F-1 1 ea0204138-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on August 26,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Park Ha Biological Technology Co.,Ltd.(Exact name of registrant as specified in its charter)_Not Applicable(Translation of Registrants Name into English)_Cayman Islands 5990 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)901&901-2,Building CPhase 2,Wuxi International Life Science Innovation Campus196 Jinghui East RoadXinwu District,Wuxi,Jiangsu ProvincePeoples Republic of China 214000 86 400 012 7562(Address,including zip code,and telephone number,including area code,of principalexecutive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168 1(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Grace Bai,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rdFloorNewYork,NY10017Telephone: 1(212)588-0022 Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022Telephone: 1 212-530-2206_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effectiveon such date as the Securities and Exchange Commission,acting pursuant to suchSection8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We will notsell these securities until the registration statement filed with the U.S.Securitiesand Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any statewhere the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED AUGUST 26,2024Park Ha Biological Technology Co.,Ltd.1,200,000Ordinary SharesThis is an initial public offering,on a firm commitment basis,of 1,200,000ordinary shares,par value$0.00002 per share(“Ordinary Shares”)of Park HaBiological Technology Co.,Ltd.(“Park Ha Cayman”),a Cayman Islands exemptedcompany.Prior to this offering,there has been no public market for our OrdinaryShares.We expect the initial public offering price will be between$5.00 and$7.00per Ordinary Share.This offering is contingent upon us listing our OrdinaryShareson Nasdaq or another national exchange.There is no guarantee or assurancethat our Ordinary Shareswill be approved for listing on theNasdaq Capital Marketor another national exchange.We have applied to list our Ordinary Shares on theNasdaq Capital Market under the symbol“PHH”.We cannot assure you that ourapplication will be approved;however,if it is not approved,we will not completethis offering.You are purchasing an interest in Park Ha Cayman,a Cayman Islands exemptedcompany and a holding company that does not engage in any operations of its own.Jiangsu Park Ha Biological Technology Co.,Ltd.(“Park Ha Jiangsu”),Shanghai ParkHa Industrial Development Co.,Ltd.(“Park Ha Shanghai”),and Wuxi XinzhanEnterprise Management Consulting Co.,Ltd.(“Xinzhan,”and collectively with Park HaJiangsu and Park Ha Shanghai,the“Operating Subsidiaries”)are indirectsubsidiaries of Park Ha Cayman and conduct operations in China.Investors will not,and may never,directly hold equity interests in our Operating Subsidiaries.Park HaCayman controls the Operating Subsidiaries through equity ownership.Any referencesto“Park Ha”are to Park Ha Cayman,the ultimate holding company,and any referencesto“we”,“us”,“our Company,”“the Company,”or“our”are to Park Ha Caymanand,in the context of describing our operations and consolidated financialinformation,to Park Ha Cayman and its subsidiaries.For more details regarding therisks regarding the Companys holding company structure,please refer to“ProspectusSummaryCorporate History and Structure”,“Corporate History and Structure”and“Risk FactorRisks related to Doing Business in the PRCPark Ha Caymanis a holding company and its ability to pay dividends is primarily dependent upon theearnings of,and distributions by,the Operating Subsidiaries”on page29 of theprospectus.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented giving effect to a forward split of our OrdinaryShares at a ratio of 1-for-5,approved by our shareholders on June 29,2024.As aresult,as of the date of this prospectus,we are authorized to issue 2,500,000,000Ordinary Shares and we have 25,000,000 Ordinary Shares issued and outstanding.Investors are cautioned that you are not buying shares of a China-basedoperating company but instead are buying shares of a Cayman Islandsholding company with operations conducted by our subsidiaries based inChina.For more details,see“Risk FactorsRisks related to doing Business inthe PRC.”Park Ha Cayman may rely on dividends and other distributions on equity paid bythe Operating Subsidiaries for its working capital and cash needs,including thefunds necessary:(i)to pay dividends or cash distributions to its shareholders,(ii)to service any debt obligations,and(iii)to pay operating expenses.If theOperating Subsidiaries incur debt on their own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to Park Ha Cayman.Asof the date of this prospectus,no dividends,distributions or transfers have beenmade between Park Ha Cayman and its Operating Subsidiaries.Nor has Park Ha Caymanmade any dividends or other distributions to its shareholders.In the future,cashproceeds raised from overseas financing activities,including this offering,may betransferred by Park Ha Cayman to the Operating Subsidiaries via capital contributionor shareholder loans,as applicable.To make loans to Park Ha Investment(Wuxi)Co.,Ltd.(“WFOE”)or the OperatingSubsidiaries,according to Matters relating to the Macro-Prudential Management ofComprehensive Cross-BorderFinancing,or PBOC Circular 9 promulgated by the PeoplesBank of China(“PBOC”),the total cross-border financing of a company shall becalculated using a risk-weightedapproach and shall not exceed the statutory foreigndebt upper limit.The statutory foreign debt upper limit shall be calculated ascapital or assets(for enterprises,net assets shall apply)multiplied by a cross-border financing leverage ratio and multiplied by a macro-prudential regulationparameter.The macro-prudentialregulation parameter is currentlyone,which may beadjusted by the PBOC and the State Administration of Foreign Exchange,or the SAFE,in the future,and the cross-borderfinancing leverage ratio is two for enterprises.Therefore,the statutory foreign debt upper limit of the loans that a PRC company canborrow from foreign companies shall be calculated at two times the borrowers netassets.When WFOE and the Operating Subsidiaries jointly apply for borrowing foreigndebt,the upper limit of borrowing shall be two times of the net assets in theconsolidated financial statement,and the Operating Subsidiaries shall make acommitment to refrain from borrowing foreign debt in their own respective names.Table of ContentsUnder existing PRC foreign exchange regulations,payment of current accountitems,such as profit distributions and trade and service-relatedforeign exchangetransactions,can be made in foreign currencies without prior approval from the SAFE,by complying with certain procedural requirements.Therefore,the OperatingSubsidiaries are able to pay dividends in foreign currencies to their parentcompanies and ultimately to Park Ha Cayman without prior approval from SAFE,subjectto the condition that the remittance of such dividends outside of the PRC complieswith certain procedures under PRC foreign exchange regulations,such as the overseasinvestment registrations by the shareholders of Park Ha Cayman or the ultimateshareholders of our corporate shareholders of Park Ha Cayman who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out ofChina to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC government may also at its discretion restrict access in thefuture to foreign currencies for current account transactions.Current PRCregulations permit each Operating Subsidiaries to pay dividends to Park Ha Caymanonly out of its accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.As of the date of this prospectus,there are norestrictions or limitations imposed by the HongKong government on the transfer ofcapital within,into and out of HongKong(including funds from HongKong to thePRC),except for transfer of funds involving money laundering and criminalactivities.Cayman Islands law prescribes that a company may only pay dividends outof its profits.The PRC has currency and capital transfer regulations that require the OperatingSubsidiaries to comply with certain requirements for the movement of capital.Park HaCayman is able to transfer cash(US Dollars)to the Operating Subsidiaries through aninvestment(by increasing the