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1、F-1/A 1 ea0245092-f1a2_chanson.htm AMENDMENT NO.2 TO FORM F-1As filed with the United States Securities and Exchange Commission on June 9,2025.Registration No.333-287404 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.2TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURIT
2、IES ACT OF 1933 Chanson International Holding(Exact name of Registrant as specified in its charter)Cayman Islands 2000 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)B9 Xinjiang Ch
3、uangbo Zhigu Industrial ParkNo.100 Guangyuan Road,Shuimogou DistrictUrumqi,Xinjiang,China 830017+86-0991-2302709(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)George Chanson(NY)Corp.41 Madison AvenueNew York,NY 10010917-545-1575(Name,a
4、ddress,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Henry Yin,Esq.Benjamin Yao,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught PlaceCentral,Hong Kong SAR(852)3923-1111Joan S.Guilfoyle,Esq.Loeb&Loeb LLP901 New York Avenue,NWSuite 300 WestWashington
5、,DC 20001(202)618-5000Sophia Zhang,Esq.BIWL P.C.1325 Avenue of the AmericasSuite 2700New York,NY 10019(347)646-0766 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registrationstatement.If any of the securities being registered on this Form a
6、re to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities 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 checkthe following box and list the Securities
7、 Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier eff
8、ective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering
9、Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth company 2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/0001
10、21390025052298/ea0245092-f1a2_chanson.htm1/81If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstanda
11、rds provided pursuant to Section 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 effectivedate until the registrant shall file a further amendment which specifically states that this registration statemen
12、t shallthereafter become effective in accordance with Section 8(a)of the Securities Act,or until the registration statement shallbecome effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to such Section 8(a),maydetermine.2025/6/10 09:37sec.gov/Archives/edgar/data/18
13、25349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm2/81 The information in this prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement filed with the U.S.
14、Securities and Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATE JUNE 9,2025 Up to 25,000,0
15、00 Units,each consisting of one Class A Ordinary Share,or,in lieu thereof,a Pre-Funded Warrant,one SeriesA Warrant to purchase one Class A Ordinary Share,and one Series B Warrant to purchase one Class A Ordinary ShareUp to 25,000,000 Class A Ordinary Shares included in the UnitsUp to 25,000,000 Pre-
16、Funded WarrantsUp to 25,000,000 Series A Warrants to Purchase Class A Ordinary SharesUp to 25,000,000 Series B Warrants to Purchase Class A Ordinary SharesUp to 50,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants and the Series AWarrants to Purchase Class A Ordinary SharesUp to 75,
17、000,000 Class A Ordinary Shares Issuable upon Exercise of the Series BWarrants to Purchase Class A Ordinary Shares at a Zero Exercise Price Chanson International Holding Chanson International Holding(the“Company,”“we”or“us”)is offering on a best-efforts basis up to 25,000,000 units(the“Units”),consi
18、sting of one Class A Ordinary Share,par value$0.001 per share(the“Class A Ordinary Shares”),or,in lieu thereof,a pre-funded warrant(each,a“Pre-Funded Warrant”);one series A warrant to purchase one Class A Ordinary Share(each,a“SeriesA Warrant”);and one series B warrant to purchase one Class A Ordina
19、ry Share(each,a“Series B Warrant”).We are offering theUnits at the assumed initial public offering price of$0.50 per Unit(the“Offering”).We are also registering up to 125,000,000Class A Ordinary Shares underlying the Pre-Funded Warrants,the Series A Warrants and the Series B Warrants.Each of the Ser
20、iesA Warrants and the Series B Warrants will have an exercise price of$0.525 per Class A Ordinary Share and will be exercisablebeginning on the date of the issuance date and ending on the two and half anniversary of the issuance date.The Units have no stand-alone rights and will not be certificated
21、or issued as stand-alone securities.The Class A Ordinary Shares orthe Pre-Funded Warrants in lieu thereof can each be purchased in this offering only with the accompanying the Series A Warrantsand the Series B Warrants as part of the Units,but the component parts of the Units will be immediately sep
22、arable and issuedseparately in this Offering.We are also offering to each purchaser of shares that would otherwise result in the purchasers beneficial ownership exceeding4.99%of our outstanding Class A Ordinary Shares immediately following the consummation of this offering,the opportunity topurchase
23、 a Pre-Funded Warrants each in lieu of one Class A Ordinary Share.Subject to limited exceptions,a holder of Pre-FundedWarrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder,together with its affiliates,wouldbeneficially own in excess of 4.99%(or,at the elec
24、tion of the holder,such limit may be increased to up to 9.99%)of the number ofClass A Ordinary Shares outstanding immediately after giving effect to such exercise.Each Pre-Funded Warrant will be exercisablefor one Class A Ordinary Share.The purchase price of each Pre-Funded Warrant will be equal to
25、the price per share minus$0.0001,and the remaining exercise price of each Pre-Funded Warrant will equal$0.0001 per share.The Pre-Funded Warrants will beimmediately exercisable(subject to the beneficial ownership limitation)and may be exercised at any time until all of the Pre-Funded Warrants are exe
26、rcised in full.For each Pre-Funded Warrant we sell(without regard to any limitation on exercise set forththerein),the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanso
27、n.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm3/81 If and only if at the time of any exercise of the Series A Warrant,there is no effective registration statement registering,or theprospectus contained therein is not available for the issuance of th
28、e Class A Ordinary Shares underlying the Series A Warrants tothe holder,in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of theaggregate exercise price,the holder may elect instead to receive upon such exercise(either in whole or in part)the nu
29、mber ofshares of Class A Ordinary Shares determined according to the formula set forth in the Series A Warrants.Subject to customaryadjustments for share dividends,splits or other changes in share capital,the maximum number of Class A Ordinary Shares issuableupon cashless exercise of the Series A Wa
30、rrants is 25,000,000.If and only if at the time of any exercise of the Series B Warrant,there is no effective registration statement registering,or theprospectus contained therein is not available for the issuance of the Class A Ordinary Shares underlying the Series B Warrants tothe holder,in lieu o
31、f making the cash payment otherwise contemplated to be made to us upon such exercise in payment of theaggregate exercise price,the holder may elect instead to receive upon such exercise(either in whole or in part)the number ofshares of Class A Ordinary Shares determined according to the formula set
32、forth in the Series B Warrants.Subject to customaryadjustments for share dividends,splits or other changes in share capital,the maximum number of Class A Ordinary Shares issuableupon cashless exercise of the Series B Warrants is 25,000,000.A holder of the Series B Warrants may also effect an exercis
33、e at azero exercise price(the“zero exercise price option”)at any time while the Series B Warrants are outstanding.Under the zeroexercise price option,the holder of the Series B Warrants,has the right to receive the number of Class A Ordinary Shares as setforth in the applicable Series B Warrant,whic
34、h will be more than such number of Class A Ordinary Shares that is issuable uponcash exercise or cashless exercise.We do not expect to receive any proceeds from the zero exercise price option of the Series BWarrants because it is highly unlikely that a holder of the Series B Warrants would elect to
35、exercise the Series B Warrants bypaying cash or via cashless exercise in lieu of the zero exercise price option.The maximum number of Class A Ordinary Sharesissuable under all Series B Warrants(including the zero exercise price option)shall not exceed 75,000,000.As such,holders of theSeries B Warran
36、ts may elect to be issued up to 75,000,000 Class A Ordinary Shares upon the zero exercise price option.Our Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol“CHSN.”The last reported sale price ofour Class A Ordinary Shares on The Nasdaq Capital Market on June 6,2025 was
37、$0.494 per Class A Ordinary Share.There is noestablished public trading market for the Pre-Funded Warrants,the Series A Warrants or the Series B Warrants,and we do notintend to list the Pre-Funded Warrants,the Series A Warrants or the Series B Warrants on any national securities exchange ortrading s
38、ystem.Without a trading market,the liquidity of the Pre-Funded Warrants,the Series A Warrants and the Series B Warrantswill be limited.We are also registering the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants,the SeriesA Warrants and the Series B Warrants and anticipate t
39、hat such Class A Ordinary Shares will trade on The Nasdaq Capital Market.We have engaged Univest Securities,LLC to act as our exclusive placement agent in connection with this offering(the“placementagent”).The placement agent has agreed to use its best efforts to arrange for the sale of the securiti
40、es offered by this prospectus.The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required toarrange the purchase or sale of any specific number or dollar amount of securities.We have agreed to pay to the placement agentthe placement
41、agent fees set forth in the table below,which assumes that we sell all of the securities offered by this prospectus.There is no arrangement for funds to be received in escrow,trust or similar arrangement.There is no minimum offeringrequirement as a condition of closing of this offering.Because there
42、 is no minimum offering amount required as a condition toclosing this offering,we may sell fewer than all of the securities offered hereby,which may significantly reduce the amount ofproceeds received by us,and investors in this offering will not receive a refund in the event that we do not sell an
43、amount ofsecurities sufficient to pursue our business goals described in this prospectus.See“Risk Factors”on page 18 of this prospectus.Wewill bear all costs associated with the offering.See“Plan of Distribution”on page 48 of this prospectus for more informationregarding these arrangements.2025/6/10
44、 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm4/81 We will have one closing for all the securities purchased in this offering.The offering will terminate upon the comp
45、letion of asingle closing,which is expected to occur on or about,2025.The public offering price per Unit(consisting of one Class AOrdinary Share(or a Pre-Funded Warrant in lieu thereof),one Series A Warrant and one Series B Warrants)will be fixed for theduration of this offering.We may sell fewer th
46、an all securities offered hereby,which may significantly reduce the amount of proceeds received by us,andinvestors in this offering will not receive a refund if we do not sell all of the securities offered hereby.We have not established anescrow account in conjunction with this offering.Because ther
47、e is no escrow account and no minimum number of securities oramount of proceeds,investors could be in a position where they have invested in us,but we have not raised sufficient proceeds inthis offering to adequately fund the intended uses of the proceeds as described in this prospectus.Also,any pro
48、ceeds from the saleof securities offered by us will be available for our immediate use,despite uncertainty about whether we would be able to use suchfunds to effectively implement our business plan.See“Risk Factors.”Investing in our securities involves a high degree of risk.See“Risk Factors”beginnin
49、g on page 18 of this prospectus.We are a holding company incorporated under the laws of the Cayman Islands and not a Chinese operating company.As a holdingcompany with no material operations of our own,we conduct our operations through our subsidiaries in China and the U.S.and theVIEs in China.For a
50、ccounting purposes,we control and receive the economic benefits of the VIEs through certain contractualarrangements(the“VIE Agreements”),which enable us to consolidate the financial results of the VIEs in our consolidated financialstatements under generally accepted accounting principles in the U.S.
