theexe
246、rcise price per share pursuant to the Series B Warrants will equal$.TheSeries B Warrants are immediately separable and will be issued separately inthis Offering,but must initially be purchased together with the other componentparts of the Units in this Offering.The Series B Warrants will be immediat
247、elyexercisable and will expire on the third anniversary of the original issuance date.The Series B Warrants may be exercised only for a whole number of shares.Nofractional shares will be issued upon exercise of the Series B Warrants.Thisprospectus also relates to the offering of the Class A Ordinary
248、 Shares issuableupon exercise of the Series B Warrants.If,at the time a holder exercises its Warrants,a registration statement registeringthe issuance or resale of the Class A Ordinary Shares underlying the Warrantsunder the Securities Act is not then effective or available for the issuance of suchC
249、lass A Ordinary Shares,then in lieu of making the cash payment of theaggregate exercise price,the holder may elect instead to receive upon suchexercise the net number of Class A Ordinary Shares determined according to theformula set forth in the Warrants.In addition to the rights with respect to cas
250、hless exercise set forth above,aSeries B Warrant holder may,at any time and in its sole discretion,exercise itsSeries B Warrants in whole or in part by means of a one-time only“alternativecashless exercise”in which the holder will be entitled to receive a number ofClass A Ordinary Shares equal to th
251、e product of(a)the number of shares thatwould be issuable upon exercise of the Series B Warrant if such exercise wereby means of a cash exercise rather than a cashless exercise and(b)the quotientobtained by dividing(i)the exercise price minus the lowest VWAP of theOrdinary Shares over the 10 trading
252、 days immediately prior to the exercise dateby(ii)50%of such VWAP.6 Best-efforts Offering We are offering the Units on a best-efforts basis.We have engaged UnivestSecurities,LLC as our exclusive placement agent to use its reasonable bestefforts to solicit offers to purchase the Units in this Offerin
253、g.The PlacementAgent has no obligation to buy any of the Units from us or to arrange for thepurchase or sale of any specific number or dollar amount of the Units.No minimum offering amount is required as a condition to closing this Offering.We may undertake one or more closings for the sale of the U
254、nits.We expect tohold an initial closing of the Offering on ,2025,but the Offering will beterminated by ,provided that closing of the Offering for all of the Units havenot occurred by such date,but may be extended by written agreement of theCompany and the Placement Agent.Use of Proceeds Our proceed
255、s from this Offering will be up to$10,000,000 before expenses.Weintend to use these proceeds for working capital,to expand our sales network,research and development,and to expand our production capacity.Please see“Use of Proceeds”for additional information.Lock-Up Agreements We will not,without the
256、 prior written consent of the Placement Agent,issue,enter into any agreement to issue or announce the issuance or proposed issuanceof any Class A Ordinary Shares or any securities of the Company or itssubsidiaries which would entitle the holder thereof to acquire at any time ClassA Ordinary Shares,d
257、uring the 90-day period from the date of completion of thisOffering,subject to certain exemptions.We will also not,without the prior written consent of the Placement Agent,during the 120-day period from the date of completion of this Offering,effectuate or enter into an agreement to effect any issua
258、nce of Class A OrdinaryShares or any securities which would entitle the holder thereof to acquire at anytime Class A Ordinary Shares(or a combination of units thereof)involving,among others,transactions in which we(i)issue or sell any debt or equitysecurities that are convertible into,exchangeable o
259、r exercisable for,or includethe right to receive additional Class A Ordinary Shares either(A)at a conversionprice,exercise price or exchange rate or other price that is based upon and/orvaries with the trading prices of or quotations for the Class A Ordinary Shares atany time after the initial issua
260、nce of such debt or equity securities,or(B)with aconversion,exercise or exchange price that is subject to being reset at somefuture date after the initial issuance of such debt or equity security or upon theoccurrence of specified or contingent events directly or indirectly related to ourbusiness or
261、 the market for the Class A Ordinary Shares(but not includingantidilution protections related to future share issuances)or(ii)enter into,oreffect a transaction under,any agreement,including,but not limited to,an equityline of credit,whereby we may issue securities at a future determined price,subjec
262、t to certain exemptions.Each of our directors,executive officers and 5%or more shareholders will enterinto a lock-up agreement with us for a period of 90 days from the date ofcompletion of this Offering,subject to certain exceptions,with respect to ourClass A Ordinary Shares or any securities which