Companys registered capital in a PRC subsidiary).TheCompanys subsidiaries within China can transfer funds to each other when necessarythrough the way of current lending.The transfer of funds among companies are subjectto the Provisions of the Supreme Peoples Court on Several Issues Concerning theApplication of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August20,2020 toregulate the financing activities between natural persons,legal persons andunincorporated organizations.In the opinion of our PRC counsel,JiangsuJunjin LawFirm,the Provisions on Private Lending Cases does not prohibit using cash generatedfrom one subsidiary to fund another subsidiarys operations.We have not beennotified of any other restriction which could limit the Operating Subsidiariesability to transfer cash to another PRC subsidiaries.In addition,under PRC law,each of our PRC subsidiaries is required to set asideat least 10%of its respective after-tax profits each year,if any,to fund certainstatutory reserve funds until such reserve funds reach 50%of its registered capital.These reserves are not distributable as cash dividends.As a holding company,we may rely on dividends and other distributions on equitypaid by our subsidiaries,including those based in the PRC,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own behalfin the future,the instruments governing such debt may restrict their ability to paydividends to us.Park Ha Cayman is permitted under the laws of the Cayman Islands toprovide funding to Park Ha HK through loans or capital contributions withoutrestrictions on the amount of the funds.Park Ha HK is permitted under the respectivelaws of Hong Kong to provide funding to Park Ha Cayman through dividend distributionwithout restrictions on the amount of the funds.There are no restrictions ondividends transfers from Hong Kong to the Cayman Islands.Current PRC regulationspermit our WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.To the extent cash or assets of our business is in Hong Kong,the Chinese governmentmay,in the future,impose restrictions or limitations on our ability to transfermoney into and out of Hong Kong,to distribute earnings and pay dividends to and fromand among our subsidiaries.Such restrictions and limitations,if imposed in thefuture,may delay or hinder the expansion of our business and may affect our abilityto receive funds from our subsidiary in Hong Kong.As of the date of this prospectus,there has not been any assets or cash transfer between Park Ha Cayman and any of itssubsidiaries or among any of its subsidiaries.There has not been any dividends ordistributions made by any subsidiaries to Park Ha Cayman or by Park Ha Cayman to itsshareholders.See“Prospectus Summary Transfers of Cash to and from OurSubsidiaries”beginning on page 4 and“Consolidated Financial Statements”startingfrom page F-1.We intend to retain most,if not all,of our available funds and anyfuture earnings after this offering to the development and growth of the business inChina.We do not expect to pay dividends in the foreseeable future.Our managementmonitors the cash position of each entity within our organization regularly andprepare monthly budgets to ensure each entity has the necessary funds to fulfill itsobligation for the foreseeable future and to ensure adequate liquidity.In the eventthat there is any current or potential liquidity issue,it will be reported to ourChief Financial Officer and subject to approval by our board of directors,we willenter into an intercompany loan for the applicable subsidiary.Table of ContentsWe are subject to certain legal and operational risks associated with having allbusiness operations in China and such risks could result in a material change in ouroperations.These risks may include changes in the legal,political,and economicpolicies of the Chinese government,the relations between China and theUnited States,and Chinese or United States regulations that may materially andadversely affect our business,financial condition,results of operations and themarket price of the Ordinary Shares.Any such changes could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorand could cause the value of offered securities to significantly decline or becomeworthless.The Chinese government may intervene or influence our operations at anytime.PRC laws and regulations governing our current business operations aresometimes vague and uncertain,and therefore,these risks may result in a materialchange in our business operations and the value of our Ordinary Shares,or couldsignificantly limit or completely hinder our ability to offer or continue to offerour securities to investors and cause the value of such securities to significantlydecline or be worthless.Recently,the PRC government initiated a series ofregulatory actions and made statements to regulate business operations in China,withlittle advance notice,including cracking down on illegal activities in thesecurities market,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.Since thesestatements and regulatory actions are new,it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existingor new laws or regulations or detailed implementations and interpretations will bemodified or promulgated,if any,and the potential impact such modified or new lawsand regulations will have on our daily business operation and Park Ha Caymansability to accept foreign investments and list on the Nasdaq Capital Market.Theserisks may cause significant depreciation of the value of our Ordinary Shares,or acomplete hinderance of our ability to offer or continue to offer our securities toinvestors.See“Risk Factors Risks Related to Doing Business in the PRC”beginning on page23.Our Ordinary Shares may be prohibited from trading on a national exchange underthe Holding Foreign Companies Accountable Act(the“HFCAA”)if the Public CompanyAccounting Oversight Board(the“PCAOB”)is unable to inspect our auditors for twoconsecutiveyears beginning in 2021.On June22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,and on December29,2022,alegislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,which contained,amongother things,an identical provision to the Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three,thus reducing the timeperiod for triggering the prohibition on trading.On December 2,2021,the U.S.Securities and Exchange Commission(the“SEC”)adopted final amendments to its rules implementing the HFCAA.The rules apply toregistrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreignjurisdiction and that the PCAOB is unable to inspect or investigate(the“Commission-Identified Issuers”)and require the Commission-Identified Issuersidentified by the SEC to submit documentation and make disclosures required under theHFCAA.In addition,the final amendments established procedures the SEC will followin(i)determining whether a registrant is a“Commission-Identified Issuer”and(ii)prohibiting the trading on U.S.securities exchanges and in the over-the-countermarket of securities of a“Commission-Identified Issuer”under the HFCAA.The finalamendments are effective on January 10,2022.The SEC will begin to identify and listCommission-Identified Issuers on its website shortly after registrants begin filingtheir annual reports for 2021.Pursuant to the HFCAA,the PCAOB issued aDetermination Report on December 16,2021,which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquartered inmainland China or Hong Kong,a Special Administrative Region of the PRC,because of aposition taken by one or more authorities in the PRC or Hong Kong.In addition,thePCAOBs report identified the specific registered public accounting firms which aresubject to these determinations.On August 26,2022,the PCAOB announced that it had signed a Statement ofProtocol(the“SOP”)with the China Securities Regulatory Commission(the“CSRC”)and the Ministry of Finance of China.The SOP,together with two protocol agreementsgoverning inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspectionsand investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.The SOP Agreement remains unpublished and is subject tofurther explanation and implementation.Pursuant to the fact sheet with respect tothe SOP Agreement disclosed by the SEC,the PCAOB shall have sole discretion toselect any audit firms for inspection or investigation and the PCAOB inspectors andinvestigators shall have a right