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1、S-1 1 hsfz20250703a.htm FORM S-1As filed with the Securities and Exchange Commission on July 03,2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Thrive Fulfill Group Inc(Exact name of registrant as specif

2、ied in its charter)California 3080 38-4337031(State or other jurisdiction ofincorporation or organization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification No.)No.106,Huashan Road,Suyu High-tech Zone,Suqian City,Jiangsu Province,China.Telephone:008613912791799(Addres

3、s,including zip code,and telephone number,including area code,of registrantsprincipal executive offices)_ Zhang ZusenNo.106,Huashan Road,Suyu High-tech Zone,Suqian City,Jiangsu Province,China.Telephone:008613912791799;GlobalThrive.FulfillGmail.Com(Name,Address,including zip code,and Telephone Number

4、 of Agent for Service)_ Approximate date of commencement of proposed sale to the public:As soon aspracticable after this Registration Statement is declared effective.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule 415 under th

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

6、ent for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effec

7、tive amendment filed pursuant to Rule 462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an acceler

8、ated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerat

9、ed filerSmaller reporting company2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm1/37 Emerging growth company If an emerging growth company,indicate by check mark if the registran

10、t has elected not to usethe extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The information in this prospectus is not complete and may be changed.We may not sell thesesecurities until the Regi

11、stration Statement filed with the Securities and Exchange Commissionis effective.This prospectus is not an offer to sell these securities and is not soliciting an offerto buy these securities in any jurisdiction where an offer or sale is not permitted.There is nominimum purchase requirement for the

12、offering to proceed.The registrant hereby amends this registration statement on such date or dates as may benecessary to delay its effective date until the registrant shall file a further amendmentwhich specifically states that this registration statement shall thereafter become effective inaccordan

13、ce with section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission acting pursuant to said section 8(a),may determine.12025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Arch

14、ives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm2/37 In this Prospectus,unless the context otherwise requires,“Global Thrive”“the Issuer,”the“Company,”“we,”“us,”and“our,”refer to Global Thrive Fulfill Group Inc.Unlessotherwise indicated,the term“fiscal year”refers to our fiscal year endi

15、ng December 31,2024,and the term“common stock”refers to shares of the Companys common stock.PRELIMINARY PROSPECTUS Ordinary Shares We are a corporation incorporated under the laws of California.We are offering4,000,000 ordinary shares of the Company pursuant to this Offering.This is the initialpubli

16、c offering of ordinary shares of Global Thrive Fulfill Group Inc.The offering priceper share of our ordinary shares in this offering is to be fixed at$5.00 per share.Prior tothis offering,there has been no public market for our ordinary shares.We have applied to list our common stocks on the Nasdaq

17、Capital Market under thesymbol“HSFZ”.This application only relates to reservation of the ticker symbol“HSFZ”.for a period of twenty-four months.We will be listed on the Capital Market tier of NASDAQ under ticker symbol“HSFZ”.We cannot guarantee that we will be successful in listing our ordinary shar

18、es on theNasdaq.However,we will not complete this offering unless we are so listed.We will notconsummate this offering until we receive approval for listing from the Nasdaq.Investing in our ordinary shares involves a high degree of risk.Before buying anyshares,you should carefully read the discussio

19、n of material risks of investing in ourordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced public company reporting requirements.See“Prospectus Summary-Implications of Being an Emerging Growth Company”

20、foradditional information.Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy ofthis prospectus.Any representation to the contrary is a criminal offense.We will receive the proceeds from t

21、he sale of these shares and the funds will be used for thepurposes set forth herein.Global Thrive Fulfill Group Inc was incorporated in the State ofCalifornia on September 19,2024,and has only one(1)wholly-owned subsidiary named“Global Thrive Holdings Limited”,which is a Cayman Islands company.As of

22、 the date of this Prospectus:(i)our Companys authorized share capital is1,000,000,000.00 shares,$0.0001 par value,all shares are common shares;(ii)ourCompanys issued and outstanding shares are 200,000,000 shares of common stock,$0.0001par value,all shares are held by the Companys sole shareholder-“G

23、lobal Thrive FulfillGroup Limited”(which is a Cayman Islands company).As of the date of this RegistrationStatement,Global Thrive Fulfill Group Limited is controlling 100%of the voting power ofthe Company.As such,Global Thrive Fulfill Group Limited has the ability to control mattersrequiring sharehol

24、der approval,including the election of directors,amendment oforganizational documents,and approval of major corporate transactions such as a change incontrol,merger,consolidation,or sale of assets.Based on our expertise in plastic elastomers and with the mission of realizing“bettersatisfaction of re

25、levant needs”,our main business to build a combined industrial platform thatintegrates industrial manufacturing,industrial research and development,industrial design,green technology,innovation,research and application,and supply chain services,to providebetter materials for automotive,medical,elect

26、ronics,pet,lifestyle,and specialty applications,as well as build a more convenient business model for more industry entrepreneurs and torealize independent material updates with the combination of technological innovations.Wewill build an innovation platform for new materials as well as a one-stop s

27、ervice platform forR&D,production,and application areas.The shares being offered by the Company pursuant to this Registration Statement will be soldat a fixed price of$5.00 per share for the duration of the offering.The Company estimates thecosts of this offering at about underwriting fee.All expens

28、es incurred in this offering are2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm3/37being paid for by the Company.The Company may use proceeds from this offering to pay forofferin

29、g expenses.The proceeds from the sale of the securities sold on behalf of the Company will be placeddirectly into the Companys account.No escrow account will be established.Any investorwho purchases shares will have no assurance that any monies,besides their own,will beinvested for the shares subscr

30、ibed to the prospectus.All proceeds from the sale of thesecurities are non-refundable,except as may be required by applicable laws.THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OFRISK.YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THECOMPLETE LOSS OF YOUR INVESTMENT.PLEASE REFER TO R

31、ISKFACTORS.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESESECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THEPROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE.You should base your decision solely on the inf

32、ormation presented in this Prospectus and theinformation we have referred you to.We have not authorized any person to provide you withany information regarding this Offering,the Company,or the shares of our Common Stockoffered hereby that is different from the information included in this Prospectus

33、.If anyoneprovides you with different information,you should not rely on it.The table of contents below is designed to help you locate key information within thisprospectus.We encourage you to read the entire prospectus before making an investmentdecision.22025/7/4 08:44sec.gov/Archives/edgar/data/2

34、075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm4/37 TABLE OF CONTENTSPART I.PROSPECTUS PAGEPROSPECTUS SUMMARY RISK FACTORS FORWARD-LOOKING STATEMENTS MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS O

35、F OPERATIONS INDUSTRY OVERVIEW FORWARD-LOOKING STATEMENTS DESCRIPTION OF BUSINESS USE OF PROCEEDS DETERMINATION OF OFFERING PRICE DILUTION PLAN OF DISTRIBUTION DESCRIPTION OF SECURITIES INTERESTS OF NAMED EXPERTS AND COUNSEL REPORTS TO SECURITIES HOLDERS DESCRIPTION OF FACILITIES LEGAL PROCEEDINGS P

36、ATENTS AND TRADEMARKS DIRECTORS AND EXECUTIVE OFFICERS EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PRINCIPAL ACCOUNTING FEES AND SERVICES MATERIAL CHANGES FINANCIAL STATEMENTS PART II.INFORMATION NOT REQUIRED IN

37、PROSPECTUSOTHER EXPENSES OF ISSUANCE AND DISTRIBUTION INDEMNIFICATION OF OFFICERS AND DIRECTORS RECENT SALES OF UNREGISTERED SECURITIES EXHIBITS TO THE REGISTRATION STATEMENT UNDERTAKINGS SIGNATURES You should rely only on the information contained in this prospectus or contained in any freewriting

38、prospectus filed with the Securities and Exchange Commission.We have notauthorized anyone to provide you with additional information or information different fromthat contained in this prospectus filed with the Securities and Exchange Commission.We takeno responsibility for and can provide no assura

39、nce as to the reliability of,any otherinformation that others may give you.We are offering to sell,and seeking offers to buy,ourcommon stock only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is accurate only as of the date of this prospectus,regar

40、dless of thetime of delivery of this prospectus or any sale of shares of our common stock.Our business,financial condition,results of operations and prospects may have changed since that date.Through the date of this prospectus,all dealers that effect transactions in these securities,whether or not

41、participating in this offering,may be required to deliver a prospectus.This isin addition to the dealers obligation to deliver a prospectus when acting as underwriters andwith respect to their unsold allotments or subscriptions.32025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hs

42、fz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm5/37 PROSPECTUS SUMMARY This Prospectus,and any supplement to this Prospectus may include“forward-lookingstatements”.To the extent that the information presented in this Prospectus discusses financialpr

43、ojections,information or expectations about our business plans,results of operations,products or markets,or otherwise makes statements about future events,such statements areforward-looking.Such forward-looking statements can be identified by the use of words suchas“intends”,“anticipates”,“believes”

44、,“estimates”,“projects”,“forecasts”,“expects”,“plans”and“proposes”.Although we believe that the expectations reflected in these forward-lookingstatements are based on reasonable assumptions,there are a number of risks and uncertaintiesthat could cause actual results to differ materially from such fo

45、rward-looking statements.These include,among others,the cautionary statements in the“Risk Factors”section and the“Managements Discussion and Analysis”section contained in this Prospectus.This summary highlights selected information discussed in this prospectus.The summary isnot complete and does not

46、 contain all of the information you should consider before investingin our common stock.Therefore,you should read this entire prospectus carefully,includingthe sections titled“Risk Factors”and the financial statements,before making a decision topurchase shares of our common stock.Corporate History G

47、lobal Thrive Fulfill Group Inc(“we”,“us”,“our”,or the“Company”),was incorporatedon September 19,2024,in the State of California.As of the date of this Prospectus,Global Thrive Fulfill Group Limited(which is a CaymanIslands company),owns 200,000,000 ordinary shares,or 100%shareholding,in the Company.