263、would entitle the holder thereofto acquire at any time Class A Ordinary Shares.See“Plan of Distribution”and“Shares Eligible for Future Sale.”Listing Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under thesymbol“BON”.There is no established trading market for the Units,Pre-Funde
264、d Units or Warrants,and we do not expect a trading market for any suchsecurities to develop.We do not intend to list such securities on any securitiesexchange or other trading market.Without a trading market,the liquidity of suchsecurities will be extremely limited.Risk Factors See“Risk Factors”and
265、the other information in this prospectus for a discussionof the factors you should consider before deciding to invest in our Class AOrdinary Shares.The number of Class A Ordinary Shares to be outstanding immediately prior to this offering is based on 2,128,719 Class A OrdinaryShares outstanding as o
266、f the date of this prospectus but excludes the following as of such date:15,033 options outstanding with an exercise price of$0.10 per share.7 RISK FACTORS An investment in our securities involves significant risks.You should consider carefully all of the information in this prospectus,including the
267、 risks and uncertainties described below,before making an investment in our securities.Any of the following risks couldhave a material and adverse effect on our business,financial condition and results of operations.In any such case,the market price ofour Class A Ordinary Shares could decline,and yo
268、u may lose all or part of your investment.Risks Related To Our Financial Condition and Business Model Because we conduct all of our operations in China,our business is subject to the complex and rapidly evolving laws andregulations there.The Chinese government may exercise significant oversight and
269、discretion over the conduct of our businessand may intervene in or influence our operations at any time,which could result in a material change in our operations and/orthe value of our Class A Ordinary Shares,could significantly limit or completely hinder our ability to offer or continue to offersec
270、urities to investors and cause the value of our securities to significantly decline or be worthless.As a business operating in China,we are subject to the laws and regulations of the PRC,which can be complex and evolve rapidly.The PRC government has the power to exercise significant oversight and di
271、scretion over the conduct of our business,and theregulations to which we are subject may change rapidly and with little notice to us or our shareholders.The PRC legal system is basedon written statutes.Unlike common law systems,it is a system in which legal cases have limited value as precedents.In
272、the late1970s,the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters ingeneral.The overall effect of legislation over the past four decades has significantly increased the protections afforded to variousforms of foreign or private-sector inve
273、stment in China.As relevant laws and regulations are relatively new and the PRC legal systemcontinues to rapidly evolve with little advance notice,however,the interpretations of many laws,regulations and rules are not alwaysuniform and enforcement of these laws,regulations and rules involve uncertai
274、nties.The PRC government has the power to exercisesignificant oversight and discretion over the conduct of our business,and the regulations to which we are subject may change rapidlyand with little notice to us or our shareholders.In addition,these laws and regulations may be interpreted and applied
275、 inconsistentlyby different agencies or authorities,and inconsistently with our current policies and practices.New laws,regulations,and othergovernment directives in the PRC may also be costly to comply with,and such compliance or any associated inquiries orinvestigations or any other government act
276、ions may:Delay or impede our development,Result in negative publicity or increase our operating costs,Render it difficult or impossible for us to raise capital through new securities offerings,thus hindering our development,Require significant management time and attention,and Subject us to remedies
277、,administrative penalties and even criminal liabilities that may harm our business,including finesassessed for our current or historical operations,or demands or orders that we modify or even cease our business practices.The promulgation of new laws or regulations,or the new interpretation of existi
278、ng laws and regulations,in each case that restrict orotherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspectsof our business to ensure compliance,which could decrease demand for our products,reduce revenues,increase costs,requ
279、ire us toobtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To the extent any new or more stringentmeasures are required to be implemented,our business,financial condition and results of operations could be adversely affected,andany such action could signi
280、ficantly limit or completely hinder our ability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.8 Our failure to appropriately respond to changing consumer preferences and demand for new products or productenhanceme