to see all audit documentation without redaction.OnDecember 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered Table of Contentspublic accounting firms headquartered in mainland China and Hong Kong and voted tovacate its previous determinations to the contrary.However,should PRC authoritiesobstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOBBoard will consider the need to issue a new determination.On December15,2022,the PCAOB announced that it was able to secure completeaccess to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and HongKong completely in 2022 and voted to vacateits previous 2021 determinations to the contrary.However,whether the PCAOB willcontinue to be able to satisfactorily conduct inspections of PCAOB-registeredpublicaccounting firms headquartered in mainland China and Hong Kong is subject touncertainties and depends on a number of factors out of our and our auditorscontrol.The PCAOB continues to demand complete access in mainland China andHongKong moving forward and is making plans to resume regular inspections in early2023 and beyond,as well as to continue pursuing ongoing investigations and initiatenew investigations as needed.The PCAOB has also indicated that it will actimmediately to consider the need to issue new determinations with the HFCAA ifneeded.Our auditor,WWC,P.C.,has been inspected by the PCAOB on a regular basis,withthe last inspection completed in October 2023,and it is not subject to thedeterminations announced by the PCAOB on December 16,2021.However,we cannotassure you whether Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographic reach or experience as it relates to the auditof our financial statements.See“Risk Factors Risks Related to Doing Business inthe PRC Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rulechanges and the HFCAA all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB”onpage 26 of this prospectus.On December 28,2021,thirteen PRC regulatory agencies,including the CyberspaceAdministration of China(the“CAC”),amended Measures for Cybersecurity Review,orNew Measures,which came into effect on February 15,2022.Pursuant to the NewMeasures,critical information infrastructure operators procuring network productsand services,and online platform operators(as opposed to“data processors”in theDraft Management Regulation)carrying out data processing activities which affect ormay affect national security,shall conduct a cybersecurity review pursuant to theprovisions therein.In addition,online platform operators possessing personalinformation of more than one million users seeking to be listed in foreign countrymust apply for a cybersecurity review.Based on the opinion of our PRC counsel,Jiangsu Junjin Law Firm,we are notdirectly subject to these regulatory actions or statements,given that:(i)as of thedate of this prospectus,the Operating Subsidiaries possess personal information ofcustomers in a number that is much less than one million users stipulated in the NewMeasures;and(ii)data processed in the business of the Operating Subsidiaries doesnot have a bearing on national security and thus may not be classified as core orimportant data by the authorities.On February17,2023,the CSRC promulgated the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialMeasures”)and five supporting guidelines(collectively,the“Overseas ListingRules”),which came into effect on March31,2023.Under the Overseas Listing Rules,domestic companies conducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filing procedures with the CSRCpursuant to the requirements of the Trial Measures within three working daysfollowing its submission of initial public offerings or listing application.We havesubmitted the initial filing documents with the CSRC in connection with this offeringon January 3,2024,and the CSRC published the notification on our completion of therequired filing procedures for this offering on June 1,2024.On the same day,thefiling results were posted on the CSRC website.On February 24,2023,the CSRC jointly with other relevant governmentalauthorities,promulgated the Confidentiality and Archives Management Provisions,which took effect on March 31,2023.According to the Confidentiality and ArchivesManagement Provisions,domestic companies,whether offering and listing securitiesoverseas directly or indirectly,must strictly abide the applicable laws andregulations when providing or publicly disclosing,either directly or through theiroverseas listed entities,documents and materials to securities services providerssuch as securities companies and accounting firms or overseas regulators in theprocess of their overseas offering and listing.If such documents or materialscontain any state secrets or government authorities work secrets,domestic companiesmust obtain the approval from competent governmental authorities according to theapplicable laws,and file with the secrecy administrative department at the samelevel with the approving governmental authority.Furthermore,the Confidentiality andArchives Management Provisions provide that securities companies and securities Table of Contentsservice providers shall fulfill the applicable legal procedures when providingoverseas regulatory institutions and other relevant institutions and individuals withdocuments or materials containing any state secrets or government authorities worksecrets or other documents or materials that,if divulged,will jeopardize nationalsecurity or public interest.Since the Confidentiality and Archives ManagementProvisions were promulgated recently,substantial uncertainties still exist withrespect to the interpretation and implementation of such provisions and how they willaffect us.Pursuant to the Trial Measures,we are required to complete the record filingrequirement with the CSRC with respect to this offering,which may materially delaythe progress of the offer of our Ordinary Shares,or even completely hinder ourability to offer or continue to offer our Ordinary Shares if we fail to complete suchfiling requirements.Since the Overseas Listing Rules are newly promulgated,and theinterpretation and implementation thereof are evolving,we cannot assure that we willbe able to complete the relevant filings in a timely manner or fulfill all theregulatory requirements thereunder.We will not complete this offering until we havecompleted our filing with the CSRC.As of the date of this prospectus,in the opinion of our PRC counsel,JiangsuJunjin Law Firm,except for the completion of record filing required by the CSRC,noother relevant PRC laws or regulations in effect require that we obtain permissionfrom any PRC authorities to issue securities to foreign investors,and we have notreceived any inquiry,notice,warning,sanction,or any regulatory objection to thisoffering from the CSRC,the CAC,or any other PRC authorities that have jurisdictionover our operations.In the event that we inadvertently concluded that relevant permissions orapprovals were not required or that we did not receive or maintain relevantpermissions or approvals required,any failure of us to fully comply with newregulatory requirements may significantly limit or completely hinder our ability tooffer or continue to offer our Ordinary Shares,cause significant disruption to ourbusiness operations,severely damage our reputation,materially and adversely affectour financial condition and results of operations and cause our Ordinary Shares tosignificantly decline in value or become worthless.See“Risk Factors RisksRelated to Doing Business in the PRC”beginning onpage 23 of this prospectus for adiscussion of these legal and operational risks that should be considered beforemaking a decision to purchase our Ordinary Shares.Park Ha Cayman isan“emerging growth company”under the federal securitieslaws and will be subject to reduced public company reporting requirements.See“Prospectus Summary Implications of Being an Emerging Growth Company”foradditional information.Upon completion of this offering,our CEO,Xiaoqiu Zhang,will beneficially ownapproximately 72.7%of the aggregate voting power of our issued and outstandingOrdinary Shares,assuming no exercise of the over-allotment option,or 72.2%,assuming full exercise of the over-allotmentoption.As a result,we will be deemeda“controlled company”for the purpose of the Nasdaq Stock Market Rules.As such,Ms.Zhang could have significant influence on determining