51、(“U.S.GAAP”),and the structure involves unique risks toinvestors.Our securities offered in this offering are securities of Chanson International,the offshore holding company in theCayman Islands,instead of securities of our subsidiary or the VIEs in China.The VIE structure provides contractual expos
52、ure toforeign investment in China-based companies.Chinese law,however,does not prohibit direct foreign investment in the VIEs.For adescription of the VIE Agreements,see“Prospectus SummaryOur Corporate StructureThe United Family Group”and“Corporate History and Structure.”As a result of our use of the
53、 VIE structure,you may never directly hold equity interests in theVIEs.Because we do not directly hold equity interests in the VIEs,we are subject to risks and uncertainties of the interpretations andapplications of PRC laws and regulations,including but not limited to,regulatory review of overseas
54、listing of PRC companiesthrough special purpose vehicles and the validity and enforcement of the VIE Agreements.We are also subject to the risks anduncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure,which wouldlikely result in a material
55、 change in our operations,and the value of our Class A Ordinary Shares may depreciate significantly orbecome worthless.The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus.See“Item3.Key InformationD.Risk FactorsRisks Relating to Our Corporate Structure
56、The VIE Agreements with the UFG Entities andthe UFG Operators may not be effective in providing control over the UFG Entities”in our 2024 Annual Report,which isincorporated by reference into this prospectus.2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.
57、htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm5/81 We are subject to certain legal and operational risks associated with having the majority of our operations in China,which couldcause the value of our securities to significantly decline or become wor
58、thless.PRC laws and regulations governing our currentbusiness operations are sometimes vague and uncertain,and as a result these risks may result in material changes in the operationsof the VIEs,significant depreciation or a complete loss of the value of our Class A Ordinary Shares,or a complete hin
59、drance of ourability to offer,or continue to offer,our securities to investors.Recently,the PRC government adopted a series of regulatory actionsand issued statements to regulate business operations in China with little advance notice,including cracking down on illegalactivities in the securities ma
60、rket,adopting new measures to extend the scope of cybersecurity reviews,and expanding the effortsin anti-monopoly enforcement.As of the date of this prospectus,we,our PRC subsidiary,and the VIEs have not been involved inany investigations on cybersecurity review initiated by any PRC regulatory autho
61、rity,nor has any of them received any inquiry,notice,or sanction.As confirmed by our PRC counsel,Beijing Dacheng Law Offices,LLP(Guangzhou)(“Dacheng”),we are notsubject to cybersecurity review with the Cyberspace Administration of China(the“CAC”),under the Cybersecurity ReviewMeasures that became ef
62、fective on February 15,2022,since we are not critical information infrastructure operator(“CIIO”)oronline platform operator,and we currently do not have over one million users personal information and do not anticipate that wewill be collecting over one million users personal information in the fore
63、seeable future,which we understand might otherwisesubject us to the Cybersecurity Review Measures.We have not been notified by relevant government departments or localauthorities for data security assessment,and our data have not been publicly released as important data.Therefore,we do not needto de
64、clare our data for security assessment as important data to exit the country,under the Provisions on Regulating and FacilitatingCross-Border Data Flow that were promulgated by CAC and became effective on March 22,2024.We are also not subject tonetwork data security review by the CAC,since we current
65、ly do not conduct network data processing activities that affect or mayaffect national security,which we understand might otherwise subject us to the Regulation on Network Data Security Management.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCRecent greater overs
66、ight by theCAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our business andour offerings”in our 2024 Annual Report,which is incorporated by reference into this prospectus.On February 17,2023,the China Securities Regulatory Commission(the
67、“CSRC”)promulgated the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies,or the“Trial Measures,”and five supporting guidelines,which came into effect on March 31,2023.As advised by Dacheng,we are required to complete necessary filing procedurespursuant to
68、 the Trial Measures within three working days after the completion of this offering.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions,the Trial Measures,and the revised Provisions recentlyissued by the PRC authorities may subject us to additional complia
69、nce requirements in the future”in our 2024 Annual Report,which is incorporated by reference into this prospectus.Notwithstanding the foregoing,as of the date of this prospectus,accordingto Dacheng,no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authoritie
70、s to issuesecurities to foreign investors,and we have not received any inquiry,notice,warning,sanction,or any regulatory objection to thisoffering from the CSRC,the CAC,or any other PRC authorities that have jurisdiction over our operations.Since these statementsand regulatory actions are newly publ
71、ished,it is highly uncertain what the potential impact such modified or new laws andregulations will have on the daily business operations of our subsidiaries and the VIEs,our ability to accept foreign investments,and our listing on a U.S.stock exchange.The Standing Committee of the National Peoples
72、 Congress(the“SCNPC”)or PRCregulatory authorities may in the future promulgate additional laws,regulations,or implementing rules that require us,oursubsidiaries,or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S.If we do not receive ormaintain such approval,
73、or inadvertently conclude that such approval is not required,or applicable laws,regulations,orinterpretations change such that we are required to obtain approval in the future,we may be subject to an investigation bycompetent regulators,fines or penalties,or an order prohibiting us from conducting a
74、n offering,and these risks could result in amaterial adverse change in our operations and the value of our Class A Ordinary Shares,significantly limit or completely hinderour ability to offer or continue to offer securities to investors,or cause such securities to significantly decline in value or b
75、ecomeworthless.2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm6/81 In addition,our Class A Ordinary Shares may be prohibited from trading on a national exchang
76、e or over-the-counter under theHolding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(UnitedStates)(the“PCAOB”)is unable to inspect our auditors for three consecutive years beginning in 2021.Our auditor prior toSeptember 29,2022,Friedman LLP(“Friedma
77、n”),which combined with Marcum LLP effective September 1,2022,and ourauditor for the period between September 29,2022 and July 9,2023,Marcum Asia CPAs LLP(“Marcum Asia”),which is asubsidiary of Marcum LLP,had been inspected by the PCAOB on a regular basis in the audit periods,and our new auditorAsse
78、ntsure PAC(“Assentsure”)since July 10,2023,as an auditor of companies that are traded publicly in the United States and afirm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspectionsto assess its compliance with the applicable profess
79、ional standards.Assentsure is headquartered in Singapore,and is inspected bythe PCAOB on a regular basis.None of the three auditors is subject to the determinations announced by the PCAOB on December16,2021.If trading in our Class A Ordinary Shares is prohibited under the HFCA Act in the future beca
80、use the PCAOB determinesthat it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine to delist our Class A OrdinaryShares and trading in our Class A Ordinary Shares could be prohibited.On June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies
81、 Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,anidentical provision to the Accelerating Holding Foreign Companies Accountable Act and a
82、mended the HFCA Act by requiring theSEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three,thus reducing the time period for triggering the prohibition on trading.On August 26,2022,the
83、 CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of audit firms based in mainland China and Hong Kong,taking the first steptoward opening access for the PCAOB to inspect and investigate registered
84、public accounting firms headquartered in mainlandChina and Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S.Securities and ExchangeCommission(the“SEC”),the PCAOB shall have independent discretion to select any issuer audits for inspection or investigationand has
85、 the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB determined that the PCAOBwas able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong and voted to vacate its previous determinati
86、ons to the contrary.However,should PRC authorities obstruct orotherwise fail to facilitate the PCAOBs access in the future,the PCAOB will consider the need to issue a new determination.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCJoint statement by the SEC and t
87、hePublic Company Accounting Oversight Board(United States)(the“PCAOB”),rule changes by Nasdaq,and the Holding ForeignCompanies Accountable Act(the“HFCA Act”)all call for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditor
88、s,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offerings”in our 2024 Annual Report,which is incorporated byreference into this prospectus.As of the date of this prospectus,our Company,our subsidiaries,and the VIEs have not distri
89、buted any earnings or settled anyamounts owed under the VIE Agreements.Our Company,our subsidiaries,and the VIEs do not have any plan to distribute earningsor settle amounts owed under the VIE Agreements in the foreseeable future.As of the date of this prospectus,none of oursubsidiaries or VIEs have
90、 made any dividends or distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future.If
91、we determine to pay dividends on any of our Class AOrdinary Shares or Class B Ordinary Shares in the future,as a holding company,we will depend on receipt of funds from our PRCsubsidiary and from the VIEs to our PRC subsidiary in accordance with the VIE Agreements.See“Prospectus SummaryDividends or
92、Distributions Made to our Company and U.S.Investors and Tax Consequences.”2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm7/81 The cash transfers and transfers
