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1、F-1/A 1 tm2427701-3_f1a.htm F-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Commission on January 17,2025Registration No.333-283249 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549AMENDMENT NO.1TOFORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933Baird Me

2、dical Investment Holdings Limited(Exact name of Registrant as specified in its charter)The Cayman Islands 3711 Not Applicable (State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 202,2/F,Baide Bu

3、ilding,Building 11,No.15Rongtong Street,Yuexiu District,Guangzhou,Peoples Republic of China(86)20 8218-5926(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711Tel:(302)738-6680(Na

4、me,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Dan Ouyang,Esq.K.Ronnie Li,Esq.Wilson Sonsini Goodrich&RosatiProfessional CorporationUnit 2901,29F,Tower C,Beijing Yintai CentreNo.2 Jianguomenwai AvenueChaoyang District,Beijing 100022The Peoples R

5、epublic of China(86)10 6529-8300 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 u

6、nder theSecurities Act of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration

7、 statement for the same offering.If this Form is a post-effective amendment filed 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 p

8、ost-effective amendment filed pursuant to Rule 462(d)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.Indicate by check mark whether the registrant is an emerging growth com

9、pany as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Sect

10、ion 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant will file a further amendment which specifically states that this registration statement will thereafter become effec

11、tive in accordance withSection 8(a)of the Securities Act of 1933,as amended,or until the registration statement will become effective on such date as the Securities andExchange Commission,acting pursuant to said Section 8(a),may determine.The term“new or revised financial accounting standard”refers

12、to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.TABLE OF CONTENTSSUBJECT TO COMPLETION,DATED JANUARY 17,2025PRELIMINARY PROSPECTUSUP TO 11,500,000 ORDINARY SHARES ISSUABLE UPON THE EXERCISE OF WARRANTSUP TO 34,415,562 ORDINA

13、RY SHARES OFFERED BY SELLING SECURITYHOLDERSOFBAIRD MEDICAL INVESTMENT HOLDINGS LIMITEDThis prospectus relates to the issuance by Baird Medical Investment Holdings Limited(“we,”“us,”“BairdMedical”or the“Company”)of up to 11,500,000 ordinary shares,par value$0.0001 per share,of the Company(the“Ordina

14、ry Shares”),issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of$11.50,which were issued on October 1,2024(the“Closing Date”)in exchange for the public warrants of ExcelFin AcquisitionCorp.(“ExcelFin”)that were issued in the initial public offering of ExcelFin(t

15、he“Public Warrants”or“Warrants”).This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named inthis prospectus or their pledgees,donees,transferees,assignees or other successors in interest(that receive any of thesecurities as a gift,distributi

16、on,or other non-sale related transfer)(collectively,the“Selling Securityholders”)of up to34,415,562 Ordinary Shares,including(1)27,463,627 issued and outstanding Ordinary Shares currently held by BettersMedical Investment Holdings Limited(“Betters Medical”),which were issued to Betters Medical in co

17、nnection with theBusiness Combination valued at$10.20 per share;such Ordinary Shares will be distributed to the existing shareholdersof Betters Medical as a stock dividend through a pro rata distribution in proportion to Betters Medicals shareholdingstructure(the“Pro Rata Distribution”),which,taking

18、 into account the Business Combination,would be deemed asacquired by such shareholders(other than our founder)at a price ranging from approximately RMB1.4 to RMB33.6 pershare;(2)6,028,406 issued and outstanding Ordinary Shares issued to ExcelFin SPAC LLC(the“Sponsor”)and certainother shareholders of

19、 ExcelFin(the“Sponsor Shares”),comprising(x)5,750,000 Ordinary Shares exchanged from5,750,000 ExcelFin Class A Common Stock purchased by the Sponsor at a price of approximately$0.004 per share;and(y)278,406 Ordinary Shares converted from the aggregate outstanding balance of certain working capital l

20、oansprovided to ExcelFin by the Sponsor and its affiliates at a conversion price of$10.20 per share;(3)50,000 issued andoutstanding Ordinary Shares currently held by J.V.B.Financial Group,LLC(“Cohen”),which were issued to Cohenvalued at$10.00 per share;(4)up to 290,000 Ordinary Shares by Grand Fortu

21、ne Capital,LLC(“GFC”)uponconversion of 290,000 issued and outstanding Series A Convertible Preferred Shares(the“GFC Shares”)acquired byGFC in a private placement concurrently with the closing of the Business Combination at$10.00 per share inaccordance with the Amended and Restated Articles of Associ

22、ation of Baird Medical;and(5)583,529 issued andoutstanding Ordinary Shares currently held by Grand Fortune Capital(H.K.)Company Limited(“Grand Fortune”),which were issued to Grand Fortune valued at$6.75 per share.The securities registered herein are identified in this prospectus as the Registered Se

23、curities.We are registering theoffer and sale of the Registered Securities,in part,to satisfy certain registration rights we have granted.The SellingSecurityholders may offer all or part of the Registered Securities for resale from time to time through public or privatetransactions,at either prevail

24、ing market prices or at privately negotiated prices.The Registered Securities are beingregistered to permit the Selling Securityholders to sell securities from time to time,in amounts,at prices and on termsdetermined at the time of offering.The Selling Securityholders may sell the Registered Securit

25、ies through ordinarybrokerage transactions,in underwritten offerings,directly to market makers of our securities or through any othermeans described in the section entitled“Plan of Distribution”herein.In connection with any sales of the RegisteredSecurities offered hereunder,the Selling Securityhold

26、ers,any underwriters,agents,brokers or dealers participating insuch sales may be deemed to be“underwriters”within the meaning of the Securities Act of 1933,as amended.Subject to the lock-up restrictions described in this prospectus under the section titled“Plan of Distribution,”andassuming the Earno

27、ut Shares will be vested,the Selling Securityholders can sell,under this prospectus,up to34,415,562 Ordinary Shares constituting(on a post-exercise basis)approximately 71.5%of our issued and outstandingOrdinary Shares as of January 16,2025(assuming the exercise of all of our outstanding Warrants and

28、 full conversion ofGFC Shares into 290,000 Ordinary Shares).Despite a potential decline in the public trading price of the OrdinaryShares,certain Selling Securityholders may still experience a positive rate of return on the securities that they sellpursuant to this prospectus as they have acquired t

29、he securities registered hereunder at prices substantially belowcurrent market prices,and may therefore have an incentive to sell their securities.For example,based on the closingprice of our Ordinary Shares at$5.42 on January 16,2025,the holders of Sponsor Shares may experience a potentialprofit of

30、 up to$5.416 per share;and certain shareholders of Betters Medical following the Pro Rata Distribution mayexperience a potential profit of up to$5.23 per share.The holders of Public Warrants may experience a potential profiton their Warrants if the price of our Ordinary Shares exceeds$11.50 per shar

31、e.However,the public holders of oursecurities may not experience a similar rate of return on the securities they purchase due to differences in the applicablepurchase price and trading price.Given theThe information in this preliminary prospectus is not complete and may be changed.These securities m

32、ay not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.TABLE OF CONTENTSsubstantia

33、l number of securities being registered for potential resale by the Selling Securityholders pursuant to thisprospectus,the sale of such securities by the Selling Securityholders,or the perception in the market that the SellingSecurityholders may or intend to sell all or a significant portion of such

34、 securities,could increase the volatility of themarket price of our Ordinary Shares or result in a significant decline in the public trading price of our Ordinary Shares.We will not receive any proceeds from the sale of the securities by the Selling Securityholders.We will receiveproceeds from the e

35、xercise of Warrants if the Warrants are exercised for cash.The likelihood that warrant holders willexercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our OrdinaryShares.Based on the closing price of our Ordinary Shares at$5.42 on January 16,2025,w

36、hich is less than the exerciseprice of$11.50 per share pursuant to the terms of the Warrants,we believe the warrant holders will be unlikely toexercise their Warrants,and we are unlikely to receive proceeds from the exercise of Warrants.We will pay theexpenses associated with registering the sales b

37、y the Selling Securityholders,as described in more details in the sectiontitled“Use of Proceeds”appearing elsewhere in this prospectus.Our Ordinary Shares and our Warrants to purchase Ordinary Shares are listed on the Nasdaq Stock Market LLC(“Nasdaq”),under the trading symbols“BDMD”and“BDMD W,”respe

38、ctively.On January 16,2025,the closing pricefor our Ordinary Shares on Nasdaq was$5.42,and the closing price for our Warrants on Nasdaq was$0.08.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read this entire prospectus and any

39、 amendments or supplements carefully before you make your investmentdecision.Throughout this prospectus,unless the context indicates otherwise,references to“we”,“us”or the“Company”refer to Baird Medical Investment Holdings Limited,a Cayman Islands holding company,and its subsidiaries.Baird Medical i

40、s a Cayman Islands holding company and not a Chinese operating company.We carry out ourbusiness in China through our wholly-owned PRC subsidiaries.We face various legal and operational risks anduncertainties associated with being based in or having substantially all of our operations in China.We are

41、 subject tocomplex and evolving laws and regulations in China.The PRC government has indicated an intent to exert moreoversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers,andinitiated various regulatory actions and made various public stat

42、ements,some of which are published with very shortnotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding effortsin anti-monopoly enf

43、orcement.For instance,we face risks associated with regulatory approvals on overseas offeringsand oversight on cybersecurity and data privacy,which may impact our ability to conduct certain business,acceptforeign investments,or list and conduct offerings on a U.S.or other foreign stock exchange.Thes

44、e risks could result ina material adverse change in our operations and the value of the Ordinary Shares,significantly limit or completelyhinder our ability to offer or continue to offer securities to investors,or cause the value of such securities tosignificantly decline or become worthless.For deta

45、ils,see“Risk FactorsRisks Related to Doing Business in China.”We are subject to a number of prohibitions,restrictions and potential delisting risk under the Holding ForeignCompanies Accountable Act,as amended by the Consolidated Appropriations Act 2023(the“HFCAA”).Our auditor,Marcum Asia CPAs LLP,an

46、 independent registered public accounting firm that headquartered in the United States,iscurrently subject to the PCAOB inspections on a regular basis and was not identified in the determination report madeby the PCAOB on December 16,2021.Pursuant to the HFCAA and related regulations,if we have file