the outcome of anycorporate transaction or other matter submitted to the shareholders for approval,including mergers,consolidations,the election of directors and other significantcorporate actions.In cases where her interests are aligned with other shareholders,she will also have the power to prevent or cause a change in control.Ms.Zhang willalso have the power to prevent or cause a change in control.See“Risk Factors Risks Related to Our Ordinary Shares and this Offering Our founder,Chairperson ofthe Board of Directors and Chief Executive Officer,Ms.Xiaoqiu Zhang,has asignificant influence over our company and future corporate decisions.Her interestsmay not always be aligned with those of other shareholders.She may engage inactivities that benefit herself at the expense of other shareholders.Thus,theremight be potential risks for conflicts of interest and the impact on internalcontrols”on page 54 of this prospectus.Although we do not intend to rely on the“controlled company”exemption underthe Nasdaq listing rules,we may elect to rely on this exemption after we completethis offering.In addition,as a foreign private issuer,the Nasdaq listing rules allow us tofollow corporate governance practice in our home country,the Cayman Islands,withrespect to appointments to our board of directors and committees in lieu of Nasdaqcorporate governance rules.Although we do not intend to rely on the foreign privateissuer exemption under the Nasdaq listing rules,we may elect to rely on thisexemption after we complete this offering.See“Risk FactorsRisks Related toour Ordinary Shares and this Offering We are a foreign private issuer within themeaning of the rules under the Exchange Act,and as such we are exempt from certainprovisions applicable to U.S.domestic public companies”and“Risk Factors RisksRelated to our Ordinary Shares and this Offering As a company incorporated in theCayman Islands,we are permitted to adopt certain home country practices in relation Table of Contentsto corporate governance matters that differ significantly from the Nasdaq listingrules”on page 56 of this prospectus.Accordingly,you may not have the sameprotections afforded to shareholders of companies that are subject to all of thecorporate governance requirements of Nasdaq.Investing in the Ordinary Shares involves risks.See“Risk Factors”beginning on page23.Per Share Total(4)Public Offering Price(1)US$6.00 US$7,200,000Underwriting Discounts(2)US$0.42 US$504,000Proceeds to the Company Before Expenses(3)US$5.58 US$6,696,000_(1)Initial public offering price per share is assumed at US$6.00,the midpoint of the estimatedrange of the initial public offering price shown on the cover page of this prospectus.(2)We have agreed to pay the underwriters(the“Underwriters”)a discount equal to 7%of thegross proceeds of this offering.For a description of other compensation to be received by theUnderwriters,see“Underwriting”beginning onpage149.(3)Excludes fees and expenses payable to the Underwriters.(4)Assumes that the Underwriters do not exercise any portion of their over-allotment option.We have granted the Underwriters an option,exercisable for 45 days after thedate of the closing of this offering,to purchase up to an additional 180,000Ordinary Shares on the same terms as the other Ordinary Shares being purchased by theUnderwriters from us.For additional information regarding our arrangement with theUnderwriters,please see“Underwriting”beginning on page 149.Neither the United States Securities and Exchange Commission nor anyother regulatory body has approved or disapproved of these securities,ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.The Underwriters expect to deliver the Ordinary Shares against payment inU.S.dollars to purchasers on or about,2024.Dawson James Securities,Inc.EF Hutton LLCThe date of this prospectus is _,2024.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Special NoteRegarding Forward-Looking Statements 22Risk Factors 23Use of Proceeds 62Dividend Policy 63Capitalization 64Dilution 65Enforceability of Civil Liabilities 66Managements Discussion and Analysis of Financial Condition and Results ofOperations 68Corporate History and Structure 85Business 86Regulation 107Management 122Related Party Transactions 127Principal Shareholders 128Description of Share Capital 129Shares Eligible for Future Sale 141Taxation 143Underwriting 149Expenses Related to this Offering 154Legal Matters 155Experts 155Where You Can Find Additional Information 155Index to the Consolidated Financial Statements F-1You should rely only on the information contained in this prospectus orin any related free-writing prospectus.We have not authorized anyone toprovide you with information different from that contained in thisprospectus or in any relatedfree-writingprospectus.We are offering tosell,and seeking offers to buy,the Ordinary Shares offered hereby,butonly under circumstances and in jurisdictions where offers and sales arepermitted and lawful to do so.The information contained in this prospectusis current only as of the date of this prospectus,regardless of the timeof delivery of this prospectus or of any sale of the Ordinary Shares.Neither we nor any of the Underwriters has taken any action that wouldpermit a public offering of the Ordinary Shares outside the UnitedStatesor permit the possession or distribution of this prospectus or anyrelated free-writing prospectus outside the United States.Personsoutside the UnitedStates who come into possession of this prospectus orany related free-writing prospectus must inform themselves about andobserve any restrictions relating to the offering of the Ordinary Sharesand the distribution of the prospectus outside the UnitedStates.Park Ha Cayman is a Cayman Islands exempted company with limitedliability and all of our outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and ExchangeCommission,or the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required tofile periodic reports and financial statements with the SEC,as frequentlyor as promptly as domestic registrants whose securities are registeredunder the Securities Exchange Act of 1934,as amended,or theExchangeAct.Until,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectuswhen acting as Underwriters and with respect to their unsold allotments orsubscriptions.iTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere inthis prospectus.This summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our Ordinary Shares.You should carefully consider,among other things,our consolidated financialstatements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented giving effect to a forward split of our OrdinaryShares at a ratio of 1-for-5,approved by our shareholders on June 29,2024.Prospectus ConventionsUnless otherwise indicated or the context requires otherwise,references inthis prospectus to:“China”or the“PRC”are to the Peoples Republic of China,includingthe special administrative regions of Hong Kong and Macau for the purposesof this prospectus only;“CSRC”are to the China Securities Regulatory Commission;“CAC”are to the Cyberspace Administration of China;“FY2023”and“FY2022”refer to fiscal years ended October 31,2023 and2022,respectively;“Hong Kong”are to Hong Kong Special Administrative Region of thePeoples Republic of China;“MOFCOM”are to the Ministry of Commerce,Peoples Republic of China;“NDRC”are to the National Development and Reform Commission,PeoplesRepublic of China;“Ordinary Shares”are to the ordinary shares of the Company,par valueUS$0.00002 per share;“Operating Subsidiaries”are to Park Ha Jiangsu,Xinzhan,and Park HaShanghai;“O2O Model”are to the Online-to-Offline Model,which is a businessstrategy involving the use of digital marketing channels to draw potentialcustomers to make purchases in brick-and-mortar stores;“Park Ha Cayman”are to Park Ha Biological Technology Co.,Ltd.,aCayman Islands exempted company limited by shares;“Park Ha Jiangsu”are to Jiangsu Park Ha Biological Technology Co.,Ltd.