48、Our Corporate Structure The following Group Structure Chart illustrates our corporate structure,including the names,places of incorporation and the proportion of ownership interests in our significantsubsidiaries as of the date of this prospectus.Group Structure ChartCompany NameShareholding Structu

49、reHai Shuo Plasticization Technology GroupLimited(A Hong Kong Company)Hai Shuo Plasticization Technology GroupLimited is the 100%shareholder ofGlobal Thrive Fulfill Group Limited.Global Thrive Fulfill Group Limited(A Cayman Company)Global Thrive Fulfill Group Limited is the100%shareholder of Global

50、Thrive FulfillGroup Inc.Global Thrive Fulfill Group Inc(A U.S.Company)California(the“Company”)The Company is the 100%shareholder ofGlobal Thrive Fulfill Holdings Limited.Global Thrive Fulfill Holdings Limited(A Cayman Company)-Nature of Business Global Thrive is a corporation duly established and va

51、lidly existing under the laws ofCalifornia.With the mission of“innovation service for better life”,the Company builds a complete“material-based”innovation service ecology based on basic material science,demand andapplication science,supply chain service and capital service.The Company builds a three

52、-in-one industrial empowerment system based on“innovation,application and realization ofbetter life”.As a full-stack solution provider in the field of new materials,the platform deeplyintegrates intelligent material research and development,digital manufacturing system andintelligent supply chain ne

53、twork,and serves the automotive industry,medical equipment,lifeapplication and other fields by virtue of the service supply chain with the support of digitaleconomy,green economy,material science and other elements,combining each link toincubate and develop their respective nodes of the industrial s

54、ystem,and integratingdigitalization+big data+AI to optimize the industrial chain and innovation chain,so as toactivate each development link with the model of“Technology Intelligent Linkage”to realizethe upgrading of the whole value chain of the material system and create value for investors.2025/7/

55、4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm6/37The Offering We have authorized capital stock consisting of 1,000,000,000 shares of common stock,$0.0001 par value per share(“Common S

56、tock”).We have 200,000,000 shares of common stock issued and outstanding and no shares ofPreferred Stock issued and outstanding.Through this offering,we will sell 4,000,000 sharesof Common stock after this registration becomes effective.The price at which we,theCompany,will offer these shares is at

57、a fixed price of$5.00 per share for the duration of theoffering.We will receive all proceeds from our sale of Common stock.As of the date of this Registration Statement,Global Thrive Fulfill Group Limited iscontrolling 100%of the voting power of the Company.As such,Global Thrive Fulfill GroupLimited

58、 has the ability to control matters requiring shareholder approval,including theelection of directors,amendment of organizational documents,and approval of majorcorporate transactions such as a change in control,merger,consolidation,or sale of assets.All shares being offered by the Company pursuant

59、to this Registration Statement will be soldat a fixed price of$5.00 for the duration of the offering.The Company estimates the costs ofthis offering to be about$underwriting fee.All expenses incurred in this offering are beingpaid by the Company.The proceeds from the sale of the securities sold on b

60、ehalf of the Company will be placeddirectly into the Companys checking account to be used for the purposes provided herein.All proceeds from the sale of the securities are non-refundable,except as may be required byapplicable laws.Below is a summary of the terms of the Offering:IssuerGlobal Thrive F

61、ulfill Group IncProposed Nasdaq Listing&Trading SymbolHSFZSecurities Being Offered4,000,000 Common Shares,par value 0.0001 eachOffering price per shareWe will sell the shares at a fixed price of$5.00 per sharefor the duration of this OfferingNumber of shares of commonstock outstanding before theoffe

62、ring of common stock200,000,000 shares of Common stockNumber of shares of commonstock outstanding after theoffering of common stock204,000,000 shares of common stock will be issued andoutstanding if we sell all of the shares we are offering,and no shares of Preferred Stock will be issued andoutstand

63、ingMarket Capitalization beforethe OfferingUSD 1,000,000,000.00Market Capitalization afterthe OfferingUSD 1,020,000,000.00Voting RightsEach Common stock is entitled to one vote.Use of ProceedsWe intend to use the gross proceeds for,but not limitedto,business development,advertising and marketingexpe

64、nses,expenses related to ongoing reportingrequirements and offering expenses.Transfer AgentCurrently,we do not retain a Transfer Agent however,we plan to obtain the services of one prior toconducting this offering.Risk FactorsSee“Risk Factors”and the other information in thisprospectus for a discuss

65、ion of the factors you shouldconsider before deciding to invest in shares of ourcommon stock.You should rely only upon the information contained in this prospectus.We have notauthorized anyone to provide you with information different from that which is contained inthis prospectus.We are offering to

66、 sell common stock and are seeking offers to purchase ourcommon stock only in jurisdictions where such offers and sales are permitted.RISK FACTORS 2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/h

67、sfz20250703a.htm7/37An investment in our Common stock involves a high degree of risk.Please consider thefollowing risk factors and other information described in this prospectus relating to ourbusiness before deciding whether to purchase our common stock.If any of the following risksactually occurs,

68、our business,financial condition and results of operations or cash flow couldbe materially and adversely affected,which could cause the trading price of our Commonstock to decline,resulting in a loss of all or part of your investment.The risks describedbelow are not the only ones that we face.Additi

69、onal risks not presently known to us or thatwe currently deem immaterial may also affect our business.Therefore,an investment in ourcommon stock is highly speculative and should only be made by persons who can afford tolose their entire investment in us.You should carefully consider the following ri

70、sk factors andother information in this report before deciding to become a holder of our common stock.Ifany of the following risks actually occur,our business and financial results could benegatively affected to a significant extent.Risks Related to Our Business The entirety of our business plans im

71、plementation relies on the establishment of theplatform for global clients.Global Thrive is a newly established company in California,whose main business purpose isto build an innovative service platform across the thermoplastic elastomer industry chain,using TPE,TPR,TPV,and modified materials as co

72、re carriers to build a trinity industrialempowerment system.We cooperate with quality online and offline enterprises and platformsaround the world,aiming to build an innovative platform for efficient communication andclose collaboration,as well as extensive exchanges and in-depth cooperation for sel

73、f-drivendevelopers around the world.Therefore,if this platform could not be built properly and thebusiness purpose could not be realized as expected,there is a possibility that shareholderscould lose some of,or even the entirety of their investment.A decline in general economic condition could lead

74、to reduced consumer demand andcould negatively impact our business operation and financial condition,which in turncould have a material adverse effect on our business,financial condition and results ofoperations.Our business operation and financial performance may be significantly impacted by variou

75、sfactors that shape the broader economic environment.These factors include consumerspending behaviors,particularly on those items that cannot get immediate benefits.Consumerspending is influenced by multiple elements such as current economic conditions,unemployment rates,salary levels,interest rates

76、,income tax policies,consumer confidence,and overall perceptions of the economy.In the event of an economic slowdown,consumerspending habits could be adversely affected,and we could experience lower net sales thanexpected on a quarterly or annual basis which could have a material adverse effect on o

77、urbusiness,financial condition and results of operations.The success of our business also relies heavily on brand image,reputation,and productquality of Global Thrive.It is important that we maintain and increase the image and reputation of Global Thrive.If ourefforts in brand building and improveme

78、nt of products quality could not get a satisfactoryresult,it may have a profoundly negative impact on our business.Consumers expect highstandards when they choose a brand,and if the products fail to meet these expectations,theyare likely to feel disappointed and deceived.This dissatisfaction can lea

79、d to a sharp decline incustomer loyalty.Word-of-mouth,which is a powerful tool in brand building,can turn againstthe company as dissatisfied customers share their negative experiences with others.In thedigital age,a single negative review can quickly spread on social media and review platforms,furth

80、er damaging the brands image.In the long run,this can erode the brands market shareand profitability.Competitors with better-quality products will gain an advantage,making itdifficult for the company to regain its position in the market.The requirements of being a public company may strain our resou

81、rces,distract ourmanagement from core business activities and potentially hinder our ability to attractand retain qualified board members.As a public company,we are subject to the reporting requirements of the Exchange Act andare required to comply with the applicable requirements of the Sarbanes-Ox

82、ley Act and theDodd-Frank Wall Street Reform and Consumer Protection Act,and other applicable securitiesrules and regulations.Complying with these rules and regulations has increased our legal andfinancial compliance costs,made certain activities more challenging,time-consuming,orexpensive,and place

83、d greater demands on our systems and resources.For instance,the2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm8/37Exchange Act mandates that we file annual,quarterly,and current

84、reports regarding ourbusiness and operational results,as well as maintain effective disclosure controls andprocedures and internal controls over financial reporting.To meet these standards,we mayneed to allocate significant resources and management oversight to either maintain or enhanceour disclosu