47、d an audit reportissued by a registered public accounting firm that the Public Company Accounting Oversight Board(the“PCAOB”)hasdetermined that it is unable to inspect and investigate completely,the Securities and Exchange Commission(the“SEC”)will identify us as a“Commission-identified Issuer,”and t

48、he trading of our securities on any U.S.national securitiesexchange,as well as any over-the-counter trading in the United States,will be prohibited if we are identified as aCommission-identified Issuer for two consecutive years.On December 15,2022,the PCAOB announced that it wasable to secure comple

49、te access to inspect and investigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong completely in 2022.The PCAOB Board vacated its previous 2021 determinations thatthe PCAOB was unable to inspect or investigate completely registered public accounting firms head

50、quartered inmainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subjectto uncertainties and depends on a number of factors out of our and our

51、auditors control.The PCAOB continues todemand complete access in mainland China and Hong Kong moving forward and pursue ongoing investigations andinitiate new investigations as needed.The PCAOB has also indicated that it will act immediately to consider the need toissue new determinations with the H

52、FCAA if needed.If the PCAOB is unable to inspect and investigate completelyregistered public accounting firms located in China and we fail to retain another registered public accounting firm thatthe PCAOB is able to inspect and investigate completely,we will be identified as a“Commission-identified

53、Issuer,”andupon two consecutive years of non-inspection under the HFCAA,the Ordinary Shares will be delisted from the NasdaqStock Market and will not beThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement

54、filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.TABLE OF CONTENTSpermitted for trading over the counter either.The related

55、risks and uncertainties could cause the value of the OrdinaryShares to significantly decline or become worthless.For details,see“Risk FactorsRisks Related to Doing Businessin ChinaTrading in our securities on any U.S.stock exchange or the U.S.over-the-counter market may be prohibitedunder the HFCAA

56、if the PCAOB is unable to inspect or investigate completely auditors located in China for twoconsecutive years.The delisting of our securities,or the threat of being delisted,may materially and adversely affect thevalue of your investment.”Cash may be transferred among Baird Medical and our PRC subs

57、idiaries,in the following manners:(1)funds maybe transferred to our PRC subsidiaries from Baird Medical as needed through our subsidiaries in the British VirginIslands(“BVI”)and Hong Kong in the form of capital contribution or shareholder loan,as the case may be;(2)dividends or other distributions m

58、ay be paid by our PRC subsidiaries to Baird Medical through our subsidiaries inthe BVI and Hong Kong;and(3)our PRC subsidiaries may lend to and borrow from each other from time to time forbusiness operation purposes.In 2022 and 2023,there was no cash transfer within our organization,and no assets ot

59、herthan cash were transferred within our organization.As of the date of this prospectus,none of Baird Medical and oursubsidiaries in the BVI,Hong Kong and PRC has paid any dividends or made any distributions to their respectiveshareholder(s),including U.S.investors if any,nor do we have any present

60、plan to pay any cash dividends on ourordinary shares in the foreseeable future.For details,see“Prospectus SummaryImplication of Being a Companywith the Holding Company StructureCash and asset flows through our organization.”We are in the process ofadopting our formal cash management policies which w

61、ill dictate the purpose,amount and procedure of cash transfersamong our holding company and subsidiaries.We will determine the payment of dividends and fund transfer based onour specific business needs in accordance with the applicable laws and regulations.See“Prospectus SummaryImplication of Being

62、a Company with the Holding Company StructureDividend distribution and taxation.”On February 17,2023,the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offeringand Listing by Domestic Companies(the“Overseas Listing Trial Measures”)and circulated five supporting guidelines,w

63、hich became effective on March 31,2023.The Overseas Listing Trial Measures regulate both direct and indirectoverseas offering and listing of PRC domestic companies securities by adopting a filing-based regulatory regime.Wecompleted the filing procedures in connection with the business combination wi

64、th ExcelFin(the“BusinessCombination”)under the Overseas Listing Trial Measures on January 2,2024,and the result of such CSRC approvalwas posted on the official website of the CSRC on the same date.We are not required to complete the CSRC filingprocedures and obtain the CSRC approval under the Overse

65、as Listing Trial Measures in connection with the resale ofRegistered Securities as described in this prospectus,because the resale of Registered Securities,including the OrdinaryShares issuable from the exercise of Warrants,does not involve the issuance of new securities of our Company thathave not

66、been previously included in our filing with the CSRC in connection with the Business Combination.Pursuant to the Overseas Listing Trial Measures,we may need to complete filing procedures for future offshorefund-raising activities,including conducting follow-on offering in the United States.Any failu

67、re or perceived failure byus to comply with such filing requirements under the Overseas Listing Trial Measures may result in forced rectification,warnings and fines against us and could materially hinder our ability to raise fund overseas.In addition,we cannotguarantee that new rules or regulations

68、promulgated in the future will not impose any additional requirement orotherwise tightening the regulations on companies with contractual arrangements.If we violate or are deemed to haveviolated any current or future rules or regulations,regulatory agencies in China may impose fines and penalties on

69、 ouroperations in China,limit its operating privileges in China,delay or restrict the repatriation of the proceeds fromoffshore fund-raising activities into the PRC or take other actions that could materially adversely affect our business,financial condition and results of operations,as well as the

70、trading price of our Ordinary Shares.See“Summary of theProspectusRegulatory Matters”and“Risk FactorsRisks Related to Doing Business in ChinaThe filing withthe CSRC may be required in connection with future overseas fund-raising activities,and we cannot predict whether wewill be able to obtain such a

71、pproval or complete such filing.”To the extent our cash or assets in the business are in mainland China or Hong Kong or a mainland China or HongKong subsidiary,the funds or assets may not be available to fund operations or for other use outside of mainland Chinaor Hong Kong due to interventions in o

72、r the imposition of restrictions and limitations on the ability of Baird Medicaland our subsidiaries to transfer cash or assets.The PRC government imposes certain restrictions on the convertibility ofRMB into foreign currencies and the remittance of funds out of China,which may restrict the transfer

73、 of cash betweenBaird Medical and our PRC subsidiaries or the investors.Under PRC laws and regulations,our PRC subsidiaries aresubject to certain restrictions with respect to payment of dividends or otherwise transfers of any of their net assets to us.Remittance of dividends by our PRC subsidiaries

74、out of China is also subject to certain procedures with the banksdesignated by the PRC State Administration of Foreign Exchange.These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries.In addition,while there are currently no suchrestrict

75、ions on foreign exchange and our ability to transfer cash or assets between Baird Medical and our Hong Kongsubsidiary,if certain PRC laws and regulations,including existing laws and regulations and those enacted orpromulgated in the future were toThe information in this preliminary prospectus is not

76、 complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sa

77、le is not permitted.TABLE OF CONTENTSbecome applicable to our Hong Kong subsidiary in the future,and to the extent our cash or assets are in Hong Kong or aHong Kong entity,such funds or assets may not be available due to interventions in or the imposition of restrictions andlimitations on our abilit

78、y to transfer funds or assets by the PRC government.Furthermore,we cannot assure you that thePRC government will not intervene or impose restrictions on Baird Medical and our PRC subsidiaries to transfer ordistribute cash within the organization,which could result in an inability of or prohibition o

79、n making transfers ordistributions to entities outside of mainland China and Hong Kong.For details,see“Prospectus SummaryImplication of Being a Company with the Holding Company StructureCash and asset flows through ourorganization,”“Risk FactorsRisks Related to Doing Business in ChinaWe rely on divi

80、dends and otherdistributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and anylimitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on ourability to conduct our business,”and“Risk FactorsRisk

81、s Related to Doing Business in ChinaGovernmentalcontrol of currency conversion may limit the ability of us to utilize our net revenues effectively and our ability totransfer cash among the group,across borders,and to investors and affect the value of your investment.”We are an“emerging growth compan

82、y”as that term is used in the Jumpstart Our Business Startups Act of 2012,asamended,and,as such,may elect to comply with certain reduced public company reporting requirements in futurereports.Prior to the Pro Rata Distribution,Betters Medical owns 76.1%of our issued and outstanding share capital,and

83、Ms.Haimei Wu,our chairlady of the board and chief executive officer,is the beneficial owner of 66.6%of BettersMedicals total issued and outstanding share capital.Further,since Ms.Haimei Wu is the beneficial owner of 50.4%ofthe voting power of our issued and outstanding share capital following the Pr

84、o Rata Distribution,we are a“controlledcompany”as defined under the Nasdaq Stock Market Rules,and are permitted to rely on certain exemptions fromcorporate governance rules.As a result,you do not have the same protection afforded to shareholders of companies thatare subject to these corporate govern

85、ance requirements.See“Prospectus SummaryImplications of Being aControlled Company”for additional information.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exemptfrom certain provisions of the securities rules and regulations in the United S

86、tates that are applicable to U.S.domesticissuers,such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.Moreover,the information we are required to file with or furnish to the SEC will be less extensive and less timelycompared to that required

87、 to be filed with the SEC by U.S.domestic issuers.In addition,as a company incorporated inthe Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from the corporate governance standards of the Nasdaq Stock Marke

88、t.Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 12 of this prospectusand other risk factors contained in the documents incorporated by reference herein for a discussion of information thatshould be considered in connection with an investment in our sec

89、urities.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.PROSPECTUS DATED ,2024The information in this preli

90、minary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdicti

91、on where the offer or sale is not permitted.TABLE OF CONTENTS TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS iii FINANCIAL STATEMENT PRESENTATION iv INDUSTRY AND MARKET DATA v FREQUENTLY USED TERMS vi FORWARD-LOOKING STATEMENTS x SUMMARY OF THE PROSPECTUS 1 THE OFFERING 10 RISK FACTORS 12 CAPITALIZATI

92、ON 59 SELECTED HISTORICAL FINANCIAL DATA 60 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAS OF AND FOR THE SIX MONTHS ENDED JUNE 30,2024 64 NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALSTATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,2024 71 UNAUDITED PRO FORMA CO

93、NDENSED COMBINED FINANCIAL INFORMATIONAS OF AND FOR THE YEAR ENDED DECEMBER 31,2023 75 NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALSTATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31,2023 82 USE OF PROCEEDS 87 DIVIDEND POLICY 88 CORPORATE HISTORY AND STRUCTURE 89 ENFORCEABILITY OF C