93、of other assets that occurred among our Company,our subsidiaries,and the VIEs included thefollowing intercompany borrowings,raw material transfers,and product transfers:(i)during the fiscal year ended December 31,2024,Xinjiang United Family received raw materials from the VIEs in the approximate amo
94、unt of$4,197,240,and transferred cash(as working capital),raw materials and products to the VIEs in the approximate amount of$661,983,$1,603,664,and$2,983,019,respectively;and(ii)during the fiscal year ended December 31,2023,Xinjiang United Family received from the VIEs cash andraw materials in the
95、approximate amount of$1,542,178 and$1,400,536,respectively,and transferred to the VIEs raw materials andproducts in the approximate amount of$1,845,098 and$3,413,933,respectively.For more detailed discussion of how cash andother assets are transferred among our Company,our subsidiaries,and the VIEs,
96、see“Prospectus SummaryAsset TransfersBetween Our Company,Our Subsidiaries,and the VIEs,”“Prospectus SummarySelected Condensed Consolidating FinancialSchedule of Chanson International and Its Subsidiaries and the VIEs,”and our audited consolidated financial statements for thefiscal years ended Decemb
97、er 31,2024,2023,and 2022 as incorporated by reference into this prospectus.To the extent cash in thebusiness is in the PRC,the funds may not be available to fund operations or for other use outside of the PRC due to interventions inor the imposition of restrictions and limitations on the ability of
98、our Company,our subsidiaries,or the VIEs by the PRCgovernment to transfer cash.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCTo theextent cash in the business is in the PRC or a PRC entity,the funds may not be available to fund operations or for other use outside
99、of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our Company,our subsidiaries,or the VIEs by the PRC government to transfer cash”in our 2024 Annual Report,which is incorporated by reference into thisprospectus.Our management is directly supervisi
100、ng cash management.Our finance department is responsible for establishing thecash management policies and procedures among our departments and the operating entities.Each department or operating entityinitiates a cash request by putting forward a cash demand plan,which explains the specific amount a
101、nd timing of cash requested,and submitting it to designated management members of our Company,based on the amount and the use of cash requested.Thedesignated management member examines and approves the allocation of cash based on the sources of cash and the priorities of theneeds,and submit it to th
102、e cashier specialists of our finance department for a second review.Other than the above,as of the date ofthis prospectus,we do not have other cash management policies or procedures that dictate how funds are transferred nor a writtenpolicy that addresses how we will handle any limitations on cash t
103、ransfers due to PRC law.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public companyreporting requirements.Please read the disclosures“Implications of Our Being an Emerging Growth Company”beginning onpage 13 of this prospectus for more
104、information.Following the completion of this offering,assuming a full offering of 25,000,000 Class A Ordinary Shares(or Pre-Funded Warrantsin lieu thereof)but not taking into account any Class A Ordinary Shares that are issuable upon the Series A Warrants or the Series BWarrants,our chairman of the
105、board of directors and chief executive officer,Mr.Gang Li,will hold approximately 86.7%of theaggregate voting power of our issued and outstanding ordinary shares and will be able to determine all matters requiring approvalby our shareholders.As such,we will continue to be deemed a“controlled company
106、”under Nasdaq Listing Rules 5615(c).However,even if we are deemed to be a“controlled company,”we do not intend to avail ourselves of the corporate governanceexemptions afforded to a“controlled company”under the Nasdaq Listing Rules.Per Share andAccompanyingSeries AWarrant andSeries BWarrant Per Pre-
107、FundedWarrant andAccompanyingSeries AWarrant andSeries BWarrant Total(assumingmaximumoffering)Public offering price$Placement agent commissions(1)$Proceeds,before expenses,to us(2)(3)$(1)We have agreed to pay the placement agent a cash fee equal to 7.5%of the gross proceeds raised in this offering t
108、ogether witha 1%non-accountable expense allowance.We have also agreed to reimburse the placement agent for certain of its offering-related expenses,including reimbursement for legal fees and other out-of-pocket fees,costs and expenses in the amount of upto$150,000.For more information about the comp
109、ensation to be received by the placement agent,see“Plan of Distribution.”(2)Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering,the actual public offering amount,placement agent fees and proceeds to us,if any,are not presently de
110、terminable and may besubstantially less than the total maximum offering amounts set forth above.For more information,see“Plan of Distribution.”(3)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Series A Warrants orthe Series B Warrants.2025/6
111、/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm8/81 Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapprove
112、d ofthese securities or passed on the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminaloffense.Sole Placement Agent Univest Securities,LLC Prospectus dated,2025 2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttp
113、s:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm9/81 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1 THE OFFERING16 RISK FACTORS18 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS23 ENFORCEABILITY OF CIVIL LIABILITIES24 USE OF PROCEEDS25 DIVIDEND POLICY25 DILUTION26
114、CAPITALIZATION27 CORPORATE HISTORY AND STRUCTURE28 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS28 BUSINESS28 REGULATIONS28 MANAGEMENT28 PRINCIPAL SHAREHOLDERS29 RELATED PARTY TRANSACTIONS31 DESCRIPTION OF SHARE CAPITAL31 SHARES ELIGIBLE FOR FUTURE SALE42 DESCRI
115、PTION OF SECURITIES WE ARE OFFERING43 PLAN OF DISTRIBUTION48 EXPENSES RELATING TO THIS OFFERING53 LEGAL MATTERS54 EXPERTS54 INCORPORATION OF DOCUMENTS BY REFERENCE54 WHERE YOU CAN FIND ADDITIONAL INFORMATION55 MATERIAL CHANGES55 You should rely only on the information contained in this prospectus or
116、 any prospectus supplement or amendment.Neitherwe,nor the placement agent,have authorized any other person to provide you with information that is different from,oradds to,that contained in this prospectus.If anyone provides you with different or inconsistent information,you should notrely on it.Nei
117、ther we nor the placement agent take responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.You should assume that the information contained in this prospectus orany free writing prospectus is accurate only as of the date of this prosp
118、ectus,regardless of the time of delivery of this2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm10/81prospectus or of any sale of our securities.Our business,fi
119、nancial condition,results of operations and prospects may havechanged since that date.We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities
120、orpossession or distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus injurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to thispublic offering and the distribution of this prospectus
121、 applicable to that jurisdiction.i2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm11/81 About this Prospectus Neither we nor the placement agent have authorized
122、 anyone to provide any information or to make any representations other thanthose contained in or incorporated by reference into this prospectus or in any free writing prospectuses prepared by us or on ourbehalf or to which we have referred you.We take no responsibility for and can provide no assura
123、nce as to the reliability of,anyother information that others may give you.This prospectus is an offer to sell the Class A Ordinary Shares(or the Pre-FundedWarrants in lieu thereof),the Series A Warrants and the Series B Warrants offered hereby,but only under circumstances and injurisdictions where
124、it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where the offer or saleis not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permittedto make such offer or sale.For the avoidance of dou
125、bt,no offer or invitation to subscribe for the Class A Ordinary Shares(or thePre-Funded Warrants in lieu thereof),the Series A Warrants or the Series B Warrants is made to the public in the Cayman Islands.The information contained in this prospectus is current only as of the date on the front cover
126、of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Neither we nor the placement agent have taken any action to permit this offering of the Class A Ordinary Shares(or the Pre-FundedWarrants in lieu thereof),the Series A Warrants and
127、 the Series B Warrants outside the United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside the United States whocome into possession of this prospectus or any filed free writing prospectus must inform
128、themselves about,and observe anyrestrictions relating to,the offering of the Class A Ordinary Shares(or the Pre-Funded Warrants in lieu thereof),the Series AWarrants and the Series B Warrants.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,refer
129、ences in this prospectus to:“Chanson 23rd Street”are to Chanson 23rd Street LLC,a New York limited liability company,which is wholly owned byChanson NY(as defined below);“Chanson 3rd Ave”are to Chanson 1293 3rd Ave LLC,a New York limited liability company,which is wholly owned byChanson NY;“Chanson
130、Broadway”are to Chanson 2040 Broadway LLC,a New York limited liability company,which is wholly ownedby Chanson NY;“Chanson Greenwich”are to Chanson 355 Greenwich LLC,a New York limited liability company,which was whollyowned by Chanson NY and dissolved on August 28,2024;“Chanson International,”“we,”
131、“us,”“our Company,”or the“Company”are to Chanson International Holding,anexempted company with limited liability incorporated and registered under the laws of Cayman Islands;“Chanson NY”are to George Chanson(NY)Corp.,a New York corporation,which is wholly owned by Xinjiang UnitedFamily(as defined be
132、low);“China”or the“PRC”are to the Peoples Republic of China;“Class A Ordinary Shares”are to Class A ordinary shares of Chanson International,par value$0.001 per share;“Class B Ordinary Shares”are to Class B ordinary shares of Chanson International,par value$0.001 per share;“Deen Global”are to our wh
133、olly owned subsidiary,Deen Global Limited,a British Virgin Islands company;ii2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm12/81 “Jenyd”are to Deen Globals wh