85、re controls and internal controls over financial reporting.As a result,managements attention may be diverted from other business concerns,which could harm ourbusiness and results of operations.Additionally,we may need to hire additional staff in thefuture to meet these compliance requirements,which

86、would further increase our costs andexpenses.We may need to raise additional capital to support growth,but theres a risk that suchfunding may not be available on terms that are favorable to us,which could impede ourgrowth plans and have a negative impact on our business.In the future,we may need add

87、itional funds beyond those raised in this offering to addressbusiness challenges or fuel our growth.To secure these funds,we might pursue public orprivate equity,equity-linked,or debt financings.However,raising additional capital throughequity or convertible debt issuances could result in significan

88、t dilution for our existingstockholders.Moreover,any new equity securities we issue might have superior rights,preferences,and privileges compared to our Common Stock.If we opt for debt financing,itcould come with restrictive covenants that limit our capital-raising activities and otherfinancial and

89、 operational matters,such as our ability to pay dividends.These restrictions mayhinder our ability to obtain additional capital and pursue business opportunities,includingpotential acquisitions.There is also a risk that we may not be able to secure additionalfinancing on favorable terms.If we fail t

90、o obtain adequate financing when needed,ourcapacity to support business growth and address challenges could be severely compromised,which could negatively impact our business.Given our limited experience as a public company,there is a risk that we may not beable to successfully navigate the complexi

91、ties and requirements of being publicly listed,which may potentially result in a loss of part or all of your investment.We have limited experience in complying with the various rules and regulations that arerequired of a public company.As a result,we may not be able to operate successfully as apubli

92、c company,even if our business operations are successful.We plan to comply with all ofthe various rules and regulations required of a public company.However,if we are unable toeffectively manage the complexities and demands of being a public company,our ability tomaintain our listing and meet regula

93、tory expectations could be compromised.This couldresult in regulatory scrutiny,financial penalties,or other adverse consequences.If we fail tooperate successfully as a public company,your investment may be materially adverselyaffected.In extreme cases,our inability to operate effectively as a public

94、 company could leadto a loss of your entire investment.Our officers and directors,while highly skilled in their respective areas of expertise,mayhave limited familiarity with the reporting and disclosure obligations of publicly-tradedcompanies.As we transition to a publicly reporting entity,we antic

95、ipate incurringsignificant costs associated with meeting these ongoing reporting requirements Our officers and directors,while highly skilled in their respective areas of expertise,may havelimited familiarity with the reporting and disclosure obligations associated with publicly-traded companies,as

96、well as with serving in their respective roles within such entities.Thisunfamiliarity may hinder our ability to establish and maintain effective internal controls overfinancial reporting and disclosure controls and procedures.As a result,we may face risksrelated to possible misstatements in our fina

97、ncial statements and possibility to provideinaccurate financial information to our stockholders.Ultimately,this unfamiliarity among ourmanagement may cause potential harm to our operations,future earnings,and overallfinancial success,particularly given the complexities of our industry and the string

98、entreporting requirements for publicly-traded companies.To address these challenges,our management and other personnel will need to devotesignificant time and resources to compliance initiatives to maintain our reporting status.Additionally,the costs associated with adhering to the necessary rules a

99、nd regulations,whichare required to remain an SEC reporting company,are expected to be substantial.We mayneed to engage external third-party consultants,attorneys,or other firms to assist us innavigating and complying with the applicable rules and regulations for each filing on behalfof the Company.

100、Our success is reliant on the ongoing contributions of our senior executives and otherkey personnel;currently,we do not maintain“key man”life insurance coverage,2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207

101、528025000001/hsfz20250703a.htm9/37accordingly,any loss of such key individuals could significantly disrupt our businessoperations.Our future success hinges on retaining the services of our senior executives and keypersonnel.Currently,we do not have“key man”life insurance for any members of our senio

102、rmanagement team or other critical staff.If one or more of these individuals were to leave orbecome unable to fulfill their roles,it could disrupt our business operations,and findingsuitable replacements could be challenging or even impossible.Moreover,the competition forsenior executives and key pe

103、rsonnel in our industry is intense,and we may struggle to retainour current talent or attract new senior leaders.If we fail to do so,our business could facesignificant disruptions.Additionally,while we might consider obtaining“key man”insurance in the future,there isno guarantee that we will be able

104、 to secure such coverage.Even if we do,the insuranceproceeds may not be sufficient to offset the losses resulting from the departure of these keypersonnel.Our planned business operations will depend heavily on various third-party providers.If a significant third-party provider fails to perform their

105、 obligations or is lost due tobankruptcy,consolidation,or any other reason,it could have a negative impact on ourbusiness operations.Our business model relies on establishing cooperation with various third-party serviceproviders.These partnerships are essential for our day-to-day operations and grow

106、th strategy.However,several risks could arise from these relationships.For example,if the terms of anythird-party agreements are renegotiated unfavorably,it could have a significant negativeimpact on our business,financial condition,and operational results;or,if these third partiesfail to meet their

107、 legal or regulatory requirements,breach their contractual obligations,wemay face several challenges.These could include legal disputes with the third-party providers,difficulties in renewing agreements on favorable terms,and the need to find alternativesuppliers.Switching to new providers might res

108、ult in higher costs for services or products,which could further strain our financial position.Additionally,managing these third-partyrelationships effectively is critical.This includes conducting thorough due diligence,negotiating advantageous terms,and continuously monitoring compliance and perfor

109、mance.Any failure in this regard could lead to supply chain disruptions,increased costs,andultimately,a material adverse effect on our business,future prospects,financial condition,andoverall results of operations.If we are unable to develop and sustain a robust system of internal controls,we may fa

110、cedifficulties in accurately reporting our financial results or preventing fraudulentactivities.Any failure to report and file our financial results accurately and on timecould damage our reputation and negatively affect the future trading price of ourCommon stock.Establishing and maintaining effect

111、ive internal controls is crucial for providing reliablefinancial reports and preventing fraud.If we fail to provide accurate financial reports orprevent fraudulent activities,our ability to manage the business efficiently could becompromised,potentially damaging our reputation and investor confidenc

112、e.This,in turn,could negatively impact our financial condition,operational results,and access to capital.Currently,our small size internal control deficiencies may limit our ability to effectivelysegregate duties and ensure robust financial reporting processes.For example,though wehave established w

113、ritten policies and procedures aligned with US GAAP and SEC disclosurerequirements,changes in these requirements or challenges in implementing them could strainour operations.Specifically,we may lack a formal process and timeline for closing our booksand records at the end of each reporting period,w

114、hich could restrict our ability to gather,analyze,and report financial information in a timely manner.To address these issues,werecognize the need to hire additional staff to enhance our internal controls and ensurecompliance with regulatory requirements.However,this process is still in the planning

115、 stages,and we cannot predict with certainty the costs involved or the timeline for identifying andhiring suitable candidates.While we have had preliminary discussions with potentialcandidates,no material progress has been made.Failure to obtain necessary approvals,licenses,or permits required for o

116、ur businessoperations could potentially damage our business.We may face challenges in obtaining all the licenses and approvals that are considerednecessary to operate our business effectively.Though Global Thrive is newly incorporated,we intend to operate across multiple jurisdictions,the relevant l

117、aws and regulations,as well astheir interpretations,can vary significantly from those in the U.S.This complexity can create2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm10/37unc

118、ertainty regarding which specific licenses and approvals are required and the processesinvolved in securing them.Additionally,we cannot guarantee that our interpretations of theserules and their exemptions have been,or will always be,aligned with those of localregulators.If our business expands into

119、 new markets,we may need to obtain additional licenses andcomply with further laws and regulations in those jurisdictions.If we fail to acquire,maintain,or renew necessary licenses or approvals,or if we are required to make filings that we did notanticipate or believed we were exempt from,we could f

120、ace a range of penalties.These mayinclude confiscation of revenues or assets generated through unlicensed activities,impositionof fines,suspension or revocation of licenses,written reprimands,termination of third-partyagreements,criminal prosecution,or restrictions on our operations.Any such penalti

121、es coulddisrupt our business operations and have a significant negative impact on our business,financial condition,and results of operations.If we fail to effectively adapt to technological advancements or changes in industrypractices,including shifts in the business models used within our sector,ou

122、r businesscould suffer significant setbacks.In todays rapidly evolving business landscape,the ability to adapt to new technologies andindustry trends is crucial for sustained success.If we fail to keep pace with technologicaladvancements,we may find ourselves at a competitive disadvantage.New techno

123、logies oftenbring increased efficiency,improved customer experiences,and innovative solutions that cantransform industries.By not embracing these changes,a company risks becoming obsolete ascompetitors leverage new tools and platforms to gain market share.Additionally,the industryitself is constantl

124、y evolving,with shifting consumer demands,regulatory changes,andemerging business models.Failure to adapt to these developments can lead to lostopportunities,reduced profitability,and ultimately,a diminished market position.In the longrun,a company that does not evolve with the times may struggle to

125、 survive,as the businessenvironment becomes increasingly unforgiving for those who cannot innovate and adapt.We may struggle to compete effectively against current and potential competitors,manyof whom possess greater resources and more extensive experience than we have.We may lack the resources nee

126、ded to effectively compete with our existing competitors orwith any new entrants to the market.We plan to compete with numerous other distributorsand retailers offering products identical or similar to ours.These competitors often havesignificantly greater personnel,financial,and managerial resource