94、IVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS INTHE UNITED STATES 93 BUSINESS 95 GOVERNMENT REGULATIONS 145 MANAGEMENTS DISCUSSION AND FINANCIAL CONDITION AND RESULTS OFOPERATIONS 167 MANAGEMENT 187 BENEFICIAL OWNERSHIP OF SECURITIES 194 SELLING SECURITYHOLDERS 196 CERTAIN RELATIONSHIPS AND RELA

95、TED PERSON TRANSACTIONS 201 DESCRIPTION OF OUR SECURITIES 204 SHARES ELIGIBLE FOR FUTURE SALE 224 TAXATION 225 PLAN OF DISTRIBUTION 235 EXPENSES RELATED TO THE OFFERING 238 LEGAL MATTERS 239 EXPERTS 240 WHERE YOU CAN FIND MORE INFORMATION 241 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on

96、 the information contained or incorporated by reference in this prospectus or anysupplement.Neither we nor the Selling Securityholders have authorized anyone else to provide you withdifferent information.The securities offered by this prospectus are being offered only in jurisdictions where theoffer

97、 is permitted.You should not assume that the information in this prospectus or any supplement is accurateas of any date other than the date on the front of each document.Our business,financial condition,results ofoperations and prospects may have changed since that date.iTABLE OF CONTENTS Except as

98、otherwise set forth in this prospectus,neither we nor the Selling Securityholders have takenany action to permit a public offering of these securities outside the United States or to permit thepossession or distribution of this prospectus outside the United States.Persons outside the United Stateswh

99、o come into possession of this prospectus must inform themselves about and observe any restrictionsrelating to the offering of these securities and the distribution of this prospectus outside the United States.iiTABLE OF CONTENTS ABOUT THIS PROSPECTUSThis prospectus is part of a registration stateme

100、nt on Form F-1 filed with the SEC by Baird MedicalInvestment Holdings Limited.The Selling Securityholders named in this prospectus may,from time to time,sell the securities described in this prospectus in one or more offerings.This prospectus includes importantinformation about us,the securities bei

101、ng offered by the Selling Securityholders and other information youshould know before investing.Any prospectus supplement may also add,update,or change information inthis prospectus.If there is any inconsistency between the information contained in this prospectus and anyprospectus supplement,you sh

102、ould rely on the information contained in that particular prospectussupplement.This prospectus does not contain all of the information provided in the registration statementthat we filed with the SEC.You should read this prospectus together with the additional information aboutus described in the se

103、ction below entitled“Where You Can Find More Information.”You should rely onlyon information contained in this prospectus.We have not,and the Selling Securityholders have not,authorized anyone to provide you with information different from that contained in this prospectus.Theinformation contained i

104、n this prospectus is accurate only as of the date on the front cover of the prospectus.You should not assume that the information contained in this prospectus is accurate as of any other date.The Selling Securityholders may offer and sell the securities directly to purchasers,through agentsselected

105、by the Selling Securityholders,or to or through underwriters or dealers.A prospectus supplement,if required,may describe the terms of the plan of distribution and set forth the names of any agents,underwriters or dealers involved in the sale of securities.See“Plan of Distribution.”Discrepancies in a

106、ny table between totals and sums of the amounts listed are due to rounding.Certainamounts and percentages have been rounded;consequently,certain figures may add up to be more or lessthan the total amount and certain percentages may add up to be more or less than 100%due to rounding.Inparticular and

107、without limitation,amounts expressed in millions contained in this prospectus have beenrounded to a single decimal place for the convenience of readers.iiiTABLE OF CONTENTS FINANCIAL STATEMENT PRESENTATIONBaird Medical Investment Holdings LimitedThe Business Combination was accounted for as a“revers

108、e recapitalization”in accordance withaccounting principles generally accepted in the United States of America(“U.S.GAAP”).Under thismethod of accounting,ExcelFin will be treated as the“acquired”company for financial reporting purposes.This determination is primarily based on the shareholders of Bair

109、d Medical comprising the majority of thevoting power of the Company and having the ability to nominate the members of our Board,BairdMedicals operations prior to the acquisition comprising the only ongoing operations of us,and BairdMedicals senior management comprising a majority of our senior manag

110、ement.Accordingly,for accountingpurposes,the financial statements of the post-combination company will represent a continuation of thefinancial statements of Baird Medical with the Business Combination treated as the equivalent of BairdMedical issuing shares for the net assets of ExcelFin,accompanie

111、d by a recapitalization.The net assets ofExcelFin will be stated at historical costs,with no goodwill or other intangible assets recorded.Operationsprior to the Business Combination will be presented as those of Baird Medical in future reports of us.The audited consolidated statements of financial p

112、osition of Baird Medical and its subsidiaries as ofDecember 31,2022 and 2023,the related consolidated statements of profit or loss and other comprehensiveincome,changes in of Baird Medicals equity and cash flows for each of the years in the two-year periodended December 31,2023,and the related notes

113、,the unaudited condensed consolidated financial statementsof Baird Medical as of June 30,2024 and December 31,2023 and for the six months ended June 30,2024and 2023 included in this prospectus have been prepared in accordance with U.S.GAAP and are presentedin U.S.dollars.ExcelFinThe historical finan

114、cial statements of ExcelFin included in this prospectus were prepared in accordancewith U.S.GAAP and are denominated in U.S.dollars.ivTABLE OF CONTENTS INDUSTRY AND MARKET DATAThis prospectus contains estimates,projections and other information concerning our industry,including market size and growt

115、h of the markets in which we participate,that are based on industrypublications,reports and forecasts prepared by our management.In some cases,we do not expressly refer tothe sources from which these estimates and information are derived.This information involves a number ofassumptions and limitatio

116、ns,and you are cautioned not to give undue weight to these estimates.Theindustry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,including those described in the section titled“Risk Factors.”These and other factors could cause results todiffer mate

117、rially from those expressed in these publications and reports.The sources of certain statistical data,estimates,and forecasts contained in this prospectus includeindependent industry reports from Frost&Sullivan,a third-party research firm commissioned by us.Certain estimates of market opportunity,in

118、cluding internal estimates of our addressable market andforecasts of market growth,included in this prospectus may prove inaccurate.Market opportunity estimatesand growth forecasts,whether obtained from third-party sources or developed internally,are subject tosignificant uncertainty and are based o

119、n assumptions and estimates that may prove to be inaccurate.Theestimates and forecasts in this prospectus relating to the size of our target market,market demand andadoption,capacity to address this demand,and pricing may prove to be inaccurate.The addressable marketwe estimate may not materialize f

120、or many years,if ever,and even if the markets in which we compete meetthe size estimates in this prospectus,our business could fail to successfully address or compete in suchmarkets,if at all.vTABLE OF CONTENTS FREQUENTLY USED TERMSUnless otherwise stated or unless the context otherwise requires in

121、this prospectus:“Acquisition Entity”and“Acquisition Entities”means either Baird Medical,Merger Sub 1,MergerSub 2 or Newco,individually,and Baird Medical,Merger Sub 1,Merger Sub 2 and Newco together,respectively.“Ancillary Agreements”means,collectively,(a)the Baird Medical Disclosure Letter,(b)the Ex

122、celFinDisclosure Letter,(c)the Warrant Assignment,Assumption and Amendment Agreement,(d)the BairdMedical Shareholder Support Agreement,(e)the Sponsor Support Agreement,(f)the Baird Medical Lock-Up Agreement,(g)the Insider Letter Amendment,(h)the Registration Rights Agreement,(i)the Certificateof Mer

123、ger 1,(j)Certificate of Merger 2,(k)the Surviving Corporation Governing Documents,(l)theSurviving LLC Governing Documents,(m)Amended and Restated Memorandum and Articles ofAssociation of Baird Medical and(n)the other agreements,certificates and instruments to be executed ordelivered by any of the pa

124、rties in connection with or pursuant to the Business Combination Agreement andthe Transactions.“Baird Medical”or“PubCo”means Baird Medical Investment Holdings Limited,a Cayman Islandsexempted company,and its subsidiaries.“Betters Medical”means Betters Medical Investment Holdings Limited,a Cayman Isl

125、ands exemptedcompany.“Betters Medical Earnout Shares”means the 8,823,529 Ordinary Shares issued to Betters Medical thatwill not vest unless and until within the eighth anniversary of the closing of the Business Combination(a)the volume weighted average price of the Ordinary Shares on Nasdaq is great

126、er than or equal to$12.50per share for any 20 trading days within a 30-day trading period or(b)a change of control of Baird Medicaloccurs with an implied value at or above$12.50 per share.“Betters Medical Lock-Up Agreement”means the agreement by and between Baird Medical andBetters Medical dated Oct

127、ober 1,2024.“Betters Medical Shareholder Support Agreement”means the agreement,dated as of June 26,2023,byand among Baird Medical,ExcelFin,Betters Medical,and the Key Betters Medical Shareholders,in theform of Exhibit B to the Business Combination Agreement.“Business Combination”means the transactio

128、ns contemplated by the Business Combination Agreementwhereby,among other things,(a)on August 3,2023,Betters Medical contributed all of the issued shares ofTycoon held by Betters Medical to Baird Medical in exchange for the Ordinary Shares such that Tycoonbecame a wholly-owned subsidiary of Baird Med

129、ical and Betters Medical holds 29,411,765 Ordinary Sharesand at the Effective Time,(b)Merger Sub 1 merged with and into ExcelFin,with ExcelFin continuing as thesurviving entity and wholly-owned subsidiary of Baird Medical and(c)Merger Sub 2 merged with and intoNewco,with Newco continuing as the surv

130、iving entity and wholly-owned subsidiary of Baird Medical.“Business Combination Agreement”means the Business Combination Agreement,dated as of June 26,2023 and amended on March 11,2024,May 16,2024,June 17,2024 and August 23,2024,by and among(i)ExcelFin,(ii)Tycoon,(iii)Baird Medical,(iv)Merger Sub 1,

131、(v)Merger Sub 2,(vi)Newco and(vi)Betters Medical,as amended to date.“Closing”means the closing of the Business Combination.“Closing Date”means the date and time of the Closing.“Code”means the Internal Revenue Code of 1986,as amended.“Contribution Consideration Shares”means 29,411,764 Ordinary Shares