134、olly owned subsidiary,Jenyd Holdings Limited,a Hong Kong corporation;“ordinary shares”or“Ordinary Shares”are to Class A Ordinary Shares and Class B Ordinary Shares,collectively;“the operating entities”are to Xinjiang United Family and its branch offices,the VIEs,and the U.S.Stores(as definedbelow);t
135、he“PRC Stores”are to a bakery chain consisting of 55 stores in business operated by Xinjiang United Family and theVIEs under our“George ChansonTM”brand in Xinjiang;the“U.S.Stores”are to Chanson 23rd Street,Chanson Broadway and Chanson 3rd Ave;the“September 2024 Offering”means the follow-on public of
136、fering of the Company closed on September 17,2024pursuant to which the Company sold(i)8,980,251 Class A Ordinary Shares,and(ii)8,980,251 common warrants topurchase 8,980,251 Class A Ordinary Shares,at an exercise price of$0.972 per shares,at a combined public offering priceof$0.81 per share and acco
137、mpanying common warrant;“U.S.GAAP”are to generally accepted accounting principles in the United States;“VIE”are to variable interest entity;“Xinjiang”are to the Xinjiang Uygur Autonomous Region of the PRC;and “Xinjiang United Family”or“our PRC subsidiary”are to Xinjiang United Family Trading Co.,Ltd
138、.,a limited liabilitycompany organized under the laws of the PRC,which is wholly owned by Jenyd.The functional currency of Xinjiang United Family,our wholly owned indirect subsidiary in the PRC,and the VIEs,is Renminbi(“RMB”),the currency of China,and the functional currency of the U.S.Stores is U.S
139、.dollars.Our consolidated financialstatements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in ourconsolidated financial statements in U.S.dollars.These dollar references are based on exchange rates of RMB to U.S.dollars,determined as of a
140、 specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations andthe value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed in dollars)and the value of our assets,including ac
141、counts receivable(expressed in dollars).TRADEMARKS This prospectus contains references to our trademarks and service marks and to those belonging to other entities.Solely forconvenience,trademarks,and trade names referred to in this prospectus may appear without the or symbols,but suchreferences are
142、 not intended to indicate,in any way,that their respective owners will not assert,to the fullest extent under applicablelaw,their rights thereto.We do not intend our use or display of other companies trade names,trademarks,or service marks toimply a relationship with,or endorsement or sponsorship of
143、 us by,any other companies.iii2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm13/81 PROSPECTUS SUMMARY This summary highlights information contained elsewhere i
144、n this prospectus.This summary does not contain all of theinformation you should consider before investing in our securities.Before you decide to invest in our securities,you should readthe entire prospectus carefully,including the“Risk Factors”section and the financial statements and related notes
145、appearing atthe end of this prospectus.Our Corporate Structure Corporate Structure We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As of the date of thisprospectus,as a holding company with no material operations of our own,we conduct our business thro
146、ugh:(i)an association between Xinjiang United Family and the VIEs known as the“United Family Group”or“UFG”:53 of theentities that comprise UFG(each a“UFG Entity”and,collectively,the“UFG Entities”)are owned independently by thechairman of our board of directors(“the Chairman”),Mr.Gang Li,and two of t
147、he entities are owned independently byMs.Hui Wang,the Marketing Director of Xinjiang United Family.Mr.Gang Li and Ms.Hui Wang are referred hereinindividually as a“UFG Operator”and collectively as the“UFG Operators.”For accounting purposes,we control andreceive the economic benefits of the UFG Entiti
148、es through the VIE Agreements,which enable us to consolidate thefinancial results of the VIEs in our consolidated financial statements under U.S.GAAP,and the structure involvesunique risks to investors.For more details on the United Family Group,please see“The United Family Group.”OurClass A Ordinar
149、y Shares are shares of Chanson International,the offshore holding company in the Cayman Islands,instead of shares of Xinjiang United Family or the UFG Entities.The VIE structure provides contractual exposure toforeign investment in China-based companies.Chinese law,however,does not prohibit direct f
150、oreign investment in theVIEs.As a result of our use of the VIE structure,investors may never directly hold equity interests in the UFG Entities;(ii)Xinjiang United Family and its three branches;and (iii)Chanson 23rd Street,Chanson 3rd Ave and Chanson Broadway.12025/6/10 09:37sec.gov/Archives/edgar/d
151、ata/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm14/81 The following diagram illustrates our corporate structure as of the date of this prospectus,without taking into account the effectof this offerin
152、g:Notes:All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholdersgiven that each holder of Class B Ordinary Shares will be entitled to 50 votes per one Class B Ordinary Share and each holder ofClass A Ordinary Shares will be entitled to o
153、ne vote per one Class A Ordinary Share.(1)Represents 2,700,000 Class A Ordinary Shares and 5,670,000 Class B Ordinary Shares beneficially owned by Gang Li,the100%owner of Danton Global Limited,as of the date of this prospectus.(2)Represents 270,000 Class A Ordinary Shares beneficially owned by Jihon
154、g Cai,the 100%owner of Haily Global Limited,as of the date of this prospectus.22025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm15/81 The following is a complete
155、 list of the stores of Xinjiang United Family and UFG as of the date of this prospectus,together withtheir recognized commercial name and relationship to Xinjiang United Family.Legal Name of Entity CommercialName Nature of Entity1 Urumqi Midong District George Chanson Bakery Midong Part of UFG owned
156、 100%by Mr.Gang Li and operated under VIEagreements among Mr.Gang Li,this entity,and Xinjiang UnitedFamily2 Shayibake District Yining Rd.George Chanson Bakery Dehui Wanda Same as above3 Changji George Chanson Bakery Changji Huijia Same as above4 Tianshan District Xinhua North Rd.George ChansonBakery
157、 Hongshan Same as above5 Tianshan District Xinmin Rd.George Chanson Bakery Beimen Same as above6 Tianshan District Minzhu Rd.George Chanson Bakery Minzhu Same as above7 Tianshan District Jianquan No.3 Rd.George ChansonBakery Riyue Xingguang Same as above8 Tianshan District Jiefang North Rd.George Ch
158、ansonBakery Wanyancheng Same as above9 Urumqi Economics and Technology DevelopmentDistrict George Chanson Bakery on Kashi West Rd.Huarun Wanjia Same as above10 Xinshi District Changchun South Rd.George ChansonBakery Changchun Road Same as above11 Xinshi District Beijing Middle Rd.United FamilyChanso
159、n Bakery Huijia Third Floor Same as above12 Xinshi District Suzhou East Rd.Chanson Bakery Baishang Same as above13 Xinshi District South No.3 Rd.Chanson Bakery Railway Bureau Same as above14 Urumqi Economics and Technology DevelopmentDistrict George Chanson Bakery on Xuanwuhu Rd.EconomicsDevelopment
160、Wanda Same as above15 Shayibake District Youhao South Rd.Chanson Bakery HongshanLifestyle Store Same as above16 Shuimogou District South Nanhu Rd.George ChansonBakery Nanhu Same as above17 Xinshi District Hebei East Rd.George Chanson Bakery Hebei RoadHuarun Same as above18 Urumqi Toutunhe District G
161、eorge Chanson Bakery onZhongya South Rd.Degang Wanda Same as above19 Shayibake District Karamay West Rd.Chanson Bakery Xinbei Yuanchun Same as above20 Shayibake District Qitai Rd.Hemeijia Chanson Bakery Dehui WangdaFourth Floor Same as above 32025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121
162、390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm16/81 21 Tianshan District Qingnian Rd.Chanson Bakery Qingnian RoadHaojiaxiang Same as above22 Xinshi District Liyushan North Rd.Hemeijia Bakery Vanke JinchengHuafu Same
163、 as above23 Xinshi District Changchun North Rd.Chanson Bakery Gaoxin Wanda Same as above24 Shayibake District Youhao North Road Chanson CoffeeBakery SoulSongMeimei No.2 Same as above25 Tianshan District Jiefang North Rd.Chanson CoffeeBakery SoulSongWanyan Cheng Same as above26 Tianshan District Wenh
164、ua Rd.Chanson Coffee Bakery SoulSongWenhua Road Same as above27 Tianshan District Minzhu Rd.Heimeijie Coffee andFood Store SoulSongMinzhu Road Same as above28 Tianshan District Cuiquan Rd.George Chanson Bakery Vanke Tianshanli Same as above29 Tianshan District Cuiquan Rd.Coffee and Food Store SoulSo
165、ng VankeTianshanli Same as above30 Xinshi District Changchun North Rd.Chanson Coffeeand Food Store SoulSongGaoxin Wanda Same as above31 Tianshan District Wenhua Rd.Chanson Coffee andFood Store SoulSong MaliHospital Same as above32 Urumqi Economics and Technology DevelopmentDistrict Toutunhe Chanson
166、Coffee and Food Store SoulSong AidiDajiang Same as above33 Tianshan District Dongquan Rd.United FamilyChanson Bakery Shijie GuanjunNo.1 Same as above34 Tianshan District Dongquan Rd.United Family Bakery Shijie GuanjunNo.2 Same as above35 Shuimogou District Wenquan North Rd.United FamilyChanson Baker
167、y Shijie Gongyuan Same as above 42025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm17/81 36 Xinshi District Changchun South Rd.United FamilyBakery Meiju PhaseThre
168、e Store Same as above37 Xinshi District Changsha Rd.United Family ChansonBakery ZhongnanShangyue Chengstore Same as above38 Xinshi District Yinbin Rd.United Family GeorgeChanson Bakery LaiyinZhuangyuan Store Same as above39 Xinshi District Suzhou East Rd.United FamilyChanson Bakery Xinzhou CityGarde
169、n Store Same as above40 Tianshan District Dawan South Rd.Hemeijia GeorgeChanson Bakery Tianshan Vanke Same as above41 Shuimogou District Fengxiang Street Hemeijia GeorgeChanson Bakery Zijin Hui Same as above42 Shuimogou District Fengxiang Street Hemeijia SongCoffee and Food Shop SoulSong ZijinHui Sa
170、me as above43 Xinshi District Siping Road Hemeijia George ChansonBakery Tongjia PeacockMansion Same as above44 Shayibake District Karamay West Street GeorgeChanson Bakery Karamay WestStreet Same as above45 Shayibake District,Altay Road,Hemeijia GeorgeChanson Bakery Jiaheyuan Same as above46 Shayibak
171、e District,Yangtze River Road,HemeijiaChanson Bakery Yangtze RiverRoad Same as above47 Xinshi District Hebei East Road George ChansonHemeijia Bakery Kangcheng Golf Same as above48 Tianshan District,Zhongqiao Second Alley,MeijiaSong Coffee and Food Shop SoulSongZhongqiaoSecond Alley Same as above49 G
172、aoxin District(Xinshi District)Kashi East RoadChanson Hemeijia Bakery Wuyue GardenCity Same as above50 Gaoxin District(Xinshi District)Kashi East RoadHemeijia Song Coffee and Food Shop SoulSongWuyue GardenCity Same as above51 Gaoxin District(Xinshi District)East Station RoadChanson Hemeijia Bakery D