127、s at their disposal.Theintense competition from these well-established companies with substantial resources andstrong reputations could hinder our ability to maintain or grow our business.Moreover,if demand for our products and services increases,it may attract new companies toenter the market.This

128、influx of additional competitors would heighten the risks to ourbusiness.Increased competition could lead to price wars,which would be particularlydetrimental to us,as we may not have the resources to compete with larger,more establishedcompanies.Furthermore,higher competition and increased demand c

129、ould strain ourmanufacturing and output capabilities,potentially leading to higher production costs.This,inturn,could undermine our competitiveness and negatively impact our ability to attract andretain customers.The JOBS Act will allow us to postpone the date by which we must comply with certainlaw

130、s and regulations intended to protect investors and to reduce the amount ofinformation provided in reports filed with the SEC.The JOBS Act is intended to ease the regulatory burden on“emerging growth companies”.Since Global Thrive meets the definition of an“emerging growth company”and so long as itq

131、ualifies as an“emerging growth company,”it will,among other things:exempt from the requirement under Section 404(b)of the Sarbanes-Oxley Act that itsindependent registered public accounting firm provide an attestation report on theeffectiveness of its internal control over financial reporting;be exe

132、mpt from the“say on pay”provisions,which require a non-binding shareholdervote to approve the compensation of certain executive officers,and the“say ongolden parachute”provisions,which require a non-binding shareholder vote toapprove golden parachute arrangements for certain executive officers in co

133、nnectionwith mergers and certain other business combinations,as set forth in the Dodd-FrankWall Street Reform and Consumer Protection Act(the“Dodd-Frank Act”);and2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/00020

134、7528025000001/hsfz20250703a.htm11/37additionally,exempt from certain disclosure requirements of the Dodd-Frank Actrelating to the compensation of Chief Executive Officers be permitted to omit the detailed compensation discussion and analysis from proxystatements and reports filed under the Securitie

135、s Exchange Act of 1934,as amended(the“Exchange Act”)and instead provide a reduced level of disclosure concerningexecutive compensation;and be exempt from any rules that may be adopted by the Public Company AccountingOversight Board(the“PCAOB”)requiring mandatory audit firm rotation or asupplement to

136、 the auditors report on the financial statements.While the Company is still assessing the implications of the JOBS Act,it currently plans toutilize all the reduced regulatory and reporting requirements available to it as long as itqualifies as an“emerging growth company.”The Company has chosen not t

137、o opt out of theextended time to comply with new or revised financial accounting standards under Section102(b)(1)of the JOBS Act.This means that,while it remains an“emerging growth company,”the Companys independent registered public accounting firm will not be required to providean attestation repor

138、t on the effectiveness of its internal controls over financial reporting.Thiscould increase the risk that weaknesses or deficiencies in its internal controls remainundetected.Additionally,as long as it qualifies as an“emerging growth company,”theCompany may choose not to disclose certain information

139、,including specific financial dataand details regarding executive compensation,which would otherwise be required in filingswith the SEC.This lack of disclosure could make it more challenging for investors andsecurities analysts to evaluate the Company.Consequently,investor confidence in theCompany a

140、nd the market price of its ordinary shares may be negatively affected.Notwithstanding the above,we are also currently a“smaller reporting company”,whichmeans we are not an investment company,an asset-backed issuer,or a majority-ownedsubsidiary of a parent company that is not a smaller reporting comp

141、any.If we remain a“smaller reporting company”after we no longer qualify as an“emerging growth company,”our disclosure requirements in SEC filings will increase.However,they will still be lessburdensome than if we were neither an“emerging growth company”nor a“smaller reportingcompany”.Specifically,li

142、ke“emerging growth companies,”“smaller reporting companies”are permitted to provide simplified executive compensation disclosures in their filings.Theyare also exempt from Section 404(b)of the Sarbanes-Oxley Act,which requires independentregistered public accounting firms to provide an attestation r

143、eport on the effectiveness ofinternal controls over financial reporting.Other reduced disclosure obligations include beingrequired to provide only two years of audited financial statements in annual reports.Thesereduced disclosures due to our status as an“emerging growth company”or“smaller reporting

144、company”may limit investors ability to fully analyze the Companys results of operationsand financial prospects.As an“emerging growth company”under the JOBS Act of 2012,we are subject toreduced disclosure requirements,but we cannot predict whether these simplifiedreporting obligations might make our

145、Common stock less appealing to investors.We are an“emerging growth company,”as defined in the JOBS Act,and we may takeadvantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not“emerging growth companies”including,but not limitedto,no

146、t being required to comply with the auditor attestation requirements of Section 404 ofthe Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation inour periodic reports and proxy statements,and exemptions from the requirements of holding anonbinding advisory vote on execut

147、ive compensation and shareholder approval of any goldenparachute payments not previously approved.We cannot predict if investors will find ourordinary shares less attractive because we may rely on these exemptions.If some investorsfind our ordinary shares less attractive as a result,there may be a l

148、ess active trading marketfor our ordinary shares and our stock price may be more volatile.In addition,Section 107 of the JOBS Act allows“emerging growth companies”to takeadvantage of an extended transition period for complying with new or revised accountingstandards,as provided in Section 7(a)(2)(B)

149、of the Securities Act.This means we can delayadopting certain accounting standards until they would otherwise apply to private companies.We have chosen to use this extended transition period.As a result,our financial statementsmay not be directly comparable to those of companies that comply with the

150、 public companyeffective dates for these standards.Since our aim is to build a broad development platform for global entrepreneurs,we areexposed to a range of international risks that could impact our business.2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttp

151、s:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm12/37 As we strive to establish a comprehensive development platform for global entrepreneurs,ouroperations may be exposed to a variety of international risks.These risks include periodiceconomic downturns in foreign mark

152、ets,which can lead to reduced consumer demand,lowerspending power,and increased market volatility.Additionally,political instability in certainregions may result in regulatory uncertainties,disruptions to supply chains,and challenges inmaintaining consistent business operations.These factors,combine

153、d with potential currencyfluctuations,trade restrictions,changes in local laws and regulations,and varying tax policies,could negatively impact our sales and increase our cost of doing business.Moreover,navigating these risks may require significant resources and management attention,potentially div

154、erting focus from other strategic initiatives.The impact of any one or more ofthese factors could materially adversely affect our business,financial condition and results ofoperations.Any factors that restrict cross-border trade or increase its complexity could potentiallyharm our business.Cross-bor

155、der trade is a significant contributor to our revenue.However,shipping goods acrossnational borders is often more costly and complex compared to domestic shipping.Factorssuch as customs and duty procedures,duty-free thresholds in key markets,the integration ofnational postal systems,and security-rel

156、ated processes at international borders can all drive upcosts,deter customers from making cross-border purchases,delay shipments,and createuncertainties in the shipping process.Any factors that escalate the costs of cross-border tradeor that restrict,delay,or otherwise complicate cross-border trade

157、could reduce our revenueand profits,thereby adversely affecting our business.As we are in the development stage,we have not yet generated substantial revenues andlack an extensive operating history.The Company was incorporated on September 19,2024,and has only recently started togenerate revenues.Gi

158、ven our limited operating history,it is challenging to evaluate our futureprospects.Based on our current business plans,we anticipate continuing to incur operatinglosses in the foreseeable future,primarily due to significant start-up expenses associated withlaunching our business.Moreover,we cannot

159、assure you that we will successfully generaterevenues or achieve and maintain positive cash flow in the future.If we fail to do so,we mayneed to close our business or seek additional capital through loans or further equity financingto sustain our operations.This could dilute the value of the shares

160、you purchase in thisoffering.We also cannot guarantee that we will be able to obtain financing in a timely manneror on terms that are commercially reasonable.While the management is highly proactive in identifying and addressing potential risks,given the inherent uncertainties and complexities invol

161、ved,we cannot guarantee that allrisks may be fully resolved or mitigated in every instance.The management team at Global Thrive is highly proactive in identifying and addressingpotential business risks,demonstrating a forward-thinking approach to safeguard thecompanys interests in such ever-changing

162、 market.They possess a strong ability to embracenew ideas and continuously learn,ensuring they stay ahead of emerging threats andincorporate innovative solutions into their risk management strategies.Their effectivecoordination of resources and commitment to collaboration across departments furthere

163、nhance the Companys preparedness.However,given the inherent uncertainties andcomplexities of the capital market and the whole business environment,there is no guaranteethat all risks may be fully resolved or mitigated in every instance.Risks Relating to the Companys Securities We currently have no p

164、lans to pay dividends on our common stock.At present,we do not plan to declare or pay any cash dividends on our capital stock.Instead,we intend to retain all future earnings to support the growth of the Company.As a result,wedo not anticipate paying any dividends in the foreseeable future.Future sal

165、es of our securities or other events that dilute our equity could potentiallyhave a negative impact on the market price of our common stock.We generally have the flexibility to issue additional common stock,including securities thatcan be converted into,exchanged for,or represent the right to receiv

166、e common stock.Themarket price of our common stock may decline if there are sales of common stock or2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm13/37convertible/exchangeable s

167、ecurities following this offering,or if there is a perception thatsuch sales might occur.Our securities currently do not have an established market,and it is uncertain whetheran active trading market will develop,such uncertainty could result in our commonstock trading below the offering price speci