(also translated as“Jiangsu Puhe Biotechnology Co.,Ltd.”),a PRClimited liability company,which is a wholly owned subsidiary of WFOE;“Park Ha HK”are to Park Ha Biological Technology(HK)Co.,Limited,aHongKong company,limited by shares,which is a wholly-ownedsubsidiaryof Park Ha Cayman;“WFOE”are to Park Ha Investment(Wuxi)Co.,Ltd.,a wholly foreign-owned enterprise in the PRC and a wholly owned subsidiary of Park Ha HK;Xinzhan,Park Ha Shanghai and Park Ha Jiangsu are wholly-ownedsubsidiaries of WFOE;“Park Ha Shanghai”are to Shanghai Park Ha Industrial Development Co.,Ltd.,a PRC limited liability company,which is a wholly-owned subsidiaryof Xinzhan;“we,”“us,”“our,”“our Company,”or“the Company”are to Park HaCayman and,in the context of describing our operations and consolidatedfinancial information,to Park Ha Cayman and its subsidiaries;“Xinzhan”are to Wuxi Xinzhan Enterprise Management Consulting Co.,Ltd.,a PRC limited liability company,which is a wholly-owned subsidiaryof WFOE.1Table of ContentsThis prospectus contains translations of certain RMB amounts into U.S.dollaramounts at specified rates solely for the convenience of the US reporting.Therelevant exchange rates are listed below:For thesix monthsendedApril 30,2024 For thesix monthsendedApril 30,2023Period Ended exchange rate USD1=RMB7.2411 N/APeriod Average exchange rate USD1=RMB7.1754 USD1=RMB6.9271 For theYearEndedOctober31,2023 For theYearEndedOctober31,2022Period Ended exchange rate USD1=RMB7.2882 USD1=RMB7.3003Period Average exchange rate USD1=RMB7.0560 USD1=RMB6.6105For the sake of clarity,this prospectus follows the English naming conventionof first name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our Chief Executive Officer will bepresented as“Xiaoqiu Zhang,”even though,in Chinese,Ms.Zhangs name ispresented as“Zhang Xiaoqiu.”We have relied on statistics provided by a variety of publicly availablesources regarding Chinas expectations of growth.We did not,directly orindirectly,sponsor or participate in the publication of such materials,and thesematerials are not incorporated in this prospectus other than to the extentspecifically cited in this prospectus.We have sought to provide currentinformation in this prospectus and believe that the statistics provided in thisprospectus remain up-to-date and reliable,and these materials are not incorporatedin this prospectus other than to the extent specifically cited in this prospectus.OverviewPark Ha Cayman is a holding company incorporated in the Cayman Islands with nooperations of its own.Our Operating Subsidiaries conduct operations in China.OurOperating Subsidiaries are(i)Xinzhan,which was incorporated in Wuxi,JiangsuProvince,PRC on March31,2016 under the laws of the PRC,(ii)Park Ha Jiangsu,which was incorporated in Wuxi,Jiangsu Province,PRC on August13,2019,and(iii)Park Ha Shanghai,which was incorporated in Shanghai,PRC on April 17,2017.Our Operating Subsidiaries specialize in providing skincare and cosmeticproducts under our brand name“Park Ha”in China.Our Operating Subsidiariesdevelop our proprietary beauty products and offer complimentary after-sales beautyservices in our physical stores.Park Ha Jiangsu,in addition to operating our twophysical stores,is the research and development center focusing on skincareproducts development and improvement for sensitive skin.Xinzhan leads themarketing and promotional efforts and is the entity in charge of our franchisingbusiness.Park Ha Shanghai is a training center for our franchisee staff.As partof our value-added service for our products,our directly operated and franchisestores offer“light beauty experience”,a quick complimentary after-sales beautyservices performed in the stores.Light beauty experience is offered to ourcustomers as an effective way to demonstrate how our products are used in order todeliver best results.In addition to the two stores directly operated by Park Ha Jiangsu,as of April30,2024,October 31,2023 and 2022,we had 43,38,and 49 franchisees in China,ofwhich 41,36 and 45 franchisees operate under the store name“Park Ha”.As ofApril 30,2024,October 31,2023 and 2022,we had 2,2,and 4 franchisees operateunder a different brand name,“Geni”or“歌 妮”.Xinzhan has entered intosupplemental agreements with these franchisees that operate stores under adifferent brand name,pursuant to which each such franchise is allowed to keep theexisting store name and not to change the store name to“Park Ha”.Two of thefranchisees operating under the“Geni”or“歌 妮”brand terminated theirfranchise contracts with us in the year ended October 31,2023.Our revenues mainly consist of(i)products sales and(ii)franchise fees.Products sales accounted for 35%of the total revenue and franchise fees accountedfor 65%of the total revenue for the six months ended April 30,2024.Productssales accounted for 16%of the total revenue and franchise fees accounted for 84%of the total revenue for the six months ended April 30,2023.For the fiscal yearended October 31,2023,product sales accounted for 26%of2Table of Contentsthe total revenue and franchise fees accounted for 74%of the total revenue.Ourtotal revenue was$852,928 for the six months ended April 30,2024 as compared to$1,371,587 for the six months ended April 30,2023,representing a decrease of$518,659.00,or 37.81%.The decrease was primarily due to the decrease in thefranchise fees.For the fiscal year ended October 31,2022,product sales accountedfor 51%of the total revenue and franchise fees accounted for 49%of the totalrevenue.Our total revenue was$2,459,102 for the year ended October 31,2023 ascompared to$1,919,389 for the year ended October 31,2022,representing anincrease of$539,713,or 28.12%.The increase was primarily due to the increase infranchise fees.Our products sales revenue increased by$75,739,or 33.63%,from$225,219 forthe six months ended April 30,2023,to$300,958 for the six months ended April 30,2024,which was primarily attributable to introduction of new products during thesix months ended April 30,2024.Our products sales revenue decreased by$333,090,or 33.93%,from$981,835 for the year ended October 31,2022,to$648,745 for theyear ended October 31,2023,which was primarily attributable to a decrease in thenumber of our franchisees,which were authorized to sell our products from the“Park Ha”brand.The decrease in the number of our franchisees resulted from theirfinancial difficulties due to the recurrence of the COVID-19 pandemic at the end of2022.Our franchise fee decreased by$594,398,from$1,146,368 for the six monthsended April 30,2023 to$551,970 for the six months ended April 30,2024.Ourfranchise fees increased by$872,803,or 93.09%,from$937,554 for the year endedOctober 31,2022 to$1,810,357 for the year ended October 31,2023,which wasprimarily due to the majority of our franchise fees received from our franchiseesas of October 31,2022 that were recognized in 2023 because those franchiseesstarted collaboration with us since April 2022 and the average correspondingrecognition of franchise fees was less than 6 months for the fiscal year endedOctober 31,2022.Our net income decreased by$450,896,or 90.22%,to$48,900 for the six monthsended April 30,2024,from$499,796 for the six months ended April 30,2023.Ournet income increased by$660,744,or 345.40%,to$852,042 for the year endedOctober 31,2023,from$191,298 for the year ended October 31,2022.The increasewas primarily attributed to the increased revenue in franchise fees with arelatively high gross profit.Corporate history and structurePark Ha Cayman is a holding company with no operations of its own.OurOperating Subsidiaries conduct operations in the PRC.The Ordinary Shares offeredin this prospectus are those of Park Ha Cayman,the holding company,not shares ofthe Operating Subsidiaries.Investors will not and may never directly hold equityinterests in our Operating Subsidiaries.The following diagram shows our corporate structure as of the date of thisprospectus and after giving effect to the sales of Ordinary Shares in this offering(assuming no exercise of the over-allotment option),including our mainsubsidiaries and consolidated affiliated entities:3Table of ContentsPark Ha Biological Technology Co.,Ltd.,a Cayman Islands exempted company withlimited liability,was incorporated on October11,2022.It is a holding companyand is not actively engaged in any business as of the date of this prospectus.Under its amended and restated memorandum and articles of association,Park HaCaymanis authorized to issue 2,500,000,000Ordinary Shares,par value$0.00002per Ordinary Share.As of the date of this prospectus,there are 25,000,000 issuedand outstanding Ordinary Shares.Park Has registered office is at HarneysFiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman,KY1-1002,Cayman Islands.Park Ha HK was incorporated on October25,2022,under