132、 issued to Betters Medical inexchange for the Tycoon Shares.“Earnout Shares”means the Betters Medical Earnout Shares and/or the Sponsor Earnout Shares.“Exchange Act”means the Securities Exchange Act of 1934,as amended.“ExcelFin”means ExcelFin Acquisition Corp.,a Delaware corporation.viTABLE OF CONTE

133、NTS“ExcelFin Bylaws”means the Bylaws of ExcelFin as in effect from time to time.“ExcelFin Charter”means the Amended and Restated Certificate of Incorporation of ExcelFin,dated asof October 20,2021,as amended to date.“ExcelFin Class A Common Stock”means the Class A common stock,par value$0.0001 per s

134、hare,ofExcelFin.“ExcelFin Class B Common Stock”means the Class B common stock,par value$0.0001 per share,ofExcelFin.“ExcelFin Common Stock”means the ExcelFin Class A Common Stock and ExcelFin Class B CommonStock.“ExcelFin IPO”means ExcelFins initial public offering,which was completed on October 25,

135、2021.“ExcelFin Private Placement Warrants”means ExcelFins 11,700,000 redeemable warrants sold in aprivate placement to the Sponsor.“ExcelFin Private Placement Warrant Agreement”means the Private Warrant Agreement,dated as ofOctober 21,2021,by and between ExcelFin and the Warrant Agent.“ExcelFin Publ

136、ic Warrants”means ExcelFins redeemable warrants sold as part of the units in theExcelFin IPO(whether they are purchased in the ExcelFin IPO or thereafter in the open market).“ExcelFin Public Warrant Agreement”means the Public Warrant Agreement,dated as of October 20,2021,by and between ExcelFin and

137、the Warrant Agent.“ExcelFin Units”means a unit consisting of one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant.“First Merger”means the merger whereby Merger Sub 1 merged with and into ExcelFin,with ExcelFincontinuing as the surviving entity and wholly-owned subsi

138、diary of PubCo.“First Merger Consideration Shares”means the PubCo Ordinary Shares to be exchanged for the sharesof ExcelFin Stock in the First Merger.“founder shares”or“ExcelFin Class B Common Stock”means an aggregate of 5,750,000 shares ofExcelFin Class B Common Stock held by ExcelFin Initial Stock

139、holders and their permitted transferees,convertible into shares of ExcelFin Class A Common Stock on a one-for-one basis.All of these shares wereconverted into ExcelFin Class A Common Stock on October 25,2023.At the time of the conversion,all ofthe ExcelFin Class B Common Stock was held of record by

140、the Sponsor.References herein to the foundershares include the shares of ExcelFin Class A Common Stock issued upon conversion of the ExcelFinClass B Common Stock.“Frost&Sullivan Report”means the September 2022 Report from Frost&Sullivan.“Insider Letter”means the agreement,dated as of October 21,2021

141、,among ExcelFin,the Sponsor,andcertain other shareholders of ExcelFin,in connection with ExcelFin IPO.“Insider Letter Amendment”means the agreement,dated as of June 26,2023,by and among ExcelFin,the Sponsor,and certain other shareholders of ExcelFin,to amend that certain Letter Agreement,dated as of

142、October 20,2021,in the form of Exhibit E to the Business Combination Agreement.“Key Betters Medical Shareholders”means certain shareholders of Betters Medical collectivelyrepresenting approximately 68.2%of the issued and outstanding shares of Betters Medical who agreed aspart of the transactions con

143、templated by the Business Combination Agreement to enter into the BettersMedical Shareholder Support Agreement.“Merger Sub 1”means Betters Medical Merger Sub,Inc.,a Delaware corporation and a wholly-ownedsubsidiary of PubCo.viiTABLE OF CONTENTS“Merger Sub 2”means Betters Medical Merger Sub 2,Inc.,a

144、Delaware corporation and a wholly-owned subsidiary of PubCo.“Minority Holders”means Cheer Aim Investment Limited and National Hero International Limited,shareholders of Betters Medical.“Newco”means Betters Medical NewCo,LLC,a Delaware limited liability company and a direct,wholly owned Subsidiary of

145、 Baird Medical.“Newco Share Contribution”means the transfer by Betters Medical to Newco of the Transferred PubCoOrdinary Shares and the exchange by the Minority Holders of their shares in Betters Medical for themembership interests of NewCo.“Nanjing Plant”means Baird Medicals production plant locate

146、d at 2/F,Building 4,HaiermansiIndustrial Park,No.2881,Shuanglong Avenue,Jiangning Economic and Technological Development Zone,Nanjing City.“Ordinary Shares”means ordinary shares,par value$0.0001 per share,of Baird Medical.“PRC”or“China”means the Peoples Republic of China(including,for the avoidance

147、of doubt,theHong Kong Special Administrative Region and the Macau Special Administrative Region),and only in thecontext of describing the industry matters,including those derived from the report of Frost&Sullivan,andthe PRC laws,rules,regulations,regulatory authorities,and any PRC entities or citize

148、ns under such rules,laws and regulations and other legal or tax matters in this prospectus,excludes Taiwan,the Hong KongSpecial Administrative Region and the Macau Special Administrative Region.“Public Warrants”or“Warrants”means warrants to purchase Ordinary Shares at an exercise price of$11.50,whic

149、h were issued on October 1,2024 in exchange for the public warrants of ExcelFin AcquisitionCorp.that were issued in the initial public offering of ExcelFin.“publicly traded units”means ExcelFin Units issued in the ExcelFin IPO.“Registration Rights Agreement”means the registration rights agreement en

150、tered into at Closing,byand among Baird Medical,the Sponsor,Betters Medical and certain other parties.“Share Contribution”means the transactions contemplated by the Business Combination Agreementwhereby on August 3,2023,Betters Medical contributed all of the issued Tycoon Shares to Baird Medical ine

151、xchange for Ordinary Shares such that Tycoon became a wholly-owned subsidiary of Baird Medical andBetters Medical received in exchange therefor 29,411,764 Ordinary Shares.“Shareholders Agreement”means that certain Shareholders Agreement,dated July 5,2021,by andamong Betters Medical,Baird Medical,Bai

152、de Medical Investment Company Limited,Haimei Wu,andcertain additional subsidiaries and investors.“Sponsor”means ExcelFin SPAC LLC,a Delaware limited liability company.“Sponsor Earnout Shares”means the 1,350,000 Ordinary Shares issued to the Sponsor in the BusinessCombination that will not vest unles

153、s and until within the fifth anniversary of the closing of the BusinessCombination(a)the volume weighted average price of the Ordinary Shares on the Nasdaq Global Market(the“Nasdaq”)is greater than or equal to$12.50 per share over any 20 trading days within any 30-daytrading period or(b)a change of

154、control of Baird Medical occurs.“Sponsor Registration Rights Agreement”means the agreement dated October 21,2021,by and amongExcelFin,the Sponsor,and certain other parties,entered into in connection with the ExcelFin IPO.“Sponsor Support Agreement”means the agreement dated as of June 26,2023,by and

155、among PubCo,ExcelFin and the Sponsor,in the form of Exhibit C to the Business Combination Agreement.“Taicang Plant”means Baird Medicals manufacturing site located at Rooms 101,201 and 501 ofBuilding 7,Bioport II,No.52,Yinguang Road,Fuqiao Town,Taicang City.viiiTABLE OF CONTENTS“Transactions”means,co

156、llectively,each of the transactions contemplated by the Business CombinationAgreement or any of the Ancillary Agreements,including the Share Contribution,the First Merger and thePIPE Investment.“Trust Account”means the trust account of ExcelFin,which holds the net proceeds of the ExcelFin IPOand the

157、 sale of the placement warrants,together with interest earned thereon,less amounts released to remittax payable obligations and up to$100,000 of any remaining interest for dissolution expenses.“Tycoon”means Tycoon Choice Global Limited,a business company limited by shares incorporatedunder the laws

158、of the British Virgin Islands.“Tycoon Shares”means all of the issued shares of Tycoon held by Baird Medical.“U.S.GAAP”means accounting principles generally accepted in the United States of America.“Warrant Agent”means Equiniti Trust Company,LLC,a limited liability trust company organized andexisting

159、 under the laws of the State of New York.“Warrant Assignment,Assumption and Amendment Agreement”means the agreement entered onOctober 1,2024 by and among Baird Medical,ExcelFin,and the Warrant Agreement providing for thecancellation of the ExcelFin Private Placement Warrants,the termination of the E

160、xcelFin Private PlacementWarrant Agreement,the amendment of the ExcelFin Public Warrant Agreement such that the ExcelFinPublic Warrants are exercisable for PubCo Ordinary Shares instead of ExcelFin Class A Common Stock,andthe assignment by ExcelFin of all of its right,title and interest in the Excel

161、Fin Public Warrant Agreement toPubCo,in the form of Exhibit A to the Business Combination Agreement.“$,”“US$”or“U.S.dollars”means United States dollars,the lawful currency of the United States ofAmerica.ixTABLE OF CONTENTS FORWARD-LOOKING STATEMENTSThis prospectus contains“forward-looking statements

162、”within the meaning of Section 27A of theSecurities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended(or the“Exchange Act”)that involve substantial risks and uncertainties.All statements other than statementsof historical facts contained in this prospectus,incl

163、uding statements regarding our future financial position,business strategy and plans and objectives of management for future operations,are forward-lookingstatements.In some cases,you can identify forward-looking statements by terminology such as“may,”“will,”“should,”“expect,”“plan,”“anticipate,”“co

164、uld,”“intend,”“target,”“project,”“contemplate,”“believe,”“estimate,”“predict,”“potential”or“continue”or the negative of these terms or other similarexpressions.Forward-looking statements include,without limitation,our expectations concerning theoutlook for our business,productivity,plans and goals f

165、or future operational improvements and capitalinvestments,operational performance,future market conditions or economic performance and developmentsin the capital and credit markets and expected future financial performance,as well as any informationconcerning our possible or assumed future results o

166、f operations as set forth in this prospectus.Forward-looking statements also include statements regarding the expected benefits of the Business Combination.Forward-looking statements involve a number of risks,uncertainties and assumptions,and actualresults or events may differ materially from those