168、fied herein.Prior to this offering,our common stock has not been publicly traded or quoted on anyrecognized exchange or quotation system.The offering price of our common stock may notnecessarily reflect the market price of our common stock following this offering.If youacquire shares of our common s

169、tock,there is no assurance that you will be able to resell themat or above the offering price set herein.The development of an active trading market for ourcommon stock,if it occurs at all,and its level of liquidity are and will remain unpredictable.Itis possible that an active public market may not

170、 emerge or may not be sustained followingthis offering.In the event that an active public market does not materialize or is not sustained,you may encounter challenges when attempting to sell your common stock,either at anattractive price or at any price at all.A substantial number of shares issued i

171、n this offering could be sold into the marketfollowing the offering,which may put downward pressure on the market price of ourcommon stock.If a public market for our common stock develops,a significant number of shares issued inthis offering may be sold into the market afterward,which could lead to

172、a decline in themarket price of our common stock.Specifically,if the volume of shares offered for saleexceeds the demand from buyers,the market price or perceived value of our common stockmay decrease to a level at which buyers are willing to purchase and sellers are willing to sellthe shares.All se

173、curities issued in this offering will be freely tradable without furtherrestriction or registration under the Securities Act.In the future,we may decide to issue additional shares of our common stock,whichcould result in dilution for our existing stockholders.Our Certificate of Incorporation authori

174、zes the issuance of up to 1,000,000,000 shares ofcommon stock,of which 200,000,000 shares are currently issued and outstanding as of thedate of this filing.Future issuances of additional common shares could significantly reducethe ownership percentage of our existing stockholders.We may determine th

175、e value of anyfuture issuances of common stock at our discretion.Issuing common stock for purposes suchas future services,acquisitions,or other corporate activities may dilute the value of sharesheld by our investors and could potentially have a negative impact on any trading market thatmay develop

176、for our common stock.Risks Relating to this Offering Investors cannot withdraw funds once invested and will not be entitled to a refund.Investors do not have the right to withdraw their invested funds once invested.Subscriptionpayments will be paid to Global Thrive,and held in our bank account.If th

177、e managementdetermines that the Subscription Agreements are in good order and the Company accepts theinvestors investment,investors will not be entitled to a refund of their payment.We may be subject to the penny stock rules which could make it more difficult to sell theshares of our common stock.We

178、 may currently be subject,and could continue to be in the future,to the SECs“pennystock”rules if our common stock trades below$5.00 per share.Penny stocks are generallydefined as equity securities priced below$5.00.Under these rules,broker-dealers are requiredto provide customers with a standardized

179、 risk disclosure document prepared by the SEC,which outlines the nature and risks associated with penny stocks.Additionally,broker-dealersmust supply current bid and offer quotations for the penny stock,disclose the compensationreceived by the broker-dealer and its salesperson,and provide monthly ac

180、count statementsshowing the market value of each penny stock held in the customers account.Thisinformation regarding bid and offer quotations and compensation must be communicated tothe customer either orally or in writing before the transaction is completed and must beprovided in writing before or

181、with the customers confirmation.In addition,the penny stock rules stipulate that before a transaction,the broker-dealer mustconduct a written suitability assessment to determine whether the penny stock is anappropriate investment for the purchaser and obtain the purchasers written consent to the2025

182、/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm14/37transaction.These rules can be cumbersome and may potentially decrease demand for ourofferings as well as trading activity in our

183、common stock.As long as our common stockremains subject to the penny stock rules,holders of these shares may encounter greaterdifficulties in selling their securities.We may need additional funding to satisfy our future capital requirements,and anyfuture financing strategies could potentially have a

184、 negative impact on holders of ourcommon stock.Our operations may need additional funding.However,we cannot predict whether additionalfinancing will be available to us on favorable terms or at all.If we successfully raiseadditional capital through the issuance of equity securities,our existing stock

185、holders arelikely to experience dilution,which could be substantial.Any new equity securities we issuemay have rights,preferences,or privileges that are senior to those of our existingstockholders.If we raise additional funds through collaborations or other arrangements,wemay need to relinquish cert

186、ain rights that could be perceived as unfavorable to us.There is noassurance that we will be able to secure sufficient capital funding in the future to continueoperations and implement our strategy.Due to these uncertainties,there is significant doubtregarding our ability to continue as a going conc

187、ern.Our CEO and Director,Mr.Zhang Zusen,is new to the process of conducting an IPO.While he brings a wealth of other valuable experience to our team,this particular arearepresents a learning opportunity.As a result,there is a possibility that we may not raisethe necessary funds to launch our busines

188、s operations.While our CEO and Director Mr.Zhang Zusen has brought a strong foundation of skills andknowledge to our Company,he may not have extensive prior experience in conducting an IPOoffering.As we navigate this process,there is a possibility that raising adequate funds tosupport our planned op

189、erations could present some challenges.We are committed toaddressing any such challenges diligently,but it is important to acknowledge that fundingshortfalls could potentially affect the timing of our business strategy execution,product orservice development,and market opportunity capture.We are tak

190、ing proactive steps tomitigate these risks and are confident in our ability to adapt and learn.However,given theuncertainties inherent in any fundraising effort,we want to ensure that our stakeholders areaware of the potential outcomes,including the possibility of not achieving our fundraisinggoals.

191、We will have significant flexibility in determining how to use the net proceeds from thisoffering,hence,there is a risk that we may not allocate or utilize these funds in the mosteffective manner.Our management will have broad discretion in determining how to apply the net proceedsfrom this offering

192、,including for any of the purposes described in the section entitled“Use ofProceeds.”Investors will not have the opportunity as part of their investment decision toassess whether the net proceeds are being used appropriately.Given the number andvariability of factors that will determine our use of t

193、he net proceeds,their ultimate applicationmay differ significantly from their currently intended use.While our management iscommitted to utilizing these funds in a manner that supports our business objectives,there is apossibility that the allocation may not result in an increase in the value of inv

194、estorsinvestments.If the net proceeds are not applied as effectively as anticipated,it could impactour business performance and potentially affect the financial returns on your investment.We will continue to face costs and demands on management in order to comply with thelaws and regulations applica

195、ble to public companies.As a public company,we will continue to incur significant legal,accounting,and otherexpenses.We will also face ongoing costs related to corporate governance requirements,including those under the Sarbanes-Oxley Act,as well as new rules implemented by the SECand the OTC Market

196、s Group.Our executive officers and other personnel will need to devotesubstantial time to comply with these rules and regulations.These requirements are expectedto result in higher legal and financial compliance costs compared to those of a privatecompany and may make certain activities more time-co

197、nsuming and costly.Additionally,these rules and regulations may increase the difficulty and expense of obtaining directors andofficers liability insurance.Consequently,it may become more challenging for us to attractand retain qualified individuals to serve on our board of directors or as executive

198、officers,which could negatively impact investor confidence and potentially harm our business or stockprice.2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm15/37We will continue to

199、 incur ongoing costs and expenses associated with complying withSEC reporting requirements and maintaining compliance.In the absence of substantialrevenue,we may struggle to meet such compliance obligations,which could make itdifficult for investors to sell their shares,if at all.We will be required

200、 to file annual,quarterly,and current reports,as well as other informationwith the SEC,as mandated by the Securities Exchange Act.To maintain compliance withthese requirements,we will need to generate future revenue to cover the costs associated withthese filings,which may represent a significant po

201、rtion of our available cash resources.If wefail to generate sufficient revenues or lack the necessary cash reserves to remain incompliance,it may become difficult for investors to resell any shares they purchased.The Company has chosen not to opt out of the extended accounting transition periodprovi

202、ded by the JOBS Act.As a result,its financial statements may be more difficult tocompare with those of other companies.In accordance with the JOBS Act of 2012,the Company,as an emerging growth company,hasthe option to opt out of the extended transition period for any new or revised accountingstandar

203、ds issued by the PCAOB or the SEC.However,the Company has chosen not to opt outof this extended transition period.As a result,when a new or revised standard is issued withdifferent implementation dates for public and private companies,the Company,as anemerging growth company,can adopt the standard a

204、pplicable to private companies.This maycomplicate or even prevent meaningful comparisons of the Companys financial statementswith those of other public companies that are neither emerging growth companies nor haveopted out of the extended transition period,as they may be using different or revisedst

205、andards.As long as we remain an emerging growth company,we are exempt from certainreporting requirements that are applicable to other public companies.These exemptionsinclude compliance with specific accounting standards and detailed disclosuresregarding executive compensation.Under the JOBS Act,we

206、are designated as an“emerging growth company.”As long as weremain an emerging growth company,we are exempt from certain requirements that apply toother public companies.Specifically,we are not required to:i)provide an auditors attestationreport on managements assessment of the effectiveness of our i

207、nternal control over financialreporting under Section 404(b)of the Sarbanes-Oxley Act;ii)comply with any new PCAOBrequirements related to mandatory audit firm rotation or additional information in theauditors report;iii)disclose certain executive compensation details required of larger publiccompani

208、es;and iv)hold non-binding advisory votes on executive compensation.Our securities have never been traded before,and there is no guarantee that an activemarket will develop.As a result,our common stock may trade below the initial publicoffering price.Prior to this offering,there has been no public m