the laws of HongKong.Park Ha HK is a HongKong limited company and a wholly owned subsidiary of Park HaCayman.Park Ha HK is a holding company and does not have any operations.WFOE was incorporated on May5,2023,under the laws of the Peoples Republicof China.WFOE is a limited liability company,and a wholly-owned subsidiary ofPark Ha HK.WFOE is a holding company and does not have any operations.Park Ha Jiangsu was incorporated on August13,2019 under the laws of thePeoples Republic of China as a limited company and is a wholly owned subsidiary ofWFOE.Xinzhan was incorporated on March31,2016 under the laws of the PeoplesRepublic of China and is a wholly owned subsidiary of WFOE.Park Ha Shanghai was incorporated on April17,2017 under the laws of thePeoples Republic of China.Park Ha Shanghai is a wholly owned subsidiary ofXinzhan.On June 29,2024,the Company effected a forward split of our Ordinary Sharesat a ratio of 1-for-5.As a result,as of the date of this prospectus,we areauthorized to issue 2,500,000,000 Ordinary Shares and we have 25,000,000 OrdinaryShares issued and outstanding.Transfersof cash to and from our subsidiariesOur management monitors the cash position of each entity within ourorganization regularly and prepares budgets on a monthly basis to ensure eachentity has the necessary funds to fulfill its obligation for the foreseeable futureand to provide adequate liquidity.In the event that there is a need for cash or apotential liquidity issue,it will be reported to our Chief Financial Officer andsubject to approval by our board of directors,we will enter into an intercompanyloan for the applicable subsidiary in accordance with the applicable PRC laws andregulations.However,the funds or assets may not be available to fund operationsor for other use outside of the PRC or Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of us or our subsidiariesby the PRC government to transfer cash or assets.Park Ha Cayman will need to fundits activities by self-financing in the absence of dividends from the PRCsubsidiaries.Under existing PRC foreign exchange regulations,payment of currentaccount items,such as profit distributions and trade and service-related foreignexchange transactions,can be made in foreign currencies without prior approvalfrom the State Administration of Foreign Exchange,or the SAFE,by complying withcertain procedural requirements.Therefore,our PRC subsidiaries are able to paydividends in foreign currencies to us without prior approval from SAFE,subject tothe condition that the remittance of such dividends outside of the PRC complieswith certain procedures under PRC foreign exchange regulations,such as theoverseas investment registrations by our shareholders or the ultimate shareholdersof our corporate shareholders who are PRC residents.Approval from,or registrationwith,appropriate government authorities is,however,required where the RMB is tobe converted into foreign currency and remitted out of China to pay capitalexpenses such as the repayment of loans denominated in foreign currencies.The PRCgovernment may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRCsubsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposedby the HongKong government on the transfer of capital within,into and out ofHongKong(including funds from HongKong to the PRC),except for transfer offunds involving money laundering and criminal activities.Currently,our subsidiaryin Hong Kong,Park Ha HK,is a holding company with no operations of its own.We donot have any assets in Hong Kong as of the date of this prospectus.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits or sharepremium,and that a company may only pay dividends if,immediately following thedate on which the dividend is paid,the company remains able to pay its debts asthey fall due in the ordinary course of business.Other than that,there are norestrictions on Park Ha Caymans ability to pay dividends to its shareholders.4Table of ContentsAs a holding company,we may rely on dividends and other distributions onequity paid by our subsidiaries,including those based in the PRC,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its ownbehalf in the future,the instruments governing such debt may restrict theirability to pay dividends to us.Park Ha Cayman is permitted under the laws of theCayman Islands to provide funding to our subsidiary incorporated in Hong Kongthrough loans or capital contributions without restrictions on the amount of thefunds.Park Ha HK is permitted under the respective laws of Hong Kong to providefunding to Park Ha Cayman through dividend distribution without restrictions on theamount of the funds.There are no restrictions on dividends transfers from HongKong to the Cayman Islands.There are currently no restrictions imposed by the HongKong government on the transfer of capital within,into and out of Hong Kong.Tothe extent cash or assets of our business is in Hong Kong,the Chinese governmentmay,in the future,impose restrictions or limitations on our ability to transfermoney into and out of Hong Kong,to distribute earnings and pay dividends to andfrom and among our subsidiaries.Such restrictions and limitations,if imposed inthe future,may delay or hinder the expansion of our business and may affect ourability to receive funds from our subsidiary in Hong Kong.Current PRC regulations permit our WFOE to pay dividends to the Company onlyout of its accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.To transfer cash from Park Ha HK to WFOE,Park Ha HK can increase itsregistered capital in WFOE,which requires a report with the local commercedepartment,the registration with the local administration for market regulationand registration with a local bank authorized by SAFE,or through a shareholderloan,which requires a registration with SAFE or its local bureau.Aside from theaforesaid declaration to the relevant authorities,there is no restriction orlimitations on such cash transfer.The PRC has currency and capital transfer regulations that require us to complywith certain requirements for the movement of capital.The Company is able totransfer cash(US Dollars)to its PRC subsidiaries through an investment(byincreasing the Companys registered capital in a PRC subsidiary).The Companyssubsidiaries within China can transfer funds to each other when necessary throughthe way of current lending.The transfer of funds among companies are subject tothe Provisions on Private Lending Cases,which was implemented on August20,2020to regulate the financing activities between natural persons,legal persons andunincorporated organizations.In the opinion of our PRC counsel,Jiangsu Junjin LawFirm,the Provisions on Private Lending Cases does not prohibit using cashgenerated from one subsidiary to fund another subsidiarys operations.We have notbeen notified of any other restriction which could limit our PRC subsidiariesability to transfer cash between PRC subsidiaries.The Companys subsidiaries inthe PRC have not transferred any earnings or cash to the Company to date.As of thedate of this prospectus,there has not been any assets or cash transfer between theCompany and its subsidiaries.As of the date of this prospectus,there has not beenany dividends or distributions made to US investors.The Companys business isprimarily conducted through its subsidiaries.The Company is a holding company,andits material assets consist solely of the ownership interests held in its PRCsubsidiaries.The Company may rely on dividends paid by its subsidiaries for itsworking capital and cash needs,including the funds necessary:(i)to pay dividendsor cash distributions to its shareholders,(ii)to service any debt obligations,and(iii)to pay operating expenses.As a result of PRC laws and regulations(notedbelow)that require annual appropriations of 10%of after-tax income to be setaside in a general reserve fund prior to payment of dividends,the Companys PRCsubsidiaries are restricted in that respect,as well as in other respects notedbelow,in their ability to transfer a portion of their net assets to the Company asa dividend.With respect to transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRC subsidiary requires the filingof the local commerce department,while a shareholder loan requires a filing withthe State Administration of Foreign Exchange or its local bureau.Aside from thedeclaration to the State Administration of Foreign Exchange,there is norestriction or limitations on such cash transfer or earnings distribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out ofaccumulated profits,as determined in accordance with accounting standardsand PRC regulations(an in-depth description of the PRC regulations is setforth below);5Table of Contents2.Our PRC subsidiaries are required to set aside,at a minimum,10%of theirnet income after taxes,based on PRC accounting standards,each year asstatutory surplus reserves until the cumulative amount of such reservesreaches 50%of their registered capital;3.Such reserves may not be distributed as cash dividends;4.Our PRC subsidiaries may also allocate a portion of their after-taxprofits to fund their staff welfare and bonus funds;except in the eventof a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in a Common Welfare Fund;and5.