173、ongzhan RoadFour SeasonsFlower City Same as above52 Urumqi Midong District Chanson Bakery Midong WuyuePlaza Same as above53 Gaoxin District(Xinshi District)Beijing North RoadChanson Meijia Bakery Jiafengyuan Same as above54 Shuimogou District Hongguangshan Rd.ChansonBakery Wuyue Square Part of UFG o
174、wned 100%by Ms.Hui Wang and operated underagreements among Ms.Hui Wang,this entity,and Xinjiang UnitedFamily 52025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm18
175、/81 55 Xinshi District Beijing South Rd.George ChansonBakery Xidan Same as above56 Xinjiang United Family Trading Co.,Ltd.TianshanDistrict Chanson Bakery Tianbai A branch office of Xinjiang UnitedFamily57 Xinjiang United Family Trading Co.,Ltd.ChansonBakery Urumqi Branch Wenhua A branch office of Xi
176、njiang UnitedFamily58 Xinjiang United Family Trading Co.,Ltd.UrumqiMeimei Chanson Bakery Meimei A branch office of Xinjiang UnitedFamily59 Xinjiang United Family Trading Co.,Ltd.CoffeeBakery Branch Meimei No.3 A branch office of Xinjiang UnitedFamily60 Xinjiang United Family Trading Co.,Ltd.RuitaiCh
177、anson Bakery Ruitai A store operated by XinjiangUnited Family,not a separate legalentity61 Chanson 23rd Street LLC Chanson 23rdStreet A wholly owned indirect subsidiaryof Xinjiang United Family62 Chanson 1293 3rd Ave LLC Chanson 3rd Ave Same as above.63 Chanson 2040 Broadway LLC ChansonBroadway Same
178、 as above.For ease of reference,unless it is necessary to the understanding of the context to differentiate,throughout this prospectus wewill refer to all the above entities collectively as our“stores”and,to the extent we refer to a specific entity listed in the tableabove,we refer to such entity by
179、 its commercial name.The United Family Group Each UFG Entity was established as an individually-owned business and,for accounting purposes,Xinjiang United Familycontrols the UFG Entities through the VIE Agreements,which enables us to consolidate the financial results of the UFG Entitiesin our consol
180、idated financial statements.The VIE Agreements are designed so that the operations of the VIEs are solely for thebenefit of Xinjiang United Family and ultimately,the Company,as a result of our direct ownership in Xinjiang United family.Assuch,under U.S.GAAP,the Company is deemed to have a controllin
181、g financial interest in,and be the primary beneficiary of,theVIEs for accounting purposes only and must consolidate the VIEs because it met the conditions under U.S.GAAP to consolidatethe VIEs.UFGs revenue accounted for 62%,54%,and 39%of our total revenue for the years ended December 31,2024,2023,an
182、d 2022,respectively.As of the date of this prospectus,UFG consists of 55 VIEs.Our Chairman,Mr.Gang Li,is the sole owner of 53UFG Entities,and Ms.Hui Wang,the Marketing Director of Xinjiang United Family,is the sole owner of two UFG Entities.For more information about VIEs and the VIE Agreements,see“
183、Item 3.Key Information The United Family Group”in the2024 Annual Report,which is incorporated in this prospectus by reference.62025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f
184、1a2_chanson.htm19/81 Risks Associated with being based in the PRC We are subject to certain legal and operational risks associated with having the majority of our operations in China,which couldcause the value of our securities to significantly decline or become worthless.PRC laws and regulations go
185、verning our currentbusiness operations are sometimes vague and uncertain,and as a result these risks may result in material changes in theoperations of the VIEs,significant depreciation or a complete loss of the value of our Class A Ordinary Shares,or a completehindrance of our ability to offer,or c
186、ontinue to offer,our securities to investors.Recently,the PRC government adopted a seriesof regulatory actions and issued statements to regulate business operations in China with little advance notice,includingcracking down on illegal activities in the securities market,adopting new measures to exte
187、nd the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As of the date of this prospectus,we,our PRC subsidiary,and the VIEshave not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority,nor has any ofthem received
188、any inquiry,notice,or sanction.As confirmed by our PRC counsel,Dacheng,we are not subject to cybersecurityreview with the CAC under the Cybersecurity Review Measures that became effective on February 15,2022,since we currentlydo not have over one million users personal information and do not anticip
189、ate that we will be collecting over one million userspersonal information in the foreseeable future,which we understand might otherwise subject us to the Cybersecurity ReviewMeasures.We have not been notified by relevant government departments or local authorities for data security assessment,andour
190、 data have not been publicly released as important data.Therefore,we do not need to declare our data for security assessmentas important data to exit the country,under the Provisions on Regulating and Facilitating Cross-Border Data Flow that werepromulgated by CAC and became effective on March 22,20
191、24.We are also not subject to national security review by therelevant authorities,since we currently do not conduct network data processing activities that may affect national security,whichwe understand might otherwise subject us to the Regulation on Network Data Security Management.See“Item 3.KeyI
192、nformationD.Risk FactorsRisks Relating to Doing Business in the PRCRecent greater oversight by the CAC over datasecurity,particularly for companies seeking to list on a foreign exchange,could adversely impact our business and ourofferings”in the 2024 Annual Report,which is incorporated in this prosp
193、ectus by reference.Since 2021,the Chinese government has strengthened its anti-monopoly supervision,mainly in three aspects:(i)establishing theNational Anti-Monopoly Bureau;(ii)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law of the PRC(amended on June 24,
194、2022 and effective on August 1,2022),the anti-monopoly guidelines forvarious industries,and the Detailed Rules for the Implementation of the Fair Competition Review System;and(iii)expandingthe anti-monopoly law enforcement targeting Internet companies and large enterprises.As of the date of this pro
195、spectus,theChinese governments recent statements and regulatory actions related to anti-monopoly concerns have not impacted our or thePRC operating entities ability to conduct business or our ability to accept foreign investments or issue our securities to foreigninvestors because neither we and our
196、 subsidiaries,nor our PRC subsidiary and the VIEs engage in monopolistic behaviors thatare subject to these statements or regulatory actions.On February 17,2023,the CSRC promulgated the Trial Measures and five supporting guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measure
197、s,we are required to complete the filing procedures within three working daysafter the completion of this offering.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in thePRCThe Opinions,the Trial Measures,and the revised Provisions recently issued by the PRC authorities may s
198、ubject us toadditional compliance requirements in the future”in the 2024 Annual Report,which is incorporated in this prospectus byreference.Other than the foregoing,as of the date of this prospectus,according to Dacheng,no relevant PRC laws or regulationsin effect require that we obtain permission f
199、rom any PRC authorities to issue securities to foreign investors,and we have notreceived any inquiry,notice,warning,sanction,or any regulatory objection to our offerings from the CSRC,the CAC,or anyother PRC authorities that have jurisdiction over our operations.Since these statements and regulatory
200、 actions are newlypublished,it is highly uncertain what the potential impact such modified or new laws and regulations will have on the dailybusiness operations of our subsidiaries and the VIEs,our ability to accept foreign investments,and our listing on a U.S.exchange.The SCNPC or PRC regulatory au
201、thorities may in the future promulgate additional laws,regulations,or implementingrules that require us,our subsidiaries,or the VIEs to obtain regulatory approval from Chinese authorities before listing in theU.S.If we do not receive or maintain such approval,or inadvertently conclude that such appr
202、oval is not required,or applicablelaws,regulations,or interpretations change such that we are required to obtain approval in the future,we may be subject to aninvestigation by competent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these riskscould result i
203、n a material adverse change in our operations and the value of our Class A Ordinary Shares,significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors,or cause such securities to significantly declinein value or become worthless.72025/6/10 09:37sec.gov/A
204、rchives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm20/81 In addition,our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under theHFCA Ac
205、t if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.Our auditor prior toSeptember 29,2022,Friedman,which combined with Marcum LLP effective September 1,2022,and our auditor for the periodbetween September 29,2022 and July 9,2023,Marcum Asia,had been inspect
206、ed by the PCAOB on a regular basis in the auditperiods,and,Assentsure,our new auditor since July 10,2023,as an auditor of companies that are traded publicly in the UnitedStates and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular in
207、spections to assess its compliance with the applicable professional standards.Assentsure is headquartered in Singapore,and will be inspected by the PCAOB on a regular basis.None of the three auditors is subject to the determinations announced bythe PCAOB on December 16,2021.If trading in our Class A
208、 Ordinary Shares is prohibited under the HFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determineto delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited.On June 22,
209、2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,the“ConsolidatedAppropriations Act”was signed into law by President Biden,which contained,among other things,an identical provision to theAccelerating Holding Foreign Companies Accountable A
210、ct and amended the HFCA Act by requiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,thus reducing the time period for triggering the prohibition on trading.On August 26,
211、2022,the CSRC,the MOF,and the PCAOB signed the Protocol governing inspections and investigations of audit firms based inmainland China and Hong Kong,taking the first step toward opening access for the PCAOB to inspect and investigate registeredpublic accounting firms headquartered in mainland China
212、and Hong Kong.Pursuant to the fact sheet with respect to the Protocoldisclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB determined