209、arket for our common stock.The initialpublic offering price is set at$5.00 per share.However,this fixed offering price does notreflect the potential market price of our common stock after the offering.If you purchaseshares in this offering,there is no assurance that you will be able to resell them a

210、t or above theinitial public offering price.We cannot predict whether investor interest will lead to thedevelopment of an active trading market for our common stock,or how liquid such a marketmight be.There is also no guarantee that an active public market will develop or be sustainedfollowing the o

211、ffering.If an active market does not emerge or is not maintained,you may findit difficult to sell your shares at a favorable priceor you may not be able to sell them at all.The price of our common stock may experience significant volatility or decline,regardless of our actual operating performance;c

212、onsequently,you may not be able toresell your shares at or above the initial public offering price.Following this offering,the market price of our common stock is expected to be volatile,primarily because our shares have not been publicly traded before.Moreover,the price of ourcommon stock may exper

213、ience significant fluctuations due to various factors,many of whichare beyond our control,including:Changes in general economic conditions,market trends,or industry-specificdevelopments,especially within the leisure travel sector;Shifts in key management personnel;Expansion into new geographic marke

214、ts;Actions,announcements,or significant transactions(such as acquisitions,divestitures,strategic partnerships,joint ventures,or capital commitments)by us or2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/00020752802

215、5000001/hsfz20250703a.htm16/37our competitors;Variations in quarterly operating results or discrepancies between our actualperformance and investor expectations;Public reactions to press releases,announcements,or filings with the SEC made by usor third parties;Litigation-related announcements;Any gu

216、idance we provide to the public,changes to this guidance,or our failure tomeet such expectations;Adjustments in financial estimates or ratings by securities analysts,our failure tomeet these estimates,or lack of analyst coverage of our common stock;The development and sustainability of an active tra

217、ding market for our commonstock;Broader industry developments,economic factors,and other external influences;Future sales of our common stock by our officers,directors,or significantstockholders;and Changes in accounting principles.These factors,among others,could cause the market price of our commo

218、n stock to decline,regardless of our actual operating performance.As a result,our common stock may trade atprices significantly below the initial public offering price.In the future,we may issue additional common shares,which could reduce thepercentage of ownership for existing investors and may als

219、o dilute the value of theirshares.Our Articles of Incorporation authorize the issuance of up to 1,000,000,000 shares of commonstock with a par value of$0.0001.As of the date of this filing,200,000,000 shares of commonstock are outstanding,meaning we have the capacity to issue up to an additional 800

220、,000,000common shares.The future issuance of common stock could significantly dilute thepercentage ownership of our existing shareholders.We may determine the value of anycommon stock issued in the future on an arbitrary basis.Issuing common stock for futureservices,acquisitions,or other corporate a

221、ctions may dilute the value of shares held by ourinvestors and could negatively impact any trading market for our common stock.We are required to adhere to the Foreign Corrupt Practices Act.We are required to comply with the United States Foreign Corrupt Practices Act(FCPA),which prohibits U.S.compa

222、nies from making bribes or other prohibited payments to foreignofficials for the purpose of obtaining or retaining business.However,foreign companies,including some of our competitors,are not subject to these prohibitions.Corruption,extortion,bribery,pay-offs,theft,and other fraudulent practices occ

223、asionally occur in Asia.If ourcompetitors engage in such practices,they may gain preferential treatment from companypersonnel or government officials.This could provide them with an advantage in securingbusiness or obtaining new licenses,thereby putting us at a competitive disadvantage.If ouremploye

224、es or other agents are found to have engaged in such prohibited practices,we couldface severe penalties.FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements as defined by applicable securities laws,which pertain to future events or our anticipated financial performance.Such

225、 forward-lookinginformation may cover topics like capital expenditures,the success of business activities,permitting timelines,requirements for additional funding,government regulations affectingour operations,environmental risks,limitations on insurance coverage,and the completion ofregulatory appr

226、ovals.In some cases,these forward-looking statements can be identified bywords and phrases such as“will,”“may,”“should,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“projects,”“predicts,”“potential,”or“continue,”as well as variationsof these terms or other expressions indicating that certa

227、in actions,events,or results“may,”“could,”“would,”“might,”or“will be taken,”“occur,”or“be achieved.”These forward-looking statements are subject to known and unknown risks,uncertainties,andother significant factors that could cause our actual results,performance,or achievements todiffer materially f

228、rom what is expressed or implied by these statements.The forward-lookingstatements and opinions in this prospectus are based on the information available to us as ofthe date of this filing.Although we believe this information provides a reasonable basis forour statements,it may be limited or incompl

229、ete.Our statements should not be interpreted asindicating that we have conducted an exhaustive investigation or review of all potentiallyrelevant information.Forward-looking statements include,but are not limited to,statementsregarding:i)future financial performance,such as expectations related to r

230、evenue,cost of2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm17/37revenue,operating expenses,ability to determine reserves,and achieving/maintainingprofitability etc.;ii)service

231、development;iii)liquidity management,such as sufficiency ofcash,cash equivalents,and investments to meet liquidity requirements;iv)operational riskmanagement;v)future growth expectations;vi)third-party relationships;vii)acquisition andintegration of certain assets or equities;viii)increased expenses

232、 associated with being apublic company;ix)Impact of changes in laws and regulations on operations;x)inflation andcurrency fluctuations;xi)ability to obtain necessary certifications,approvals,and licenses;xii)development of a public trading market for our securities;xiii)costs and impacts ofcomplying

233、 with current and future regulations;xiv)operational fluctuations;xv)reliance onsenior management and key employees;and xvi)other factors detailed under the“RiskFactors”section.We caution you that the above list may not be exhaustive and may not include all forward-looking statements contained in th

234、is prospectus.You should not view forward-lookingstatements as guarantees or predictions of future events.The forward-looking statements inthis prospectus are based primarily on our current expectations and projections regardingfuture events and trends that we believe may impact our business,financi

235、al condition,resultsof operations,and prospects.However,these statements are subject to risks,uncertainties,andother factors,including those detailed in the“Risk Factors”section and elsewhere in thisprospectus.Moreover,we operate in a highly competitive and rapidly evolving environment,where new ris

236、ks and uncertainties may arise at any time.It is not possible for us to predict allpotential risks and uncertainties that could affect the forward-looking statements in thisprospectus.We cannot assure you that the results,events,or circumstances anticipated inthese forward-looking statements will be

237、 realized or occur.In fact,actual outcomes,events,orcircumstances could differ significantly from those described in the forward-lookingstatements.Neither we nor any other person assumes responsibility for the accuracy or completeness ofthe forward-looking statements contained herein.Moreover,the fo

238、rward-looking statementsin this prospectus are made only as of the date of this document.We do not undertake anyobligation to update these forward-looking statements to reflect events or circumstancesoccurring after the date of this prospectus,or to account for new information or unanticipatedevents

239、,except as required by law.We may not achieve the plans,intentions,or expectationsdisclosed in our forward-looking statements,and you should not place undue reliance onthem.Additionally,our forward-looking statements do not reflect the potential impact of anyfuture acquisitions,mergers,dispositions,

240、joint ventures,or investments that we mayundertake.Moreover,statements such as“we believe”and similar expressions reflect our current beliefsand opinions on the relevant subject.These statements are based on the information availableto us as of the date of this prospectus.Although we believe this in

241、formation provides areasonable basis for our statements,it may be limited or incomplete.Our statements shouldnot be interpreted as indicating that we have conducted an exhaustive inquiry or review of allpotentially relevant information.Given the inherent uncertainty of these statements,investorsare

242、cautioned not to place undue reliance on them.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONNAND RESULTS OF OPERATIONSThe following discussion and analysis should be read together with our financial statementsand the related notes,which are included elsewhere in this Report.Business Summ

243、ary Global Thrive is a corporation duly established and validly existing under the laws ofCalifornia.With the mission of“innovation service for better life”,the Company builds a complete“material-based”innovation service ecology based on basic material science,demand andapplication science,supply ch

244、ain service and capital service.The Company builds a three-in-one industrial empowerment system based on“innovation,application and realization ofbetter life”.As a full-stack solution provider in the field of new materials,the platform deeplyintegrates intelligent material research and development,d

245、igital manufacturing system andintelligent supply chain network,and serves the automotive industry,medical equipment,lifeapplication and other fields by virtue of the service supply chain with the support of digitaleconomy,green economy,material science and other elements,combining each link toincub

246、ate and develop their respective nodes of the industrial system,and integratingdigitalization+big data+AI to optimize the industrial chain and innovation chain,so as toactivate each development link with the model of“Technology Intelligent Linkage”to realizethe upgrading of the whole value chain of

247、the material system and create value for investors.2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm18/37We were incorporated on September 19,2024.Up to now,we did not have any mat

248、erialassets,liabilities and had not commenced business operations.Results of Operations Assets As of December 31,2024,we had total assets of$and cash and cash equivalents of$.Liabilities and Stockholders Equity As of December 31,2024,we have no liabilities.We have a shareholders equity of$.Revenue F

249、or the year ended December 31,2024,we realized revenues of$,and a gross profit of$.Expenses For the year ended December 31,2024,we incurred selling general and administrativeexpenses in the amount of$.Expenses primarily consist of legal,accounting,consultingand other professional service fees.Net Lo

250、ss For the year ended December 31,2024,we incurred no net loss.Liquidity and Capital Resources Cash Used in Operating Activities Net cash used in operating activities was$for the year ended December 31,2024.Cash Used in Investing Activities For the year ended December 31,2024,the Company has no inve