167、projected or implied in those statements.Importantfactors that could cause such differences include,but are not limited to:the outcome of any legal proceedings that have been or may be instituted against us;the ability to maintain the listing of the Ordinary Shares on the Nasdaq;our markets are rapi

168、dly evolving and may decline or experience limited growth;our ability to retain and expand our customer base;our ability to compete effectively in the markets in which we operate;the performance of our technology in full-scale operations at customer locations;failure to maintain and enhance our bran

169、d;the rapidly changing and increasingly stringent laws,contractual obligations and industry standardsrelating to our operations;the other matters described in the section titled“Risk Factors.”We caution you against placing undue reliance on forward-looking statements,which reflect currentbeliefs and

170、 are based on information currently available to us as of the date a forward-looking statement ismade.Forward-looking statements set forth herein speak only as of the date of this prospectus.We do notundertake any obligation to revise forward-looking statements to reflect future events,changes incir

171、cumstances,or changes in beliefs.In the event that any forward-looking statement is updated,noinference should be made that we will make additional updates with respect to that statement,relatedmatters,or any other forward-looking statements.Any corrections or revisions and other importantassumption

172、s and factors that could cause actual results to differ materially from forward-looking statements,including discussions of significant risk factors,may appear,in our public filings with the SEC,which areaccessible at www.sec.gov,and which you are advised to consult.Market,ranking and industry data

173、used throughout this prospectus,including statements regardingmarket size,is based on independent industry surveys and publications,including reports by Frost&Sullivan.These data involve a number of assumptions and limitations,and you are cautioned not to giveundue weight to such estimates.While we

174、are not aware of any misstatements regarding the industry datapresented herein,such estimates involve risks and uncertainties and are subject to change based on variousfactors,including those discussed in the section entitled“Risk Factors”and elsewhere in this prospectusmay adversely affect us.xTABL

175、E OF CONTENTS SUMMARY OF THE PROSPECTUSThis summary highlights selected information that is presented in greater detail elsewhere in thisprospectus.This summary does not contain all of the information you should consider before investing inour securities.You should read this entire prospectus carefu

176、lly,including the sections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements and the related notes included elsewhere in this prospectus,before makingan investment decision.Business OverviewWe are one

177、 of the leading microwave ablation medical device developers and providers in the PRC forminimally invasive treatment of tumors.Our proprietary medical devices are used for treatment of benignand malignant tumors,including thyroid nodules,liver cancer,lung cancer and breast lumps.We ranked firstamon

178、g microwave ablation medical device providers in the treatment of thyroid nodules and breast lumps inthe PRC in terms of sales revenue and sales volume of microwave ablation needles in 2022 according to theFrost&Sullivan Report.Further,we were the third largest microwave ablation medical device prov

179、ider inthe PRC in terms of sales revenue in 2022.Microwave ablation is a minimally invasive treatment technique that denaturalizes and coagulates theprotein of tumor cells with extreme heat generated by microwave energy.Microwave ablation treatmentshave been applied to benign and malignant tumors,an

180、d management believes they are safer,less invasiveand easier to operate with faster recovery periods and lower complication rates for patients,as compared totraditional treatment methods such as surgery,radiotherapy,interventional radiology,chemotherapy,targeted therapy and immunotherapy.We are not

181、aware of any research suggesting that such traditionaltreatments can also prevent cancer progression by curbing benign tumors from developing into malignanttumors.The type of tumor treatment depends on the patients individual circumstances,including the sizeand characteristics of the tumor,the desir

182、ed outcome,and the acceptable cost.Some types of benign tumorshave the potential of transforming into malignant ones through a process known as“cancer progression.”The cancer progression rates among persons with thyroid nodules and breast lumps are 5.0%and 7.0%,respectively,according to the Frost&Su

183、llivan Report.Microwave ablation treatments can help to preventcancer progression by curbing a benign tumor from developing into a malignant tumor,and managementbelieves that patients diagnosed with benign tumors are inclined to seek tumor removal to avoid the risks ofcancer progression.Our product

184、offerings and pipeline products mainly consist of microwave ablation apparatus andneedles.Our product offerings available for sale include microwave ablation apparatus approved for thetreatment of live cancer and thyroid nodule,long microwave ablation needles,and fine microwave ablationneedles.Curre

185、ntly,we hold two registration certificates for Class III medical devices specifically approvedfor the treatment of liver cancer and thyroid nodules,and one registration certificate for Class II medicaldevices in the PRC.For a full list of each such product and its respective registration certificate

186、,see thesection titled“BusinessCompetitive Strengths”below.Under PRC laws and regulations,Class II medicaldevices are those with moderate risks and are strictly controlled and administered,and Class III medicaldevices are those with relatively high risks and are strictly controlled and administered

187、through specialmeasures.Through our research and development team,led by our co-chief technical officers,Mr.Rongjian Lu,and our research and development partners,including Nanjing Forestry University and Zhuhai PeoplesHospital,we have focused our development efforts on additional types of microwave

188、ablation medicaldevices to meet market demand,and have also developed a product pipeline to achieve more extensiveproducts offering.Our products are ultimately sold to hospitals through(i)direct sales,(ii)deliverers,or(iii)distributors.Benefiting from our distributors established channels and resour

189、ces,we have been able to cut costs andtime in reaching target markets compared to the costs and time required to distribute those products throughdirect sales.See“Sales Channels”below for an explanation of the difference between deliverers anddistributors.With a network of qualified deliverers,we ha

190、ve been able to sell products to a large group ofhospitals at once.With our solid and strategically managed network of deliverers and distributors and closecollaboration with medical associations and doctors through our sales and marketing efforts,we have seenthe number of hospitals in China purchas

191、ing our products increase from approximately 430 in the yearended December 31,2022 to approximately 505 in the fiscal year ended December 31,2023,with thenumber of Grade III hospitals(the 1TABLE OF CONTENTS highest tier hospitals in China as classified and graded pursuant to the Pilot Draft of the H

192、ospital HierarchyManagement Scheme of the PRC)increasing from approximately 250 to approximately 310.Our revenue was US$35.1 million in 2022 and$31.5 million in 2023.Our net income was$12.8 million in 2022 and$10.7 million in 2023.Our revenue was US$11.5 million for the six monthsended June 30,2023

193、and US$13.1 million for the six months ended June 30,2024.Our net income wasUS$2.4 million for the six months ended June 30,2023 and US$4.4 million for the six months endedJune 30,2024.Our principal executive office is Room 202,2/F,Baide Building,Building 11,No.15,Rongtong Street,Yuexiu District,Gua

194、ngzhou,Peoples Republic of China and its telephone number is+86 20 8218-5926.Our website address is .The information contained on the website does not form a part of,and is not incorporated by reference into,this prospectus.The following diagram depicts a simplifiedorganizational structure of the Co

195、mpany as of the date of this prospectus.Implication of Being a Company with the Holding Company StructureBaird Medical is a Cayman Islands holding company with no material operations of its own.Weconduct our operations primarily through our wholly-owned PRC subsidiaries in China.As a result,BairdMed

196、icals ability to pay dividends to the shareholders and to service any debt we may incur may highlydepend upon dividends paid by our PRC subsidiaries,despite that we may obtain financing at the holdingcompany level through other methods.For instance,if any of our PRC subsidiaries incurs debt on its o

197、wnbehalf in the future,the instruments governing such debt may restrict its ability to pay dividends to us andthe investors.Under PRC laws and regulations,our PRC subsidiaries are permitted to pay dividends only out of theirretained earnings,if any,as determined in accordance with PRC accounting sta

198、ndards and regulations.Furthermore,our PRC subsidiaries are required to make appropriations to certain statutory reserve funds ormay make appropriations to certain discretionary funds,which are not distributable as cash dividends exceptin the event of a solvent liquidation of the companies.Remittanc

199、e of dividends by our PRC subsidiaries outof China is also subject to certain procedures with the banks designated by the PRC State Administration ofForeign Exchange(“SAFE”).These restrictions are benchmarked against the paid-up capital and thestatutory reserve funds of our PRC subsidiaries.In addit

200、ion,while there are currently no such restrictions onforeign exchange and our ability to transfer cash or assets between Baird Medical and our Hong Kongsubsidiary,if certain PRC laws and regulations,including existing laws and regulations and those enacted orpromulgated in the future were to become

201、applicable to our Hong Kong subsidiary in the future,and to theextent our cash or assets are in Hong Kong or a Hong Kong entity,such funds or assets may not be availabledue to interventions in or the imposition of restrictions and limitations on our ability to transfer funds orassets by 2TABLE OF CO

202、NTENTS the PRC government.Furthermore,we cannot assure you that the PRC government will not intervene orimpose restrictions on Baird Medical and our PRC subsidiaries to transfer or distribute cash within theorganization,which could result in an inability of or prohibition on making transfers or dist

203、ributions toentities outside of mainland China and Hong Kong.For details,see“Risk FactorsRisks Related to DoingBusiness in ChinaWe rely on dividends and other distributions on equity paid by our PRC subsidiaries tofund any cash and financing requirements we may have,and any limitation on the ability

204、 of our PRCsubsidiaries to make payments to us could have a material adverse effect on our ability to conduct ourbusiness,”and“Risk FactorsRisks Related to Doing Business in ChinaGovernmental control ofcurrency conversion may limit the ability of us to utilize our net revenues effectively and our ab

205、ility totransfer cash among the group,across borders,and to investors and affect the value of your investment.”Cash and asset flows through our organizationUnder PRC laws and regulations,we,the Cayman Islands holding company,may fund our PRCsubsidiaries only through capital contributions or loans,su

206、bject to satisfaction of applicable governmentregistration and approval requirements.In 2022 and 2023,there was no cash transfer within ourorganization,and no assets other than cash were transferred within our organization.As of the date of thisprospectus,none of Baird Medical and our subsidiaries i

207、n the BVI,Hong Kong and PRC has paid anydividends or made any distributions to their respective shareholder(s),including U.S.investors if any,nordo we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future.Weare in the process of adopting our formal cash man

208、agement policies which will dictate the purpose,amountand procedure of cash transfers among our holding company and subsidiaries.We will determine thepayment of dividends and fund transfer based on our specific business needs in accordance with theapplicable laws and regulations.Dividend distributio