213、that thePCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered inmainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOB
214、s access in the future,the PCAOB will consider the need to issue anew determination.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCJointstatement by the SEC and the Public Company Accounting Oversight Board(United States)(the“PCAOB”),rule changes byNasdaq,and the
215、Holding Foreign Companies Accountable Act(the“HFCA Act”)all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add unc
216、ertainties to our offerings”in the 2024 AnnualReport,which is incorporated in this prospectus by reference.Permission Required from PRC Authorities The General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointly issued the“Opinions on Se
217、verely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions,”which were made available to the public on July 6,2021.The Opinions emphasized the need to strengthen the administrationover illegal securities activities and the need to strengthen the supervision over overseas
218、 listings by Chinese companies.Effective measures,such as promoting the construction of relevant regulatory systems,will be taken to deal with the risks andincidents of China-concept overseas listed companies,cybersecurity,data privacy protection requirements,and similar matters.The Opinions and any
219、 related implementing rules to be enacted may subject us to compliance requirements in the future.On February 17,2023,the CSRC promulgated the Trial Measures and five supporting guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or
220、list securities overseas,both directlyand indirectly,shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within threeworking days following its submission of initial public offerings or listing application.Further,a filing-based regulatory systemapplies
221、to“indirect overseas offerings and listings”of companies in mainland China,which refers to subsequent securitiesofferings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity,assets,earnings or other similar rights of a company in mainland C
222、hina that operates its main business in mainland China.TheTrial Measures state that any post-listing follow-on offering by an issuer in a same overseas market,including issuance of shares,convertible notes where it has previously offered and other similar listed securities,shall be subject to filing
223、 requirement withthe CSRC within three business days after the completion of the offering.If a domestic company fails to complete requiredfiling procedures or conceals any material fact or falsifies any major content in its filing documents,such domestic companymay be subject to administrative penal
224、ties,such as an order to rectify,warnings,fines,and its controlling shareholders,actualcontrollers,the person directly in charge and other directly liable persons may also be subject to administrative penalties,such aswarnings and fines.See“Item 4.Information on the CompanyB.Business OverviewRegulat
225、ionsRegulations on Mergers&Acquisitions and Overseas Listings”in the 2024 Annual Report,which is incorporated in this prospectus by reference.According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing byDomestic Companies from the CSRC,o
226、r“the CSRC Notice,”the domestic companies that have already been listed overseasbefore the effective date of the Trial Measures(namely,March 31,2023)shall be deemed as existing issuers(the“ExistingIssuers”).Existing Issuers are not required to complete the filing procedures immediately,and they shal
227、l be required to file with2025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm21/81the CSRC for any subsequent offerings.Further,according to the CSRC Notice,domest
228、ic companies that have obtainedapproval from overseas regulatory authorities or securities exchanges(for example,the effectiveness of a registration statementfor offering and listing in the U.S.has been obtained)for their indirect overseas offering and listing prior to March 31,2023 buthave not yet
229、completed their indirect overseas issuance and listing,are granted a six-month transition period from March 31,2023 to September 30,2023.Those that complete their indirect overseas offering and listing within such six-month period aredeemed as Existing Issuers and are not required to file with the C
230、SRC for their indirect overseas offerings and listings.Withinsuch six-month transition period,however,if such domestic companies fail to complete their indirect overseas issuance andlisting,they shall complete the filing procedures with the CSRC.82025/6/10 09:37sec.gov/Archives/edgar/data/1825349/00
231、0121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm22/81 Based on the foregoing,as our registration statement on Form F-1 for our initial public offering(“IPO”)was declared effectiveon March 29,2023 and we completed
232、our IPO prior to September 30,2023,we are not required to complete the filingprocedures in relation to our IPO pursuant to the Trial Measures.We have made the filing with the CSRC on September 19,2024in relation to the September 2024 Offering since we are required to complete the filing procedures i
233、n relation to the offeringwithin three working days after the completion of the offering pursuant to the Trial Measures.We are required to complete thefiling procedures in relation to this offering within three working days after the completion of this offering pursuant to the TrialMeasures.On Febru
234、ary 24,2023,the CSRC,together with the MOF,National Administration of State Secrets Protection and NationalArchives Administration of China,revised the Provisions on Strengthening Confidentiality and Archives Administration forOverseas Securities Offering and Listing,which were issued by the CSRC an
235、d National Administration of State SecretsProtection and National Archives Administration of China in 2009,or the“Provisions.”The revised Provisions were issuedunder the title the“Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering andListing by Do
236、mestic Companies,”and came into effect on March 31,2023 together with the Trial Measures.One of the majorrevisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing,as is consistentwith the Trial Measures.The revised Provisions require that,amon
237、g other things,(a)a domestic company that plans to,eitherdirectly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals or entities,includingsecurities companies,securities service providers,and overseas regulators,any documents and materials that cont
238、ain statesecrets or working secrets of government agencies,shall first obtain approval from competent authorities according to law,andfile with the secrecy administrative department at the same level;and(b)a domestic company that plans to,either directly orindirectly through its overseas listed enti
239、ty,publicly disclose or provide to relevant individuals and entities,including securitiescompanies,securities service providers,and overseas regulators,any other documents and materials that,if leaked,will bedetrimental to national security or public interest,shall strictly fulfill relevant procedur
240、es stipulated by applicable nationalregulations.Any failure or perceived failure by our Company,our subsidiaries,or the VIEs to comply with the aboveconfidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations mayresult in the relevant enti
241、ties being held legally liable by competent authorities,and referred to the judicial organ to beinvestigated for criminal liability if suspected of committing a crime.As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance,we cannot assureyou that
242、 we will be able to comply with new regulatory requirements relating to our future overseas capital-raising activities andwe may become subject to more stringent requirements with respect to matters such as cross-border investigation,data privacy,and enforcement of legal claims.See“Item 3.Key Inform
243、ationD.Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions,the Trial Measures,and the revised Provisions recently issued by the PRC authorities may subject us toadditional compliance requirements in the future”in the 2024 Annual Report,which is incorporated in this prospectus byrefer
244、ence.Other than the foregoing,as of the date of this prospectus,we are not aware of any PRC laws or regulations in effect requiringthat we obtain permission or approval from any PRC authorities for our subsidiaries or the VIEs operations and to issuesecurities to foreign investors,and we have not re
245、ceived any inquiry,notice,warning,sanction,or any regulatory objection toour offerings from the CSRC,the CAC,or any other PRC authorities that have jurisdiction over our operations.Business Overview The PRC Stores and the U.S.Stores manufacture and sell a wide selection of bakery products,seasonal p
246、roducts(i.e.productssold during particular holiday seasons),and beverage products;some of these stores also offer eat-in services.The PRC Storesand the U.S.Stores currently focus their business in Xinjiang of the PRC and New York City,respectively.The PRC Stores andthe U.S.Stores aim to make healthy
247、,nutritious,and ready-to-eat food through advanced facilities and industry research and tocreate a comfortable,yet distinguishable store environment in which customers can enjoy their products.The PRC Stores are a bakery chain consisting of 60 stores operated by Xinjiang United Family and the VIEs,u
248、nder the“GeorgeChanson”brand in Xinjiang,and the U.S.Stores,which consist of three stores in the U.S.,sell their products in NewYork City.Selling through directly-operated stores,instead of franchise stores,allows the operating entities to run their entireoperation more efficiently and to exercise g
249、reater control over the quality of products and the presentation of their brand,and tobetter manage customer experience in the stores.The current customer base of the PRC Stores and the U.S.Stores consists ofboth individual and corporate customers.To expand their customer base,the PRC Stores and the
250、 U.S.Stores have developed avariety of marketing and sale strategies,such as increasing their presence on social media platforms,devising pricing anddiscounting programs,and improving customer in-store experience.92025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_c
251、hanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm23/81 The PRC Stores manufacture the majority of bakery products in their central factory located in Urumqi,Xinjiang,preparebeverage products within the stores,and contract third-party manufacturers
252、 to produce seasonal products.The U.S.Stores bakebakery products,prepare breakfast,lunch and all-day brunch,bar food,and other light meals for eat in,and make beverageproducts all within the kitchen in the store.To ensure the quality and safety of their products,the PRC Stores and the U.S.Storesproc