251、sting activities.Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements,including those that wouldimpact liquidity,capital resources,market risk support,credit risk support,or provide anyother benefits.Going Concern The financial statements included herein have b

252、een prepared on the assumption that theCompany will continue as a going concern.For the period ended December 31,2024,theCompany recorded a net loss of$,which led to an accumulated deficit of$and aworking capital of$.The Companys current cash position may not be sufficient to support its day-to-dayo

253、perations.Although the Company is confident in its strategic direction and its ability to raiseadditional funds,there is no guarantee that these efforts will be successful.The Companysability to continue as a going concern depends on its capacity to enhance profitability andsecure funding through th

254、is public offering.If the proceeds from this offering are inadequate,the Company will need to rely on financial support from its controlling shareholder.These uncertainties,along with other factors,create significant doubt about the Companysability to continue as a going concern within one year from

255、 the date the financial statementsare issued.The financial statements do not include any adjustments to reflect the potentialfuture impact on the recoverability and classification of assets or the amounts andclassification of liabilities that could arise if the Company is unable to continue as a goi

256、ngconcern.DESCRIPTION OF BUSINESS Corporate History 2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm19/37Global Thrive Fulfill Group Inc(“we”,“us”,“our”or the“Company”)was incorpo

257、rated inthe State of California,U.S.A.on September 19,2024 by Mr.Zhang Zusen,combining hisexperience in basic materials,materials research and development,application science andtechnology,channel building and experiences and resources of his partners and associates invarious fields and industries a

258、nd based on future prospects.Business Information With the mission of building a“material+service system”with innovative services to“satisfy better life and radiate more fields”,and based on basic material science,demand andapplication science,supply chain service and capital service,the Company int

259、ends to establisha complete“material-based”innovation service ecosystem.The Company builds a three-in-one industrial empowerment system based on“innovation,application and realization ofbetter life”.As a full-stack solution provider in the field of new materials,the platform deeplyintegrates intelli

260、gent material research and development,digital manufacturing system andintelligent supply chain network,and serves the automotive industry,medical equipment,lifeapplication and other fields by virtue of the service supply chain with the support of digitaleconomy,green economy,material science and ot

261、her elements,combining each link toincubate and develop their respective nodes of the industrial system,and integratingdigitalization+big data+AI to optimize the industrial chain and innovation chain,so as toactivate each development link with the model of“Technology Intelligent Linkage”to realizeth

262、e upgrading of the whole value chain of the material system and create value for investors.With the core objective of satisfying“final consumption”needs(TOG,TOB,TOC)andcreating better“demand”satisfaction,we take the source material as the starting point and thefinal product as the end point,integrat

263、e all the links involved in the industrial chain,such as“scientific research,component production,product design,product manufacturing and saleschannels”,and connect them together with the support of key points of“green service,entrepreneurial education,enterprise service,manufacturing and digital o

264、peration”to form aone-stop,digitalized and interrelated overall service platform,which realizes intelligence andefficiency in the production process and provides one-stop services for the whole industrialchain,including but not limited to enterprise operation,science and technology research anddevel

265、opment,capital services,talent training,green certification,supply chain digitalregistration.With this one-stop platform,it can not only ensure the stability and reliability ofthe production process but it also breaks the commercial barriers of each link;through one-stop cooperation standard,integra

266、tion to improve production efficiency and reduction of theproduction cost of each link,we can create real value for the various links of the enterprise;then,we may an independent and perfect service integration system,and also built an openintegration platform,which not only creates value for each n

267、ode of the link,but alsointegrates the industrial system based on it,and realizes the investment value of investors andcapital.We rely on“Artificial Intelligence+Industrial Internet+Digital Service”to build a three-dimensional industrial Internet service platform;integrate upstream and downstreament

268、erprises in each link of“end-to-end”with“end-to-end”service system;build a serviceecosystem covering source materials,raw material research and development,upstream anddownstream production capacity synergy,supply chain finance with digital economy+greeneconomy;and provide our customers with one-sto

269、p service platform by the mode of“jointresearch and development+virtual factory+physical production”,and create productproduction standards to form a flexible supply chain service system.In this way,we providethe end sales staff with lower cost,higher production efficiency,single batch productionord

270、ers smaller flexible supply chain system.In this way,we can help more people to starttheir own business.Through more people to sell and build their own brand,we can not onlyserve more production enterprises,but also allows enterprises to have more standard,moreorders.In this way,scientific and techn

271、ological workers will be more active in the market formaterials and scientific research,and at the same time,scientific researchers will understandthe needs of the market and applications better,so as to research a better alternative or newermaterials.Combined with the sales and entrepreneurial syst

272、em,the material change will meetthe better needs of the market,and at the same time,the manufacturing capacity of theproduction chain can be improved,which in turn will realize the dynamic innovation of theindustrial chain system and realize the sustainability and growth of the industrial system.We

273、not only serve the industry and manufacturing system,but also have the ability toempower the regional economy based on the integration of the“end-to-end”ecosystem andthe construction of the industrial system.We are able to empower the regional economythrough market demand,research,manufacturing clus

274、ters,financial services,and venturecapital.We precipitate long-term value by growing together with customers and sharing thebenefits of the system,help regional economy to build industrial business system byempowering regional economy,enhance customers vitality by industrial business system,and2025/

275、7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm20/37form continuous,sustainable,self-transformative and green vitality by the enhancement ofmaterial research and development+terminal

276、channel,and at the same time,throughempowering regional economy and realizing the innovation of demand,we realize ourcontinuous stability.Our Business Model Taking the founders industry deposits in“TPE,TPR,TPV and modified materials”as thestarting point,we extend to the industries involved in these

277、materials such as automotive,medical,electronics,health,medical care and so on,and build an“end-to-end”industrialchain system with the end demand as the focus point,and form different“ray-like”industrialchain service ecology from the source to the application end,so as to precipitate our own“pan-mat

278、erial+”industrial ecology.Meanwhile,we will precipitate our productionexperience into our industry experience,so as to serve more entrepreneurs in the field ofproduction and manufacturing to start their own business.We will build a modern digital+industrial+financial industrial service system of dig

279、italization+informatization+artificialintelligence in terms of capacity assessment,industrial manufacturing,trial office integration,production system and personnel management system.We serve and integrate R&D andconsumer terminals through our industrial service system to form our industry barriers,

280、and atthe same time,we realize our industry discourse through material R&D to continuouslysatisfy the better needs of the terminals.Through our industrial ecology,and combined withthe development needs of the global basic economic development regions,we build anindustrial capital service platform wh

281、ile empowering the regional economy with industrialstrengths,so as to realize the sustained enhancement of the capital value with the growth ofthe regional economic development potential,and then realize the ecological agglomerationof the service value,platform value,industrial value and capital val

282、ue.Through theempowerment system,we carry out industry mergers and acquisitions to activate the potentialindustrial vitality,thus realizing our whole industry chain empowerment in the field of“end-to-end”.Based on the principle of“continuously meeting end-consumption demands,driving theindustrial de

283、sign system,bringing a clear direction and goal for scientific research andinnovation with the demand for the industrial design system+green certification system,andcontinuously upgrading the scientific and technological level of the manufacturing industry aswell as the manufacturing capability and

284、green capability with the research and developmentof new materials”,we have been able to integrate and form an industrial system.Meanwhile,At the same time,we provide customers with one-stop industrial standard services supportedby artificial intelligence,finance and investment,education,green econo

285、my,and health,andrealize the integrated innovation of financial supply chain in combination with digitaleconomy.Combined with the integration of industrial digitalization and end-consumerdemand,we continue to improve our competitiveness in the market and form our independentindustrial service system

286、,building our uniqueness and sustainability in the market.Our principles We take“innovation to serve the future”as our mission,adhere to the healthier,greener,morehumane,more convenient principles to continuously meet the end consumer demand as thecore driving force,and insist on sharing the develop

287、ment mechanism with“end-to-end”partners and share the development dividends and thus precipitation of our system value.Weknow that our only direction is to continuously and better fulfill the“end-user needs”.Based on this,we serve our partners who share our values and share the economic benefitsand

288、capital value brought by our value system.We strive to bring the greatest value andbenefits of corporate development to our partners and every customer at every link.We havedeepened our efforts in basic material innovation in order to meet the“better future needs”.We share the development,and only b

289、uild more consistent values for the partners in each linkbased on development,so as to have more synergistic service efficiency.We firmly believethat value comes from demand,and that we have a sustainable future when we innovate tomeet better demand.Looking to the future,our vision is to become a le

290、ading global service provider of plasticelastomers and new materials in the whole industry chain,and to become a carrier supplyplatform to meet the“better future needs of the end-consumers”.With plastic elastomers and new materials as the carrier and end-use demand as the target,weshare more coopera

291、tion opportunities with industrial manufacturing,industrial design,greeneconomy,and source material industry(mining);at the same time,we provide capitalcooperation for the innovative growth of different areas of the economy,which will bringabout a more sustainable growth in innovation and hence well

292、 make greater contributions to2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm21/37society.We believe we are the carrier of the worlds better needs.Our team will work with theworl

293、d to create a better future.We will serve the worlds industrial system to build a smarter,more synergistic,greener and more efficient future.Our Services Our services are based on the founders industry deposits and the involvement and contact of“TPE,TPR,TPV and modified materials”with multi-industry