209、n and taxationAs of the date of this prospectus,none of Baird Medical and our subsidiaries in the BVI,Hong Kongand PRC has paid any dividends or made any distributions to their respective shareholder(s),including U.S.investors if any,nor do we have any present plan to pay any cash dividends on our o

210、rdinary shares in theforeseeable future.We currently intend to retain most,if not all,of our available funds and any futureearnings to operate and expand our business.See“Dividend Policy”for details.Subject to the“passive foreign investment company”rules,the gross amount of any distribution thatwe m

211、ake to a U.S.Holder(as defined in“TaxationUnited States Federal Income Taxation”)with respectto the Ordinary Shares(including any amounts withheld to reflect PRC withholding taxes)will be taxable asa dividend for United States federal income tax purposes,to the extent paid out of our current oraccum

212、ulated earnings and profits,as determined under United States federal income tax principles.Inaddition,if we are considered a PRC tax resident enterprise for tax purposes,any dividends we pay to ouroverseas shareholders may be regarded as China-sourced income and as a result may be subject to PRCwit

213、hholding tax.See“Taxation”for details.The Holding Foreign Companies Accountable ActThe HFCAA was enacted on December 18,2020.Pursuant to the HFCAA and related regulations,if wehave filed an audit report issued by a registered public accounting firm that the PCAOB has determined thatit is unable to i

214、nspect and investigate completely,the SEC will identify us as a“Commission-identifiedIssuer,”and the trading of our securities on any U.S.national securities exchanges,as well as any over-the-counter trading in the United States,will be prohibited if we are identified as a Commission-identifiedIssue

215、r for two consecutive years.In August 2022,the PCAOB,the CSRC and the Ministry of Finance of thePRC signed the Statement of Protocol,which establishes a specific and accountable framework for thePCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland Chinaand H

216、ong Kong.On December 15,2022,the PCAOB announced that it was able to secure complete accessto inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB Board vacated its previous 2021 determinations that thePCAOB was un

217、able to inspect or investigate completely registered public accounting firms headquartered inmainland China and Hong Kong.Our auditor,Marcum Asia CPAs LLP,an independent registered publicaccounting firm that headquartered in the United States,is currently subject to the PCAOB inspections on aregular

218、 basis and was not identified in 3TABLE OF CONTENTS the determination report made by the PCAOB on December 16,2021.However,whether the PCAOB willre-evaluate its determination as a result of any obstruction with the implementation of the Statement ofProtocol in the future is subject to uncertainties

219、and depends on a number of factors out of our and ourauditors control.The PCAOB continues to demand complete access in mainland China and Hong Kongmoving forward and to pursue ongoing investigations and initiate new investigations as needed.ThePCAOB has also indicated that it will act immediately to

220、 consider the need to issue new determinations withthe HFCAA if needed.If the PCAOB is unable to inspect and investigate completely registered publicaccounting firms located in China and we fail to retain another registered public accounting firm that thePCAOB is able to inspect and investigate comp

221、letely in 2024 and beyond,or if we otherwise fail to meet thePCAOBs requirements,the Ordinary Shares will be delisted from the Nasdaq Stock Market,and OrdinaryShares will not be permitted for trading over the counter in the United States under the HFCAA and relatedregulations.The related risks and u

222、ncertainties could cause the value of the Ordinary Shares to significantlydecline or become worthless.For details,see“Risk FactorsRisks Related to Doing Business in ChinaTrading in our securities on any U.S.stock exchange or the U.S.over-the-counter market may be prohibitedunder the HFCAA if the PCA

223、OB is unable to inspect or investigate completely auditors located in China fortwo consecutive years.The delisting of our securities,or the threat of being delisted,may materially andadversely affect the value of your investment.”Regulatory MattersCSRC FilingOn February 17,2023,the CSRC promulgated

224、Trial Administrative Measures of the OverseasSecurities Offering and Listing by Domestic Companies(the“Overseas Listing Trial Measures”)andcirculated five supporting guidelines,which became effective on March 31,2023.The Overseas ListingTrial Measures will comprehensively improve and reform the exis

225、ting regulatory regime for overseasoffering and listing of PRC domestic companies securities and will regulate both direct and indirectoverseas offering and listing of PRC domestic companies securities by adopting a filing-based regulatoryregime.According to the Overseas Listing Trial Measures,PRC d

226、omestic companies that seek to offer and listsecurities in overseas markets,either in direct or indirect means,are required to fulfill the filing procedurewith the CSRC and report relevant information.The Overseas Listing Trial Measures provides that anoverseas listing or offering is explicitly proh

227、ibited,if any of the following:(1)such securities offering andlisting is explicitly prohibited by provisions in laws,administrative regulations and relevant state rules;(2)the intended securities offering and listing may endanger national security as reviewed and determinedby competent authorities u

228、nder the State Council in accordance with law;(3)the domestic companyintending to make the securities offering and listing,or its controlling shareholder(s)and the actualcontroller,have committed relevant crimes such as corruption,bribery,embezzlement,misappropriation ofproperty or undermining the o

229、rder of the socialist market economy during the latest three years;(4)thedomestic company intending to make the securities offering and listing is currently under investigations forsuspicion of criminal offenses or major violations of laws and regulations,and no conclusion has yet beenmade thereof;o

230、r(5)there are material ownership disputes over equity held by the domestic companyscontrolling shareholder(s)or by other shareholder(s)that are controlled by the controlling shareholder(s)and/or actual controller.The Overseas Listing Trial Measures also provides that if the issuer meets both the fol

231、lowing criteria,the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseasoffering by PRC domestic companies:(1)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financia

232、l statements for the most recentfiscal year is accounted for by domestic companies;and(2)the main parts of the issuers business activitiesare conducted in mainland China,or its main place(s)of business are located in mainland China,or themajority of senior management staff in charge of its business

233、operations and management are PRC citizensor have their usual place(s)of residence located in mainland China.Where an issuer submits an applicationfor initial public offering to competent overseas regulators,such issuer must file with the CSRC within threebusiness days after such application is subm

234、itted.In addition,the Overseas Listing Trial Measures providesthat the direct or indirect overseas listings of the assets of domestic companies through one or moreacquisitions,share swaps,transfers or other transaction arrangements shall be subject to filing procedures inaccordance with the Overseas

235、 Listing Trial Measures,which filing shall be submitted within three businessdays after the issuer 4TABLE OF CONTENTS submits its application documents relating to the initial public offering and/or listing or after the first publicannouncement of the relevant transaction(if the submission of releva

236、nt application documents is notrequired).The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRCon material events,such as change of control or voluntary or forced delisting of the issuer(s)who havecompleted overseas offerings and listings.Guidance for Applicat

237、ion of Regulatory RulesOverseas Offering and Listing No.1,promulgated byCSRC together with the Overseas Listing Trial Measures,provides that if a domestic enterprise completesan overseas offering through an overseas special purposes acquisition company,it shall submit the filingmaterials within thre

238、e business days after such overseas special purposes acquisition company publiclyannounces such acquisition transaction.In addition,according to the Notice on Administration for the Filingof Overseas Offering and Listing by Domestic Enterprises published by CSRC on its official website onFebruary 17

239、,2023,companies that have already been listed on overseas stock exchanges prior to March 31,2023 or the companies that have obtained the approval from overseas supervision administrations or stockexchanges for its offering and listing prior to March 31,2023 and will complete their overseas offering

240、andlisting prior to September 30,2023 are not required to make immediate filings for its listing,but arerequired to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures.Companies that have already submitted an application for an initial public offering to over

241、seas supervisionadministrations but have not yet obtained the approval from overseas supervision administrations or stockexchanges for the offering and listing prior to March 31,2023 may arrange for the filing within a reasonabletime period and should complete the required CSRC filing procedure,the

242、completion of which will bepublished on the CSRC website,before such companies overseas issuance and listing.We completed the filing procedures in connection with the Business Combination under the OverseasListing Trial Measures on January 2,2024,and the result of such CSRC approval was posted on th

243、e officialwebsite of the CSRC on the same date.We are not required to complete the CSRC filing procedures andobtain the CSRC approval under the Overseas Listing Trial Measures in connection with the resale ofRegistered Securities as described in this prospectus,because the resale of Registered Secur

244、ities,includingthe Ordinary Shares issuable from the exercise of Warrants,does not involve the issuance of new securitiesof our Company that have not been previously included in our filing with the CSRC in connection with theBusiness Combination.Pursuant to the Overseas Listing Trial Measures,we may

245、 need to complete filing procedures for futureoffshore fund-raising activities,including conducting follow-on offering in the United States.Any failure orperceived failure by us to comply with such filing requirements under the Overseas Listing Trial Measuresmay result in forced rectification,warnin

246、gs and fines against us and could materially hinder our ability toraise fund overseas.See“Risk FactorsRisks Related to Doing Business in ChinaThe filing with theCSRC may be required in connection with future overseas fund-raising activities,and we cannot predictwhether we will be able to obtain such

247、 approval or complete such filing.”On February 24,2023,the CSRC,the Ministry of Finance,the National Administration of State SecretsProtection and the National Archives Administration released the revised Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities O

248、ffering and Listing by DomesticCompanies(the“Archives Rules”),which became effective on March 31,2023.The Archives Rulesregulate both overseas direct offerings and overseas indirect offerings,providing that,among other things:in relation to the overseas listing activities of PRC enterprises,the PRC

249、enterprises are required tostrictly comply with the relevant requirements on confidentiality and archives management,establisha sound confidentiality and archives system,and take necessary measures to implement theirconfidentiality and archives management responsibilities;during the course of an ove

250、rseas offering and listing,if a PRC enterprise needs to publicly discloseor provide to securities companies or securities service providers and overseas regulators,anymaterials that contain relevant state secrets,government work secrets or information that has asensitive impact(i.e.,be detrimental t

251、o national security or the public interest if divulged),the PRCenterprise should complete the relevant approval/filing and other regulatory procedures;andworking papers produced in the PRC by securities companies and securities service providers,whichprovide PRC enterprises with securities services