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay stockholder dividends or makeother cash distributions.If,for the reasons noted above,our subsidiaries are unable to pay shareholderdividends and/or make other cash payments to the Company when needed,the Companysability to conduct operations,make investments,engage in acquisitions,orundertake other activities requiring working capital may be materially andadversely affected.However,our operations and business,including investmentand/or acquisitions by our subsidiaries within China,will not be affected as longas the capital is not transferred in or out of the PRC.For the foreseeable future,the funds raised through this offering will be usedby the Chinese operating subsidiaries for research and development,to develop newproducts and to expand its production capacity.As a result,we do not expect topay any cash dividends in the foreseeable future.Also,as of the date of thisprospectus,no cash generated from one subsidiary is used to fund anothersubsidiarys operations and we do not anticipate any difficulties or limitations onour ability to transfer cash between subsidiaries.As of the date of this prospectus,no dividends,distributions,or transfershave been made between Park Ha Cayman and any of its subsidiaries or among any ofits subsidiaries.In addition,there has not been any dividends or distributionsmade by any subsidiaries to Park Ha Cayman.Park Ha Cayman has not distributeddividends to its shareholders.Dividend PolicyWe anticipate that we will retain any earnings to support operations and tofinance the growth and development of our business after the Companys initialpublic offering.Therefore,we do not expect to pay cash dividends in theforeseeable future.Any future determination relating to our dividend policy willbe made at the discretion of our board of directors and will depend on a number offactors,including future earnings,capital requirements,financial condition andfuture prospects and other factors the board of directors may deem relevant.As ofthe date of this prospectus,we have not paid any dividends or distributions to ourshareholders.As of the date of this prospectus,Park Ha Cayman has not made anydividends or distribution to its shareholders.Our ProductsOur Operating Subsidiaries specialize in personalized skincare,offeringprivate label skincare products and customized skincare services.We also expandour reach through a franchise model.Park Ha Jiangsu has developed a full range of skincare products under the“Park Ha”brand by conducting our own research and development and collaboratingwith research institutes and laboratories to improve our technology and develop newproducts.Park Ha Jiangsu then contracts with third-party manufacturers to produceskincare products according to the formulas provided by such third-partymanufacturers,while closely controlling the ingredients used in the process andthe quality of the finished goods.The third-party manufacturers have obtained andmaintained licenses for cosmetic production.Our product line ranges from basic skin physical protection,exfoliation,andsebum film repairing to surface microecological balance and anti-aging.Ourproducts include nearly 200 products divided into 18 series,covering almost allcommon categories in the skincare industry.Our star products,“Little BlueInjection Serum”and a series of freeze-dried powders have been the best receivedby consumers.The“Little Blue Injection Serum”contains multiple peptide activesubstance and other ingredients,and is designed to hydrate and moisturize,brighten,and firm the skin.The lyophilized powder contains ingredients such asfibronectin and cherry blossom extract,designed to make skin firmer and moretender.We believe that our cosmetic products under the“Park Ha”brand are notintended to prevent,treat or cure diseases or medical conditions,and thereforefall into the category of“ordinary cosmetics”as defined under the Regulation onthe Supervision and Administration of Cosmetics in China,or the Supervision6Table of ContentsRegulations,which was promulgated by the State Council on June 16,2020 and becameeffective on January 1,2021.Pursuant to the Supervision Regulations,the NationalMedical Products Administration(the“NMPA”)implements registration managementfor special cosmetics and record-filing management for ordinary cosmetics.As aresult,we are only required to complete the record-filing for our products and arenot required to complete the registration with the NMPA.In addition,ourfranchisees sell a third-party brand product“whitening and freckle removingfreeze-dried powder”,which is considered special cosmetics.The manufacturer ofthe product“whitening and freckle removing freeze-dried powder,”Guangzhou AxinaCosmetics Manufacturing Co.,Ltd.,has completed the registration with the NMPA forthis product.We are not required to obtain separate approvals for the sale andmarketing of this product.Except for the aforementioned third-party brand product,as of the date of this prospectus,the record-filing for all of our products havebeen completed before they were marketed.No further approval or permission fromNMPA is required for the manufacture,marketing and sale of our products.Fordetails,see“Regulation Regulations Relating to Cosmetic Products”.Research and Development(R&D)Park Ha Jiangsu is our research and development center.In addition,we alsoconduct research and development in collaboration with the research institutes andlaboratories of Jiangnan University,a public university located in JiangsuProvince,China.Pursuant to the Technology Service Agreement and SupplementalTechnology Service Agreement(collectively,the“Jiangnan University Agreements”)between Park Ha Jiangsu and Jiangnan University,Jiangnan University is contractedto assist Park Ha Jiangsu in the research and development of protein microbialactivity monitoring system(the“Research Project”)for the development of newproducts in the future at the consideration of RMB 20,000(approximately USD3,125).As of the date of this prospectus,we have paid RMB 10,000 in accordancewith the terms of the Jiangnan University Agreements.Besides,the JiangnanUniversity Agreements provide that Park Ha Jiangsu and Jiangnan University shalljointly own,on a 50-50 basis,the rights and interests to all newly generatedintellectual property in all tangible materials,information and data developedduring the performance of the Jiangnan University Agreements and that Park HaJiangsu shall have exclusive right to use any newly-generated intellectual propertyunder the Jiangnan University Agreements.As of the date of this prospectus,Jiangnan University has not published any findings or results of the ResearchProject and no intellectual property has been generated to date.The Agreement iseffective until December 31,2024.We do not plan to renew the Jiangnan UniversityAgreements.However,if we were not to renew the agreements with JiangnanUniversity,there is no assurance that we would not experience a disruption in ourR&D pipeline and that we would still have access to the intellectual propertyrights,data,or research outcomes developed during the term of the JiangnanUniversity Agreements.Furthermore,we cannot guarantee that our ability toinnovate and develop new products would not be affected if the Jiangnan UniversityAgreements were not renewed,and we cannot assure you there would not be anyadverse impacts on our competitiveness and reputations.For the material terms ofthe Agreement,please see“Business Research and Development(R&D).”Our