281、nts could significantly harm our customer relationships and product sales and harm our financial condition andoperating results.Our business is subject to changing consumer trends and preferences,especially with respect to weight management;targetednutrition;energy,sports,and fitness;and other nutri
282、tion products.Our continued success depends in part on our ability to anticipateand respond to these changes,and we may not respond in a timely or commercially appropriate manner to such changes.Furthermore,the nutritional supplement industry is characterized by rapid and frequent changes in demand
283、for products and new productintroductions and enhancements.Our failure to accurately predict these trends could negatively impact consumer opinion of ourproducts and cause the loss of sales.Our short term new product development primarily focuses on health supplements,such asvarious powder drink pro
284、ducts seeking to i)boost immunity;ii)prevent indigestion;iii)prevent respiratory infection;iv)preventallergic skin reaction;v)improve sleep quality;vi)prevent memory loss and vii)alleviate anxiety.Our products have not beenapproved as effective in treating or preventing any health conditions and/or
285、diseases by a regulatory agency in the PRC.In terms ofproduct enhancements,we are also working on increasing the purity of our bioactive food ingredients,such as our ultra-purestachyose as a dietary supplement for infants,flavanols to seek intestine health improvement,procyanidin b2 to seek to promo
286、te hairgrowth,and high soluble and low residue sclareolide to seek weight management.The success of our new product offerings andenhancements depends upon a number of factors,including our ability to:accurately anticipate customer needs;innovate and develop new products or product enhancements that
287、meet these needs;successfully commercialize new products or product enhancements in a timely manner;price our products competitively;manufacture and deliver our products in sufficient volumes and in a timely manner;and differentiate our product offerings from those of our competitors.If we do not in
288、troduce new products or make enhancements to meet the changing needs of our customers in a timely manner,some ofour product offerings could be rendered obsolete,which could negatively impact our revenues,financial condition and operatingresults.If we are unable to build sufficient distribution netwo
289、rk to meet increasing demand of our products,our ability to execute onour business plan as outlined in this prospectus will be impaired.We sell our products through our direct sales force and distribution channel.Although our sales and distribution satisfy our existingbusiness needs,they might be in
290、sufficient to meet demand for our products as we continue to grow our business,which could result inharm to our sales and business operations,financial condition and results of operations.To mitigate such risk,we intent to invest ourinternally generated cash from operations and capital to be raised
291、to add additional teams to our direct sales force,expand ourgeographic reach with new distribution channels into other provinces within China and overseas,and establish more sales online.Ifour planned efforts to expand our sales and distribution channels are not effective,our ability to execute on o
292、ur business plan and torealize continued growth with be impaired.Production difficulties,quality control problems,inaccurate forecasting and reliance on third-party suppliers could harm ourbusiness.Production difficulties,quality control problems,inaccurate forecasting and our reliance on third part
293、y suppliers to manufacture anddeliver products that meet our specifications in a timely manner could harm our business.We could experience production difficultieswith respect to our products,including the availability of raw materials,components,packaging and products that do not meet ourspecificati
294、ons and quality control standards.These production difficulties and quality problems could result in stock outages orshortages in our markets with respect to such products,harm our sales,or create inventory write-downs for unusable products.9 The inability to obtain adequate supplies of raw material
295、s for products at favorable prices,or at all,could have a materialadverse effect on our business,financial condition,or results of operations.We acquire our raw materials for the manufacture of our products from third-party suppliers.Materials used in manufacturing ourproducts are purchased through
296、purchase order,often invoking pre-negotiated supply agreements.We have very few long-termagreements for the supply of these materials.There is a risk that any of our suppliers could discontinue selling raw materials to us.Although we believe that we could establish alternate sources for most of our
297、products,any delay in locating and establishingrelationships with other sources could result in product shortages or back orders for products,with a resulting loss of net sales.Incertain situations,we may be required to alter our products or to substitute different products from another source.There
298、 can be noassurance that suppliers will provide the raw materials that are needed by us in the quantities that we request or at the prices that weare willing to pay.Because we do not control the actual production of certain raw materials,we are also subject to delays caused byany interruption in the