252、during their overseas issuance and listing,should be 5TABLE OF CONTENTS stored in the PRC,and competent PRC authorities must approve the transmission of all such workingpapers to recipients outside the PRC.Any failure or perceived failure by us to comply with the Archives Rules and the confidentiali

253、tyrequirements and other PRC laws and regulations may result in us being held legally liable by competentauthorities.Regulatory Licenses for Our Operations in ChinaWe have obtained(1)five registration certificates for microwave ablation therapeutic apparatus(models MTI-5AT,MTI-5B,MTI-5C,MTI-5DT and

254、MTI-5ET,Class III on February 6,2023);(2)a numberof registration certificates for microwave ablation needles(Disposable Water-Cooled Microwave ThermalCoagulation Ablation Needle,Long Microwave Ablation Needles,Models XR-A2021W,XR-A2018W,XR-A2015W,XR-A2021R(round head)and XR-A2018R(round head),Class

255、III on February 6,2023;Disposable Water-Cooled Microwave Thermal Coagulation Ablation Needle,Fine Microwave AblationNeedle,Model XR-A1610W,Class III on February 6,2023;Disposable Microwave Ablation Needle,LongMicrowave Ablation Needles,Models J-20-15,J-20-12,J-20-10,J-20-08,J-20-05,J-18-15,J-18-12,J

256、-18-10,J-18-08 and J-18-05,Class III on July 13,2023;Disposable Microwave Ablation Needle,FineMicrowave Ablation Needle,Models J-16-15,J-16-12,J-16-10,J-16-08,J-16-05,J-14-15,J-14-12,J-14-10,J-14-08,J-14-05,Class III on July 13,2023);Disposable Microwave Ablation needle,Models G-20-25,G-20-21,G-20-1

257、8,G-20-15,G-18-25,G-18-21,G-18-18,G-18-15,G-16-20,G-16-15,G-16-10,G-16-08Class III on December 4,2023;Disposable Microwave Ablation Needles,Models J-20-15-XT,J-20-12-XT,J-20-10-XT,J-20-08-XT,J-20-05-XT,J-18-15-XT,J-18-12-XT,J-18-10-XT,J-18-08-XT,J-18-05-XT,J-16-15-XT,J-16-12-XT,J-16-10-XT,J-16-08-XT

258、,J-16-05-XT,J-14-15-XT,J-14-12-XT,J-14-10-XT,J-14-08-XT,and J-14-05-XT Class III on March 19,2024;and(3)one registration certificate for disposable sterilebiopsy needle(Disposable Sterile Biopsy Needle,Model BN-MAR-1,Class II on August 30,2023).On May 25,2021 we obtained the Manufacture License for

259、Class II and Class III Medical Devices forits existing microwave ablation products in China.Such Manufacture License is valid until May 24,2026.We do not believe that the 2022 Supervisory and Administrative Measures for Production will have amaterial impact on our business operations because(1)the u

260、pdates and revisions to the 2022 Supervisoryand Administrative Measures for Production do not affect the validity of the production license obtained byus on May 25,2021,which remains applicable and is sufficient for us to satisfy relevant requirements underthe 2022 Supervisory and Administrative Mea

261、sures for Production,(2)during the process of obtaining theregistration certificate for Class III thyroid medical devices,we passed an audit,performed by the NationalMedical Products Administration and in accordance with the 2022 Supervisory and Administrative Measuresfor Production,for the period f

262、rom February 9,2023,to February 10,2023,and(3)after obtaining theregistration certificate for its single-use sterile biopsy needle product,we applied to add“Class II:14-01Injection and Puncture Instruments”to the production scope of the medical device production license,andobtained the updated medic

263、al device production license on October 16,2023 in accordance with the 2022Supervisory and Administrative Measures for Production.As of the date of this prospectus,we are subject toand in compliance with the 2022 Supervisory and Administrative Measures for Production.See“Risk FactorsRisks Related to

264、 Doing Business in China.”Implication of Being a Controlled CompanyPrior to the Pro Rata Distribution,Betters Medical owns 76.1%of our issued and outstanding sharecapital,and Ms.Haimei Wu,our chairlady of the board and chief executive officer,is the beneficial ownerof 66.6%of Betters Medicals total

265、issued and outstanding share capital.Further,since Ms.Haimei Wu isthe beneficial owner of 50.4%of the voting power of our issued and outstanding share capital following thePro Rata Distribution,we are a“controlled company”as defined under the Nasdaq Stock Market Rules,andare permitted to rely on cer

266、tain exemptions from corporate governance rules.You do not have the sameprotection afforded to shareholders of companies that are subject to these corporate governancerequirements.For details,see“Risk FactorRisks Related to Our Securities and this OfferingAs a“controlled company”under the Nasdaq Sto

267、ck Market Rules,we may be exempt from certain corporategovernance requirements that could adversely affect our public shareholders.”6TABLE OF CONTENTS Risk Factor SummaryOur business and our industry are subject to significant risks.You should carefully consider all of theinformation set forth in th

268、is prospectus and in our other filings with the SEC,including the following riskfactors,in evaluating our business.If any of the following risks actually occur,our business,financialcondition,results of operations,and growth prospects would likely be materially and adversely affected.This prospectus

269、 also contains forward-looking statements that involve risks and uncertainties.See thesection entitled“Forward-Looking Statements.”Risks Related to Our Business and IndustryRisks and uncertainties relating to our business and industry include,but are not limited to,thefollowing:The limited operating

270、 history of Baird Medical may not be indicative of its future growth and makesit difficult to predict its future prospects,including business and financial performance.Baird Medicals historical operating results may not be representative of future performance.Inparticular,Baird Medicals high gross p

271、rofit margin may not be sustainable.Baird Medical may be unable to obtain,maintain or renew the regulatory filings and registrationcertificates needed to commercialize its microwave medical devices in a timely manner,or at all.Baird Medical may not be able to maintain or renew all the permits,licens

272、es and certificates requiredfor its business and operations.Baird Medical may fail to maintain or renew its relationship with existing distributors and customers,or maintain its sales network.Baird Medicals sales may be affected by the level of medical insurance reimbursement available topatients us

273、ing its products.Risks Related to Doing Business in ChinaWe face various legal and operational risks and uncertainties related to being based in and havingsignificant operations in China,and therefore are subject to risks associated with doing business in Chinagenerally.Risks and uncertainties relat

274、ed to doing business in China could result in a material adversechange in our operations,significantly limit or completely hinder our ability to offer our securities toinvestors,and cause the value of our securities to significantly decline or become worthless.Such risks anduncertainties include,but

275、 not limited to,the following:Chinese government has significant authority to intervene or influence our operations at any time,and to exert more control over offerings conducted overseas and/or foreign investment in China-based issuers.For details,see“Risk FactorsRisks Related to Doing Business in

276、ChinaThePRC government has significant authority to exert influence on the China operations of an offshoreholding company,and offerings conducted overseas and foreign investment in China-based issuers,such as us.Changes in Chinas economic,political or social conditions or government policies couldha

277、ve a material adverse effect on our business,results of operations,financial condition,and thevalue of our securities,”“Recent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could significantly limit or completely hinder ourability in

278、capital raising activities and materially and adversely affect our business and the value ofyour investment,”and“The filing with the CSRC may be required in connection with futureoverseas fund-raising activities,and we cannot predict whether we will be able to obtain suchapproval or complete such fi

279、ling.”Our securities may be delisted under the HFCAA if the PCAOB is unable to inspect auditors who arelocated in mainland China and Hong Kong.For details,see“Risk FactorsRisks Related to DoingBusiness in ChinaTrading in our securities on any U.S.stock exchange or the U.S.over-the-counter market may

280、 be prohibited under the HFCAA if the PCAOB is unable to inspect or investigatecompletely auditors located in China for two consecutive years.The delisting of our securities,or thethreat of being delisted,may materially and adversely affect the value of your investment.”7TABLE OF CONTENTS We are sub

281、ject to impact from PRC economic,political and social conditions,as well as changes inany government policies,laws and regulations.For details,see“Risk FactorsRisks Related toDoing Business in ChinaThe PRC government has significant authority to exert influence on theChina operations of an offshore

282、holding company,and offerings conducted overseas and foreigninvestment in China-based issuers,such as us.Changes in Chinas economic,political or socialconditions or government policies could have a material adverse effect on our business,results ofoperations,financial condition,and the value of our

283、securities,”and“Adverse changes ineconomic and political policies of the PRC government could negatively impact Chinas overalleconomic growth,which could materially adversely affect our business.”We are subject to uncertainties with respect to the PRC legal system,including such relating to theenfor

284、cement of rules and regulations in China and the risk that rules and regulations can changequickly with little advance notice.For details,see“Risk FactorsRisks Related to Doing Businessin ChinaUncertainties in the interpretation and enforcement of PRC laws,rules and regulationscould materially adver

285、sely affect our business.”Risks Related to Our Securities and this OfferingThe price of our securities may be volatile,and the value of our securities may decline.The process of taking a company public by means of a business combination with a special purposeacquisition company is different from tak

286、ing a company public through an IPO and may create risksfor our unaffiliated investors.The Warrants to purchase Ordinary Shares will increase the number of shares eligible for futureresale in the public market and result in dilution to our shareholders.Sales of the Registered Securities,or the perce

287、ption of such sales,by the Selling Securityholderspursuant to this prospectus in the public market or otherwise could cause the market price for ourOrdinary Shares to decline.We will be a foreign private issuer,and as a result,will not be subject to U.S.proxy rules and will besubject to Exchange Act

288、 reporting obligations that,to some extent,are more lenient and less frequentthan those of a U.S.domestic public company.As a company incorporated in the Cayman Islands,we are permitted to adopt certain home countrypractices in relation to corporate governance matters that differ significantly from

289、the Nasdaq StockMarket corporate governance listing standards;these practices may afford less protection toshareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporategovernance listing standards.You may face difficulties in protecting your interests,and your abilit

290、y to protect your rights throughU.S.courts may be limited,because we are incorporated under the law of the Cayman Islands,andwill conduct substantially all of our operations in China,and a majority of our directors andexecutive officers will reside outside of the United States.Emerging Growth Compan

291、yWe are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified bythe Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),and it may take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are n

292、otemerging growth companies including,but not limited to,not being required to comply with theindependent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in its periodic reports andpro