253、ure raw materials,including flour,eggs,and milk,from renowned suppliers with a record of consistently supplying high-quality raw materials over decades in the food industry.In addition,the PRC Stores and the U.S.Stores have implemented arigorous quality control system covering their entire operation
254、 process and mandated internal training to improve theiremployees awareness and knowledge of food safety.For the years ended December 31,2024,2023,and 2022,we had total revenue of$18,227,537,$17,252,662,and$13,272,075,respectively,and net income of$756,285,net income of$33,588,and net loss of$1,288,
255、205,respectively.The PRC Storesaccounted for 88.5%,82.9%,and 71.6%of our total revenue for those fiscal years,respectively,and the U.S.Stores accountedfor 11.5%,17.1%,and 28.4%,respectively.The PRC Stores primarily generate revenue through sale of bakery products,seasonal products,and beverage produ
256、cts.For theyears ended December 31,2024,2023,and 2022,revenue derived from sale of bakery products accounted for 91.6%,87.6%,and 91.7%,of the PRC Stores revenue,respectively,revenue derived from sale of seasonal products accounted for 6.1%,9.1%,and 7.3%,respectively,and revenue derived from sale of
257、beverage products accounted for 2.3%,3.3%,and 1.0%,respectively.The U.S.Stores primarily generate revenue through offering eat-in services and sale of bakery products and beverage products.For the years ended December 31,2024,2023,and 2022,revenue derived from offering eat-in services accounted for
258、14.5%,27.0%,and 29.6%of the U.S.Stores revenue,respectively,revenue derived from sale of bakery products accounted for 24.3%,15.1%,and 16.2%,respectively,and revenue derived from sale of beverage products accounted for 61.2%,57.9%,and 54.2%,respectively.Competitive Strengths We believe that the foll
259、owing competitive strengths have contributed to our success and differentiated us from our competitors:trendy brand reflecting healthy food concepts;strict quality control;advanced industry research and constant product innovation;advantageous information management system;well-developed distributio
260、n network in Xinjiang;and experienced management and professional teams.102025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm24/81 Growth Strategies We intend to d
261、evelop our business and strengthen brand loyalty by pursuing the following strategies:expand into new markets by opening new stores;enhance in-store customer experience and customer services;keep implementing healthy and nutritious diet principles in product development;and increase brand awareness.
262、Inflation and Supply Chain Impacts As of the date of this prospectus,the PRC Stores have not been materially impacted by inflation or supply chain disruptions astheir raw material,electricity,and fuel prices and labor costs remain stable and the PRC Stores have been regularly introducingnew products
263、 and adjusting the prices for their existing products.Rising inflation,geopolitical conflicts,including the recent war in Ukraine,and the related supply chain disruptions have had adirect or indirect impact on the business and operations of the U.S.Stores.The annual inflation rate in the U.S.was 2.9
264、%in 2024,according to the Council of Economic Advisers.Increases in theinflation rate of prices of commodities that are inputs to the products and services of the U.S.Stores,such as agricultural andenergy commodities,have led to higher raw material,fuel,freight,warehousing,and labor costs and operat
265、ing expenses.If thedisposable income of the customers of the U.S.Stores does not increase at a similar rate as inflation does,the U.S.Stores salescould suffer,which could materially and adversely affect their business and financial condition and cause the U.S.Stores tohave additional working capital
266、 needs.However,the U.S.Stores cannot predict whether or how long the higher inflation rateswill persist.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our BusinessThe operating entities inabilityto source raw materials or other inputs of an acceptable type or quality could adversely affec
267、t their results of operations”in the2024 Annual Report,which is incorporated in this prospectus by reference.In addition,although the U.S.Stores do not have any operations outside of the U.S.nor any business relationships,connectionsto,or assets in,Russia,Belarus,or Ukraine,their business,financial
268、condition,and results of operations have been,and couldcontinue to be,indirectly and adversely affected by the ongoing military conflict between Russia and Ukraine.Such impactarises from:(i)volatility in the global supply of wheat,corn,barley,sunflower oil,and other agricultural commodities;(ii)high
269、er food prices due to supply constraints and the general inflationary impact of the war;(iii)increases in energy pricesglobally,in particular for electricity and fossil fuels,such as crude oil and natural gas,and related transportation,freight,andwarehousing costs;and(iv)disruptions to logistics and
270、 supply chains.See“Item 3.Key InformationD.Risk FactorsRisksRelating to Our BusinessThe PRC Stores and the U.S.Stores are currently operating in a period of economic uncertainty andcapital markets disruption,which has been significantly impacted by geopolitical instability due to the ongoing militar
271、y conflictbetween Russia and Ukraine.Their business,financial condition,and results of operations may be materially and adverselyaffected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any othergeopolitical tensions”in the 2024 Annual Repor
272、t,which is incorporated in this prospectus by reference.The impact of supply chains of the U.S.Stores from rising inflation and geopolitical tensions primarily consists of(i)higherpurchase prices and fuel,freight,and warehousing costs for raw materials and other products,(ii)delays in the manufactur
273、ing,processing,and transportation of raw materials and other products;and(iii)logistics and operational disruptions.Futureinterruptions or friction in the supply chains of the U.S.Stores,as well as anticipation of interruptions or friction,may causethem to be unable to meet customer demand,retain ex
274、tra inventory,and make operational plans with less precision.Each ofthese impacts,if the U.S.Stores are affected more than their competitors,could materially and adversely affect their business,adversely impact their prices and/or margins,and cause them to have additional working capital needs.11202
275、5/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm25/81 In 2022,to mitigate the increases in costs and expenses described above,the U.S.Stores implemented more strin
276、gent andaccurate inventory management and upgraded their menus to introduce new products,such as the cocktail products,with higherprices and increase the prices of existing products.However,if the costs and expenses described above continue to increase,there can be assurance that the U.S.Stores can
277、continue to increase prices to maintain their margins.Lower margins couldadversely impact the profitability of the businesses of the U.S.Stores.If the amounts the U.S.Stores charge their customersincrease at a rate that is either unaffordable to their customers or insufficient to compensate for the
278、rise in their material costsand operational expenses,their business may be materially and adversely affected,their product margin may deteriorate,andthey may have additional working capital needs.We do not believe that such mitigation efforts have introduced any other newmaterial risks,including,but
279、 not limited to,those related to product quality or reliability or regulatory approval.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our BusinessThe inability of the PRC Stores and the U.S.Stores to passon price increases for materials or other inputs to their customers could adversely a
280、ffect our results of operations”in the 2024Annual Report,which is incorporated in this prospectus by reference.In order to mitigate the potential adverse impact of priceincreases on their financial condition and results of operations,the U.S.Stores plan to continue to improve their operatingefficien
281、cy and further strengthen their bargaining power with their suppliers through the continued expansion of their storenetwork.Dividends or Distributions Made to our Company and U.S.Investors and Tax Consequences As of the date of this prospectus,none of our subsidiaries or VIEs have made any dividends
282、 or distributions to our Companyand our Company has not made any dividends or distributions to our shareholders.We intend to keep any future earnings tofinance the expansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.Subject to the passive
283、 foreign investment company(“PFIC”)rules,the gross amount of distributions we make to investors withrespect to our Class A Ordinary Shares(including the amount of any taxes withheld therefrom)will be taxable as a dividend,tothe extent that the distribution is paid out of our current or accumulated e
284、arnings and profits,as determined under U.S.federalincome tax principles.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profit or share premiumamount,provided that in no circumstances may a dividend be paid if this would result in the company being u
285、nable to pay itsdebts due in the ordinary course of business.If we determine to pay dividends on any of our Class A Ordinary Shares or Class B Ordinary Shares in the future,as a holdingcompany,we will depend on receipt of funds from our PRC subsidiary and from the VIEs to our PRC subsidiary in accor
286、dancewith the VIE Agreements.Pursuant to the PRC Enterprise Income Tax Law(the“EIT Law”)and its implementation rules,anydividends paid by Xinjiang United Family to Jenyd will be subject to a withholding tax rate of 10%.However,if Jenyd isdetermined by the relevant PRC tax authority to have satisfied
287、 the relevant conditions and requirements under the Arrangementbetween the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and TaxEvasion on Income(“Double Tax Avoidance Arrangement”)and other applicable laws,the 10%withholding tax on thedividends
288、Jenyd receives from Xinjiang United Family may be reduced to 5%.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in the PRCThere are significant uncertainties under the EIT Law relating to thewithholding tax liabilities of our PRC subsidiary,and dividends payable by our PRC s
289、ubsidiary to our offshore subsidiariesmay not qualify to enjoy certain treaty benefits”in the 2024 Annual Report,which is incorporated in this prospectus byreference.122025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/da
290、ta/1825349/000121390025052298/ea0245092-f1a2_chanson.htm26/81 Current PRC regulations permit our indirect PRC subsidiary to pay dividends to Jenyd only out of its accumulated profits,ifany,determined in accordance with Chinese accounting standards and regulations.In addition,our PRC subsidiary is re