294、 fields.We are committed to:We are on a mission to better demand:to serve more brand enterprises and entrepreneursin the field of terminal consumption to provide development and cooperation:We take the advantage of source materials to create supply chain and servicestandards with end brands to provi

295、de end brands with better quality services,thusobtaining a more efficient synergy system and production efficiency;We focus on the demand for consumer goods,and provide one-stop service systemfor entrepreneurs in the terminal industry,including but not limited to investment,brand building,industrial

296、 design,product supply chain,channel supply chain financeand so on;and With the direction of green economy,we cooperate with international greencertification organizations and service providers to develop services in the field ofgreen carbon footprint.Our mission is to realize better needs with new

297、material innovation:to serve the scientificresearch and innovation system and empower the mining industry,and to bring value tothe industry chain for the mining industry:We use the“end-to-end”industrial system to better realize demand,build a newmaterial innovation system,serve innovative materials,

298、and get market application assoon as possible,thus bringing better experience to customers who need it;and We provide“end-to-end”services,take green economy as the direction,and combineservices in the field of carbon footprint to bring more industrial value to sourceresource companies.d)We bring the

299、 return of manufacturing and the rise of regional industrial development todeveloping countries and the United States with our“end-to-end”approach.e)We provide our clients with development and compliance services for healthy living andhealthy business.Our Strategy First,TPE,TPR,TPV and other materia

300、ls have a wide range of industrial applications,ourshareholder and founder have deep experiences in the materials industry and the applicationof industry precipitation.We take“TPE,TPR,TPV”as the pivot point,and build up the“end-to-end”industrial chain service in different fields,such as“daily househ

301、old,childrens toys,medical consumables,construction industry,tool handles,sports equipment,electroniccommunications,office furniture,automobile parts,medical equipment”and so on.We haveformed an industry chain service system of“one unit and multiple points”to meet differentcustomer needs.Meanwhile,w

302、e also strengthen our industry chain integration ability to formour own industry barriers.Second,we rely on the accumulated industrial chain service capabilities,take end demand asthe orientation,and combine with a wide range of application scenarios to build R&Dlaboratories based on targeted resear

303、ch capabilities on the basis of needs and scenarios andnew materials of the future.In this way,we will provide greener,more technological andefficient materials to support the future of human development,and provide innovativesupport for human beings to realize their dreams.Third,with respect to the

304、“end-to-end”cooperation and the worlds global climatecooperation,we will build a carbon footprint and green service chain from“resources”to“applications”,serving every partner with green economy awareness and providing them withprofessional,one-stop green services,thus contributing to the realizatio

305、n of green industrialupgrading.Fourth,around the upgrade and development of the global industrial supply chain,combinedwith a more effective layout of the worlds industrialization,we take the green industry anda)1)2)3)b)1)2)2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz202

306、50703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm22/37economic development as the basis,combined with the new material science and technologyindustry,and supported by realization of the application scenario demand,we build industrialdevelopment empowerment

307、 for the worlds industrially underdeveloped regions,meanwhilepromote the return of high-end manufacturing for the U.S.,thus linking the industrial systemunder the global framework with high-end manufacturing and regional empowerment.Fifth,we use industrial Internet technology+digital technology+arti

308、ficial intelligence tobuild an efficient industrial synergy platform.On this basis,we carry out the cooperationamong the advantageous production capacity collaboration systems.With the service systemof“virtual digital economy+physical industrial production system+financial servicecalculation+scienti

309、fic and technological support”,we cooperate with partners of differentdimensions and links in the service industries of“legal service,corporate governance,capitalservice and green economy”etc.to realize the cohesion of our industry cluster.Sixth,we cooperate with advanced medical institutions in the

310、 United States to provide healthprevention mechanisms for our clients,so that our cooperative enterprises and partners cangrow healthier and their management can be more stable.Seventh,based on the capacity perspective,the Platform provides manufacturing customerswith a full range of capacity buildi

311、ng and optimization services covering capacity assessment,process design,equipment integration,production system construction,and industrialartificial intelligence and remote operation and maintenance systems.Accurate capacityassessment is the starting point of our services.We determine the appropri

312、ate production scaleand equipment configuration based on clients specific requirements and market trendforecasts.On this basis,the platform provides professional and accurate process designservices,aiming to ensure the efficiency and flexibility of the production process to adapt tothe production re

313、quirements of different products.With respect to the equipment integrationprocess,we carefully select the most appropriate production equipment and technology toensure seamless synergy between the equipment to maximize capacity utilization.At themeantime,the Platform will be responsible for the cons

314、truction and optimization of theproduction system,including the construction of automated production lines,aiming toachieve the goal of efficient and stable production.Eighth,based on our industrial accumulation and the experience and service capability of ourpartner capital system,we provide upstre

315、am and downstream enterprises in the industry withservices to enhance their internal power,including but not limited to direct investment,valueconsulting,development,operation and compliance,IPO services and REITS services,supplychain services,as well as settlements and cooperation between different

316、 currencies ofdifferent countries,so as to enable our clients to enhance their own competitiveness,thusmaking our ecosystem more vibrant.Nineth,with the help of industrial Internet of Things(IOT)technology,the Platform realizesthe comprehensive digital transformation of process design,equipment conf

317、iguration andproduction management.Combined with the advanced AI process optimization engine andremote diagnostic platform,the Platform is able to monitor the production process in realtime,quickly identify and solve potential problems,and ensure the efficient and stableoperation of the production p

318、rocess.The application of these technological tools not onlysignificantly improves production efficiency and reduces operating costs,but also strengthensthe core competitiveness of the clients in the field of intelligent manufacturing.The ultimategoal of the Platform is to help customers quickly lau

319、nch factory operations and achievestandardized mass production,so that they can stand out and occupy a favorable position inthe fierce market competition.Finally,on the basis of providing capacity building and optimization services,the Platformcan further expand its service boundaries to provide cli

320、ents with all-round supply chainsupport.With profound industry resources and professional capabilities,the Platform is ableto integrate upstream and downstream high-quality resources to build an efficient andcoordinated supply chain system.From the procurement of raw materials to the delivery offini

321、shed products,the Platform ensures the stable supply and timely delivery of raw materials,optimizes inventory levels,reduces inventory costs,and guarantees the continuity andstability of the production process through accurate supply chain management.In addition,the Platform also provides supply cha

322、in financial solutions to alleviate clients financialpressure,help clients realize cost reduction and efficiency increase in the supply chain,andfurther enhance their comprehensive competitiveness in the market.USE OF PROCEEDS We estimate that the net proceeds from this offering will be approximatel

323、y$20,000,000,afterdeducting estimated underwriting discounts,commissions,and offering expenses payable by2025/7/4 08:44sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htmhttps:/www.sec.gov/Archives/edgar/data/2075280/000207528025000001/hsfz20250703a.htm23/37us.This estimate is b

324、ased on an assumed initial offering price of$5.00 per share(excludingany exercise of the underwriters over-allotment option).There is no minimum number ofshares required to be sold for the offering to proceed.The table below reflects our current intentions regarding the use and allocation of the net

325、proceeds from this offering,based on our present plans and business conditions.However,ourmanagement will retain some flexibility and discretion in applying these net proceeds.In theevent of unforeseen circumstances or changes in business conditions,we may use theproceeds differently than described

326、in this prospectus.To the extent that the net proceeds fromthis offering are not immediately used for the stated purposes,we intend to invest them inshort-term,interest-bearing bank deposits or debt instruments.Description of UseEstimated AmountofNet Proceeds($)PercentageAcquire key core nodes based

327、 on theplatform%Establish a green cooperation fund%Invest in a wide range of multi-application start-ups and extendedindustries%Establish a supply chain fund%Total 100.00%DETERMINATION OF OFFERING PRICE The offering price per share of common stock in this offering is set at a fixed price of$5.00.Thi

328、s price was determined arbitrarily by us,based on our assessment of our financialcondition,prospects,limited operating history,and the general state of the securities market.It may not necessarily reflect our book value,assets,past operating results,financialcondition,or any other established criter

329、ia of value.DILUTION If you invest in our Common Stock,your interest will be diluted to the extent of the differencebetween the initial public offering price per share and the pro forma net tangible book valueper share after the offering.Dilution results from the fact that the offering price per sha

330、re issubstantially in excess of the book value per share attributable to the existing shareholders forour presently outstanding shares.Our net tangible book value attributable to shareholders onDecember 31,2024 was$or approximately$per share.Net tangible book value pershare as of December 31,2024 re

331、presents the amount of total assets less intangible assets andtotal liabilities,divided by the number of shares outstanding.Our post offering pro forma net tangible book value,which gives effect to receipt of the netproceeds from the offering and issuance of additional shares in the offering,but doe

332、s not takeinto consideration any other changes in our net tangible book value after December 31,2024,will be$or approximately$per share.This would result in dilution to investors in thisoffering of approximately$per share or approximately%from the assumed offeringprice of$per share.Net tangible book

333、 value per share would increase to the benefit ofpresent shareholders by$per share attributable to the purchase of the shares by investors inthis offering.The following table sets forth the estimated net tangible book value per share after theoffering and the dilution to persons purchasing shares based on the foregoing firmcommitment offering assumptions.The number of our shares had been adjustedr