299、 production of these materials,based on conditions not within our control,including weather,crop conditions,transportation interruptions,strikes by supplier employees,and natural disasters or other catastrophic events.Our products have not been clinically proven to be safe or effective,and our quali
300、ty control efforts are limited to ensuringingredient and product purity and certain safety measures.If our products,or similar products distributed by othercompanies,were proven or asserted to be unsafe or ineffective,our business would be harmed.Our products include nutritional supplements that are
301、 made from vitamins,minerals,herbs,and other substances for which there is along history of human consumption.Some of our products contain innovative ingredients or combinations of ingredients.Although webelieve that all of our products are safe when taken as directed,there is little long-term exper
302、ience with human consumption of certainof these product ingredients or combinations of ingredients in concentrated form.We have not conducted clinical trials on the safety orefficacy of our products,and no government agency with authority has made any determination regarding their safety or efficacy
303、.Ourinspection and quality control efforts are limited to ensuring ingredient and product purity and quality.We follow industry bestpractices by inspecting sourced raw materials and finished products and formulating our products and in accordance to“ISO22000Food Safety Management System-Procurement
304、Control Procedure”,“Peoples Republic of China National Standard-Powder Drink”,and“Peoples Republic of China Domestic Trade Industry Standard-Tablet Candy”.In addition to our self-inspections,we useauthorized national food quality control and safety inspection agencies to inspect our raw materials an
305、d finished products.Theseinspections and practices,however,do not constitute proof or assurance that our products are safe or effective.We could be adverselyaffected in the event that our products,or similar products distributed by other companies,were proven or are asserted to beineffective or harm
306、ful to consumers or in the event of adverse publicity associated with any illness or other adverse effects resultingfrom consumers use or misuse of our products or similar products of our competitors.10 We may face increased competition from new and existing firms with greater capital resources,whic
307、h could cause our marketshare and profitability to decline if we do not successfully meet competitive challenges.Because of the strong prospects and recent growth of our existing business,we may face new direct competition from somecounterparts engaged in other categories of the natural products and
308、 ingredients business,such as Chenguang Biotech from China,which is engaged in natural colors,Layn,which engaged in natural sweeteners,and European counterparts like Koninklijke DSMN.V.,Symrise AG,and Givaudan SA.These firms may seek to compete directly with Xian App-Chem in its existing businesses
309、tosome extent.The size,financial strength,technology foundation and development capabilities of the above-mentioned companies arestrong,and potential competition from these firms will be a key competitive challenge in the near future.In addition,large and well-developed food and food ingredient comp
310、anies may seek to enter the nutritional health space.These companies may challenge us byseeking to secure key raw material sources for their products and to acquire stability,reliability and cost advantages for their supplychains.Because of the strong capital and brand strength of such companies,the
311、y might pose challenges to us in the future.If we areunable to continue to expand,innovate,and collaborate to improve our market position in the face of new competition,our marketshare,revenues,and profitability will be adversely affected.If we do not obtain substantial additional financing,our abil
312、ity to execute on our business plan as outlined in this prospectuswill be impaired.Our plans for business expansion and development are dependent upon our raising significant additional capital.Our plans call forsignificant new investments in research and development,marketing,expanded productions c
313、apacity,and working capital for rawmaterials and other items.Management estimates that our capital needs for expansion will be approximately$40 million.We will berequired to seek additional investments,loans or debt financing to fully pursue our business plans.Such additional investment may notbe av
314、ailable to us on terms which are favorable or acceptable.Should we be unable to meet our full capital needs,our ability to fullyimplement our business plan will be impaired.If we are unable to retain key personnel and hire new key personnel,we may not be able to implement our business plan.Our abili
315、ty to succeed depends upon the experience and contributions of our key personnel,and in particular,our founder and CEO,Mr.Hu.The loss of the services of these individuals,if they are not adequately replaced,could have a substantial adverse effect on ourfinancial condition,results of operations,and p