293、xy statements,and exemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachute payments not previouslyapproved.Further,Section 102(b)(1)of the JOBS Act exempts emerging growth companies from being requiredto comply w

294、ith new or revised financial accounting standards until private companies(that is,those thathave not had a Securities Act registration statement declared effective or do not have a class of securitiesregistered 8TABLE OF CONTENTS under the Exchange Act)are required to comply with the new or revised

295、financial accounting standards.TheJOBS Act provides that an emerging growth company can elect to opt out of the extended transition periodand comply with the requirements that apply to non-emerging growth companies but any such an election toopt out is irrevocable.We have elected not to opt out of s

296、uch extended transition period,which means thatwhen a standard is issued or revised and it has different application dates for public or private companies,we,as an emerging growth company,can adopt the new or revised standard at the time private companiesadopt the new or revised standard.This may ma

297、ke comparison of our financial statements with anotherpublic company that is neither an emerging growth company nor an emerging growth company that hasopted out of using the extended transition period difficult or impossible because of the potential differencesin accounting standards used.We will re

298、main an emerging growth company until the earlier of:(1)the last day of the fiscal year(i)following the fifth anniversary of the consummation of the Business Combination,(ii)in which we havetotal annual gross revenue of at least$1.235 billion,or(iii)in which we are deemed to be a largeaccelerated fi

299、ler,which means the market value of Ordinary Shares that are held by non-affiliates exceeds$700 million as of the last business day of its most recently completed second fiscal quarter;and(2)thedate on which we have issued more than$1.00 billion in non-convertible debt securities during the priorthr

300、ee-year period.References herein to“emerging growth company”have the meaning associated with it inthe JOBS Act.Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act and,as such,weare permitted to follow the corporate governance practices of its

301、home country,the Cayman Islands,in lieuof the corporate governance standards of Nasdaq applicable to U.S.domestic companies.For example,weare not required to have a majority of the board consisting of independent directors nor have a compensationcommittee or a nominating and corporate governance com

302、mittee consisting entirely of independentdirectors.We intend to follow its home countrys corporate governance practices as long as it remains aforeign private issuer.As a result,our shareholders may not have the same protection afforded toshareholders of U.S.domestic companies that are subject to Na

303、sdaq corporate governance requirements.Asa foreign private issuer,we are also subject to reduced disclosure requirements and are exempt from certainprovisions of the U.S.securities rules and regulations applicable to U.S.domestic issuers such as the rulesregulating solicitation of proxies and certai

304、n insider reporting and short-swing profit rules.9TABLE OF CONTENTS THE OFFERINGThe summary below describes the principal terms of the offering.The“Description of Share Capital”section of this prospectus contains a more detailed description of the Ordinary Shares.Issuance of Ordinary SharesPursuant

305、to Exercise ofWarrantsOrdinary Shares issued andoutstanding prior to exercise ofall Warrants36,362,154 Ordinary Shares(36,652,154 Ordinary Shares upon fullconversion of the GFC Shares).Ordinary Shares issuable uponexercise of all Warrantsregistered herein11,500,000 Ordinary SharesUse of proceedsWe w

306、ill receive up to an aggregate of$132,250,000 from theexercise of all Warrants,assuming the exercise in full of all of theWarrants for cash.The exercise price of the Warrants is$11.50 pershare,subject to adjustment as described herein.The closing priceof Ordinary Shares on Nasdaq on January 16,2025

307、was$5.42 pershare.The likelihood that warrant holders will exercise the Warrantsand any cash proceeds that we would receive is dependent upon themarket price of our Ordinary Shares.Based on the closing price forour Ordinary Shares at$5.42 on January 16,2025,which is lessthan the exercise price of$11

308、.50 per share pursuant to the terms ofthe Warrants,we believe warrant holders will be unlikely to exercisetheir Warrants,and we are unlikely to receive proceeds from theexercise of Warrants.To the extent that we receive any net proceedsin connection with the exercise of Warrants,we expect to use suc

309、hnet proceeds for general corporate purposes.See the section titled“Use of Proceeds”appearing elsewhere in this prospectus for moreinformation.Resale of Ordinary SharesOrdinary Shares offered by theSelling SecurityholdersUp to 34,415,562 Ordinary Shares,consisting of 27,463,627 issuedand outstanding

310、 Ordinary Shares held by Betters Medical,whichwill be distributed to the existing shareholders of Betters Medicalthrough a pro rata distribution in proportion to Betters Medicalsshareholding structure,6,028,406 issued and outstanding SponsorShares,50,000 issued and outstanding Ordinary Shares held b

311、yCohen,290,000 Ordinary Shares upon conversion of 290,000 GFCShares in accordance with the terms of the Amended and RestatedArticles of Association of the Company,and 583,529 issued andoutstanding Ordinary Shares held by Grand Fortune Capital(H.K.)Company Limited.Use of proceedsAll of the securities

312、 offered by the Selling Securityholders pursuantto this prospectus will be sold by the Selling Securityholders fortheir respective accounts.We will not receive any of the proceedsfrom such sales.Offering priceThe securities offered by this prospectus may be offered and sold atprevailing market price

313、s,privately negotiated prices or such otherprices as the Selling Securityholders may determine.See“Plan ofDistribution.”10TABLE OF CONTENTS Warrants issued andoutstanding11,500,000 WarrantsDividend PolicyWe have never declared or paid any cash dividend on our OrdinaryShares.We currently intend to re

314、tain any future earnings and do notexpect to pay any dividends in the foreseeable future.Any furtherdetermination to pay dividends on our ordinary shares would be atthe discretion of our board of directors,subject to applicable laws,and would depend on our financial condition,results of operations,c

315、apital requirements,general business conditions,and other factorsthat our board of directors may deem relevant.Lock-up arrangementThe securities being registered for resale by certain SellingSecurityholders named in the prospectus are subject to a six-monthlock-up period from October 1,2024,subject

316、to certain exceptions.The holders of Sponsor Shares are subject to lock-up requirement ofup to one year following the consummation of the BusinessCombination,subject to certain exceptions.Market for our Ordinary Sharesand WarrantsOur Ordinary Shares and Warrants are listed on Nasdaq under thetrading

317、 symbols“BDMD”and“BDMD W,”respectively.Risk factorsProspective investors should carefully consider the“Risk Factors”for a discussion of certain factors that should be considered beforebuying the securities offered hereby.11TABLE OF CONTENTS RISK FACTORSOur business and our industry are subject to si

318、gnificant risks.You should carefully consider all of theinformation set forth in this prospectus and in our other filings with the SEC,including the following riskfactors,in evaluating our business.If any of the following risks actually occur,our business,financialcondition,results of operations,and

319、 growth prospects would likely be materially and adversely affected.This prospectus also contains forward-looking statements that involve risks and uncertainties.See thesection entitled“Forward-Looking Statements.”Risks Related to Our Business and IndustryOur limited operating history may not be ind

320、icative of our future growth and makes it difficult to predict our futureprospects,including business and financial performance.Our operations trace back to June 2012 when Baide Suzhou Medical Co.,Ltd.,a limited liabilitycompany formed in the PRC(“Baide Suzhou”),was established by Haimei Wu,her husb

321、and,Wenyuan Wu,and two other independent third parties.Thereafter,we commenced our business,which consisted of thedistribution of general medical devices in Guangdong,China.In May 2017,Baide Suzhou acquired a 51%equity interest in Nanjing Changcheng Medical Equipment Co.,Ltd.,a limited liability com

322、pany formed inthe PRC in January 2016(“Nanjing Changcheng”)and expanded our business to include the developmentand provision of microwave ablation medical devices in China.In March 2019,Baide Suzhou acquired theremaining 49%equity interest in Nanjing Changcheng,and Nanjing Changcheng became a wholly

323、 ownedsubsidiary of Baide Suzhou.Over the years,we have developed a strategically managed network withhospitals and medical device distributors,and have gradually expanded our market share in the distributionand sales of microwave ablation medical devices in the PRC.Our short operating history may n

324、ot serve as an adequate basis for evaluating our prospects and futureoperating results,including,but not limited to,our key operating data,net revenue,cash flows andoperating margins.In addition,the microwave ablation medical devices industry in China is at an earlystage of development and will cont

325、inue to evolve.There is no guarantee that hospitals or distributors willaccept the microwave ablation medical devices at a price point that we will deem acceptable.In addition,we may not generate sufficient revenues to cover costs which would have a negative impact on the business,financial results

326、and results of operation.As a result,you may not be able to fully discern the marketdynamics that we are subject to in order to assess our business prospects.We have encountered,and maycontinue to encounter,risks,challenges and uncertainties frequently experienced by companies at an earlystage,inclu

327、ding those relating to our ability to adapt to the industry,to maintain and monetize our customerbase,to introduce new offerings and services and to maintain consistent business growth.If we are unableto successfully address these risks,challenges and uncertainties,our business,financial condition a

328、ndresults of operations could be materially and adversely affected.Our historical operating results may not be representative of future performance.In particular,our high gross profitmargin may not be sustainable.We cannot assure you that our historical operating results,and in particular our high g

329、ross profitmargin,will be indicative of future performance for various reasons,including that the success of ourexisting and new products is uncertain,changes in the market and the regulatory environment,as well as ourability to manage our sales network and the intensified competition in the microwa

330、ve ablation medicaldevice market in China.For example,our profitability for future years may be negatively affected by low-margin sales and competition strategies adopted by our competitors,increasing costs of raw materials andincreasing sale and distribution costs occurring as a result of the expan

331、sion of our sales and distributionnetwork.As a result,our gross profit margin may not be sustainable.Investors should not rely on ourhistorical results as an indication of its future financial or operating performance.We may be unable to obtain,maintain or renew the regulatory filings and registrati

332、on certificates needed tocommercialize our microwave medical devices in a timely manner,or at all.We need to complete regulatory filings or obtain registration certificates for our microwave medicaldevices from the National Medical Products Administration in the PRC(the“NMPA”)or our local branches 1

333、2TABLE OF CONTENTS at the provincial or prefectural city level.In China,medical devices are classified into Class I,Class II andClass III,depending on the degree of risk associated with each medical device and the amount of oversightrequired to ensure safety and effectiveness.Class I medical devices need to be filed with the local branchesat the prefectural city level of the NMPA before they can b