291、quiredto set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of itsregistered capital.Each of such entity in the PRC is also required to further set aside a portion of its after-tax profits to fund theemployee welfare fund,althoug
292、h the amount to be set aside,if any,is determined at the discretion of its board of directors.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminate future losses inexcess of retained earnings of the respective companies,the reserve funds are no
293、t distributable as cash dividends except in theevent of liquidation.Furthermore,if our subsidiaries and affiliates in the PRC incur debt on their own in the future,theinstruments governing the debt may restrict their ability to pay dividends or make other payments.If we or our subsidiaries areunable
294、 to receive all of the revenue from our operations,we may be unable to pay dividends on our Class A Ordinary Shares orClass B Ordinary Shares.Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interestpayments,and trade and service-relate
295、d foreign exchange transactions,can be made in foreign currencies,without priorapproval of State Administration of Foreign Exchange(“SAFE”),by complying with certain procedural requirements.Specifically,without prior approval of SAFE,cash generated from the operations in PRC may be used to pay divid
296、ends to ourCompany.As of the date of this prospectus,our PRC subsidiary,Xinjiang United Family,has conducted the foreign exchangeregistration related to our Company under the existing PRC foreign exchange regulations,which enables our PRC subsidiary tolegally distribute their earnings to our Company
297、.Our Companys ability to settle amounts owed under the VIE Agreements relies upon payments made from the VIEs toXinjiang United Family in accordance with the VIE Agreements.For services rendered to the UFG Entity by Xinjiang UnitedFamily under the Exclusive Service Agreement,Xinjiang United Family i
298、s entitled to collect a service fee equal to the net profitafter tax of the UFG Entity.Pursuant to the Call Option Agreement,Xinjiang United Family may at any time and under anycircumstances,require the UFG Operator to transfer,at its discretion,to the extent permitted under PRC law,all or part of t
299、heUFG Operators assets in the UFG Entity to Xinjiang United Family(or its designee).For restrictions and limitations on ourability to settle amounts owed under the VIE Agreements,please see“Item 3.Key InformationD.Risk FactorsRisksRelating to Our Corporate StructureThe VIE Agreements with the UFG En
300、tities and the UFG Operators may not be effectivein providing control over the UFG Entities”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our CorporateStructureIf the PRC government determines that the VIE Agreements do not comply with PRC regulations,or if theseregulations change or are
301、 interpreted differently in the future,we may be unable to assert our contractual rights over the assetsof the VIEs,and our Class A Ordinary Shares may decline in value or become worthless”in the 2024 Annual Report,which isincorporated in this prospectus by reference.Implications of Our Being an“Eme
302、rging Growth Company”As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may takeadvantage of reduced reporting requirements
303、 that are otherwise applicable to larger public companies.In particular,as anemerging growth company,we:are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives andelements and analyzing how those elements fit with our principles and objectives,wh
304、ich is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internalcontrol over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;132025/6/10 09:37sec.gov/Archives/edgar
305、/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm27/81 are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or goldenparachute arrangements(commonly
306、 referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph andCEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revise
307、d financial accounting standards under107 of the JOBS Act;and are not required to conduct an evaluation of our internal control over financial reporting until our second annual reporton Form 20-F following the effectiveness of our IPO.We intend to take advantage of all of these reduced reporting req
308、uirements and exemptions,other than the longer phase-inperiods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until weno longer meet the definiti
309、on of an emerging growth company.The JOBS Act provides that we would cease to be an“emerginggrowth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to aregistration statement declared effective under the Securities Act of 1933,as amen
310、ded(the“Securities Act”),occurred,if wehave more than$1.235 billion in annual revenue,have more than$700 million in market value of our Class A Ordinary Sharesheld by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Foreign Private Issu
311、er Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to U.S.domestic public companies.For example:we are not required to provide as many Exchange Act
312、reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorousthan the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues
313、,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in
314、respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of theirshare ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading
315、transaction.142025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm28/81 Controlled Company Following the completion of this offering,assuming a full offering of 25,
316、000,000 Class A Ordinary Shares(or Pre-FundedWarrants in lieu thereof)but not taking into account the Class A Ordinary Shares that are issuable upon the Series A Warrants orthe Series B Warrants,our chairman of the board of directors and chief executive officer,Mr.Gang Li,will hold approximately86.7
317、%of the aggregate voting power of our issued and outstanding ordinary shares and will be able to determine all mattersrequiring approval by our shareholders.As such,we will continue to be deemed a“controlled company”under Nasdaq ListingRules 5615(c).As a controlled company,we are permitted to elect
318、to rely on certain exemptions from the obligations to complywith certain corporate governance requirements,including:the requirement that our director nominees be selected or recommended solely by independent directors;and the requirement that we have a nominating and corporate governance committee
319、and a compensation committee thatare composed entirely of independent directors with a written charter addressing the purposes and responsibilities ofthe committees.Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemeda controlled
320、 company,we could elect to rely on these exemptions in the future,and if so,you would not have the sameprotection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Class A Ord
321、inary Shares and the Trading MarketSince we are a controlled company within the meaning of the Nasdaq listing rules,we may follow certain exemptions fromcertain corporate governance requirements that could adversely affect our public shareholders”in the 2024 Annual Report,which is incorporated in th
322、is prospectus by reference.Summary of Risk Factors Investing in our securities involves significant risks.You should carefully consider all of the information in this prospectusbefore making an investment in our shares.Below please find a summary of the principal risks we face,organized underrelevan
323、t headings.These risks are discussed more fully in the section titled“Risk Factors”and in“Item 3.Key InformationD.Risk Factors”in the 2024 Annual Report,which is incorporated in this prospectus by reference.152025/6/10 09:37sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanso
324、n.htmhttps:/www.sec.gov/Archives/edgar/data/1825349/000121390025052298/ea0245092-f1a2_chanson.htm29/81 THE OFFERING Units offered by us Up to 25,000,000 units,based on the public offering price of per unit,with each unitconsisting of one Class A Ordinary Share,or,in lieu thereof,one Pre-Funded Warra
325、nt;oneSeries A Warrant;and one Series B Warrant.Shares offered by us Up to 25,000,000 Class A Ordinary Shares included in the Units,up to 25,000,000 Pre-FundedWarrants,up to 50,000,000 Class A Ordinary Shares underlying the Pre-Funded Warrants andthe Series A Warrants,and up to 75,000,000 Class A Or
326、dinary Shares issuable upon exercise ofthe Series B Warrants at a zero exercise price.Warrants offered by us Up to 25,000,000 Series A Warrants and up to 25,000,000 Series B Warrants.The Series A Warrants and the Series B Warrants will become exercisable beginning on theInitial Exercise Date at an e
327、xercise price of$0.525.A holder of the Series B Warrants may alsoeffect the zero exercise price option at any time while the Series B Warrants are outstanding.Under the zero exercise price option,the holder of the Series B Warrants,has the right toreceive the number of Class A Ordinary Shares as set
328、 forth in the applicable Series B Warrant,which will be more than such number of Class A Ordinary Shares that is issuable upon cashexercise or cashless exercise.The Series A Warrants and the Series B Warrants will expire onthe two and one-half year anniversary of the Initial Exercise Date.See“Descri
329、ption ofSecurities Series A Warrants”and“Description of Securities Series B Warrants”We are also registering the issuance of up to 100,000,000 Class A Ordinary Shares underlyingthe Series A Warrants and the Series B Warrants.Pre-Funded Warrantsoffered by us Up to 25,000,000 Pre-Funded Warrants.We ar
330、e also offering the opportunity to purchase,if the purchaser so chooses and in lieu ofClass A Ordinary Shares,up to 25,000,000 Pre-Funded Warrants to purchasers whose purchaseof shares in this offering would otherwise result in the purchaser,together with its affiliates andcertain related parties,be
331、neficially owning more than 4.99%(or,at the election of thepurchaser,9.99%)of our outstanding ordinary shares immediately following the consummationof this offering.Each Pre-Funded Warrant is exercisable for one Class A Ordinary Share.Thepurchase price of each Pre-Funded Warrant is equal to the pric
332、e per Class A Ordinary Sharebeing sold to the public in this offering,minus$0.0001,and the exercise price of each Pre-Funded Warrant is$0.0001 per share.The Pre-Funded Warrants will be immediately exercisableand may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
333、Foreach Pre-Funded Warrant we sell,the number of Class A Ordinary Shares we are offering willbe decreased on a one-for-one basis.We are also registering the issuance of up to 25,000,000 Class A Ordinary Shares underlying thePre-Funded Warrants.Class A Ordinary Sharesoutstanding prior to theoffering 21,629,707 Class A Ordinary Shares Class A Ordinary Shares tobe outstanding after theoffering 46,629
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