316、rospects.Our future success will also depend on our ability to identify,attract,andretain additional qualified personnel as we expand our operations.There is no guarantee that we will be successful in identifying,attracting,and retaining such personnel.Consequently,the loss of any of those individua
317、ls may have a substantial effect on our futuresuccess or failure.We may have to recruit qualified personnel with competitive compensation packages,equity participation,and otherbenefits that may affect the working capital available for our operations.Management may have to seek to obtain outside ind
318、ependentprofessionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development andoperation of many company projects.No assurance can be given that we will be able to obtain such needed assistance on termsacceptable to us.Our failure to attra
319、ct additional qualified employees or to retain the services of key personnel could have a materialadverse effect on our operating results and financial condition.11 Negative publicity may harm our brand and reputation and have a material adverse effect on our business.Negative publicity about us,inc
320、luding our services,management,business model and practices,compliance with applicable rules,regulations and policies,or our network partners may materially and adversely harm our brand and reputation and have a materialadverse effect on our business.We cannot assure you that we will be able to defu
321、se any such negative publicity within a reasonableperiod of time,or at all.Additionally,allegations,directly or indirectly against us,may be posted on the internet by anyone on anamed or anonymous basis,and can be quickly and widely disseminated.Information posted may be inaccurate,misleading andadv
322、erse to us,and it may harm our reputation,business or prospects.The harm may be immediate without affording us an opportunityfor redress or correction.Our reputation may be negatively affected as a result of the public dissemination of negative and potentiallyinaccurate or misleading information abo
323、ut our business and operations,which in turn may materially adversely affect ourrelationships with our customers,employees or business partners,and adversely affect the price of our Class A Ordinary Shares.Because we are an“emerging growth company,”we may take advantage of certain exemptions from va
324、rious reportingrequirements that are applicable to other public companies that are not“emerging growth companies.”We are an“emerging growth company”as defined under the Jumpstart our Business Startups Act(“JOBS Act”).We will remain an“emerging growth company”for up to five years,or until the earlies
325、t of:(i)the last day of the first fiscal year in which our total annual gross revenues exceed$1.235 billion,(ii)the date that we become a“large accelerated filer”as defined in Rule 12b-2 under the Securities Exchange Act of 1934,which would occur if the market value of our Class A Ordinary Shares th
326、at is held by non-affiliates exceeds$700 million asof the last business day of our most recently completed second fiscal quarter,or (iii)the date on which we have issued more than$1 billion in non-convertible debt during the preceding three-year period.As an“emerging growth company”,we may take adva
327、ntage of certain exemptions from various reporting requirements that areapplicable to other public companies that are not“emerging growth companies”including,but not limited to:not being required to comply with the auditor attestation requirements of section 404(b)of the Sarbanes-Oxley Act(“Sarbanes
328、 Oxley”)(we also will not be subject to the auditor attestation requirements of section 404(b)as long as we are a“smaller reporting company”,which includes issuers that had a public float of less than$75 million as of the last businessday of their most recently completed second fiscal quarter);reduc
329、ed disclosure obligations regarding executive compensation in our periodic reports and proxy statements;and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.In addition,s
330、ection 107 of the JOBS Act provides that an“emerging growth company”can take advantage of the extended transitionperiod provided in section 7(a)(2)(B)of the Securities Act of 1933(the“Securities Act”)for complying with new or revisedaccounting standards.Under this provision,an“emerging growth compan
331、y”can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.However,we are choosing to“opt out”of such extended transitionperiod and,as a result,we will comply with new or revised accounting standards on the relevant dates on which adoptio
332、n of suchstandards is required for non-emerging growth companies.Section 107 of the JOBS Act provides that our decision to opt out of theextended transition period for complying with new or revised accounting standards is irrevocable.12 Risks Related to Our Corporate Structure Our current corporate
333、structure and business operations may be affected by the newly enacted Foreign Investment Law.On March 15,2019,the National Peoples Congress approved the Foreign Investment Law,which came into effect on January 1,2020.Along with the Foreign Investment Law,the Implementing Rules of Foreign Investment Law promulgated by the State Counciland the Interpretation of the Supreme Peoples Court on Several