Franchise ModelAs of April 30,2024,October 31,2023 and 2022,we had 43,38 and 49franchisees in China,of which 41,36 and 45 franchisees operate under the storename“Park Ha”.As of April 30,2024,October 31,2023 and 2022,we had 2,2,and4 franchisees operate under a different brand name,“Geni”or“歌妮”,two ofwhich terminated their franchise agreements with us during the fiscal year endedOctober 31,2023.The decrease in the number of franchisees during the 2023 fiscalyear was primarily due to some of our franchisees inability to maintain theirbusiness operations under the strict COVID-19 lockdown measures in China,whichwere subsequently lifted and we believe are unlikely to cause major disruption toour future business operations.Xinzhan enters into franchise agreements with itsfranchisees,which grant the franchisees the permission to open a store and operateits business under the brand name“Park Ha”in a specific geographic area.Xinzhanhas entered into supplemental agreements with these franchisees that operate storesunder the“Geni”or“歌 妮”brand,pursuant to which each such franchise isallowed to keep the existing store name and not to change the store name to“ParkHa”.The franchisees operating under the“Geni”or“歌妮”brand sell productsfrom the“Park Ha”brand and other third-party brands with Xinzhans permission.Park Ha Shanghai provides monthly training for the beauticians of each franchise.The training courses include skin physiology,“Park Ha”product theory,storeoperation skills,standardized user manual for stores,procurement and storemanagement.After each months training,an assessment of these beauticians isconducted.Park Ha Shanghai also provides training courses for franchisees,withsubjects including industry trends,customer development skills,new productreleases,among others.7Table of ContentsWe utilize various channels such as Douyin,Meiye Observation and beautydata.ai(beauty industry websites),Baidu online advertising and other platforms,topublish advertisements highlighting franchisee preferential pricing to attractpotential franchisees.The Operating Subsidiaries participate in beauty industryexhibitions and events,such as the China Beauty Expo,where we introduce ourproducts and services and engage in face-to-face communication with potentialfranchisees.Some existing franchisees also become promoters of the“Park Ha”brand by introducing potential franchisees to us.Additionally,the OperatingSubsidiaries organize franchise promotion events periodically in physical stores toattract potential franchisees.Xinzhan is entitled to an annual franchisee fee in the amount of RMB 100,000,RMB 550,000 or RMB2,000,000,depending on the size of the franchise and the citywhere it is located,payable within 30 business days from execution of thefranchise agreement and within 30 business days of each anniversary date ofexecution thereafter.Our franchise agreement typically lasts for three years andcan be renewed upon both parties mutual consent.Xinzhan has rights to terminatethe franchise agreement for cause if the franchisee significantly breaches theagreement.The franchisee may submit written notice to Xinzhan for approval if thefranchisee desires to terminate the franchise agreement prior to its expiration.Our SuppliersFor the six months ended April 30,2024,there were four suppliers whoaccounted for 10%or more of the Companys total purchases and such suppliersaccounted for approximately 19%,16%,12%and 10%of our total purchase,respectively.For the six months ended April 30,2023,there was one supplier whoaccounted for 10%or more of the Companys total purchases and such supplieraccounted for approximately 61%of our total purchases.For the year ended October31,2023,there was one supplier who accounted for 10%or more of the Companystotal purchases and such supplier accounted for approximately 58%of our totalpurchases.For the year ended October 31,2022,there were two suppliers whoaccounted for 10%or more of the Companys total purchases and such suppliersaccounted for approximately 36%and 11%of our total purchases,respectively.Our CustomersThe majority of our customers are franchisees and retail customers in theskincare industry.For the six months ended April 30,2024,there were twocustomers who accounted for 10%or more of the Companys total purchases and suchcustomers accounted for approximately 14%and 15%of our total revenue,respectively.For the six months ended April 30,2023,none of our customersaccounted for 10%or more of our total revenue.For the year ended October 31,2023,two customers accounted for approximately 10%or more of our total revenue,respectively and such customers accounted for approximately 10%and 10%of ourtotal revenue,respectively.For the year ended October 31,2022,no customeraccounted for more than 10%of our total revenue.As of April 30,2024,the stores,including directly-operated stores and franchisees,are mostly located in first-,second-and third-tier cities in various provinces in China,including AnhuiProvince,Jiangsu Province,Hainan Province,Henan Province,Shanxi Province,Shandong Province,Liaoning Province,Guizhou Province,Shaanxi Province,SichuanProvince,Heilongjiang Province,Zhejiang Province,Tianjin Province,HebeiProvince and Guangdong Province.Our Growth StrategiesOur growth strategies include the following:Strengthening the development of own products.We plan toexpand our partnership with scientific research institutions to developnew skincare raw materials and products,and expand the scope of servicesto existing customers and acquire new customers by continually makingsignificant investments in R&D.Improving our Training Practice.We plan to open vocationaltraining schools to provide professional training to our franchisee staffand to set up an internal training institute on beauty treatment toadvance existing talents at the headquarters.Enhance our social media-based sales and marketing capabilities We will continue to seek to improve brand awareness by using socialmedia platforms,such as Douyin,RED and WeChat video,to promote ourbrand and attract potential future customers and franchisees.Improve supply chain capacity In order to meet the rapidly growingcustomer demand,Park Ha Jiangsu have partnered with additional third-party manufacturers to increase production and shorten wait time.We alsoplan to establish partnerships with third-party warehouse and distributioncenters to support our businesses.8Table of ContentsSeek strategic investment,acquisition and other cooperation We will evaluate and selectively seek strategic alliances,investment andacquisition opportunities in the beauty industry across China to lowerproduction cost and increase future profit margin.We will considerpotential opportunities in the entire beauty value chain to complement andsupplement our existing services.Competitive AdvantagesWe are committed to providing our customers with high quality services.Webelieve we have several competitive advantages that will enable us to maintain andfurther improve our market position in the industry.These include:An innovative social marketing modelWe have successfully established a regional brand effect through a socialmarketing model.We help our franchisees organize local salon activities,buildproduct experience models,offer awards on promotion,and take advantage of ourinternet promotion,to build brand awareness and drive customers to our trustedcommunity.This,in turn,attracts additional franchisees.To reach potential customers through social marketing,the OperatingSubsidiaries hold interest-based community virtual events through WeChat platformand connect people within the community who are interested in skincare products orknowledge.The Operating Subsidiaries promote our products according to ourcustomers skincare needs.Our social marketing model is designed to stimulatepotential customers desire to buy our products by reaching accurately targetedusers group who are interested in our products through community activities.Sincethis marketing is carried out within residential communities,we find it easier tobuild close ties to our target customers through community events in the long run,which we believe enhances our long-term customer loyalty.A Stable supply chain systemThe suppliers are located in Guangzhou,Shanghai,Zhejiang Province,andJiangsu Province in China.The ingredients we use for the products are supplied bylarge international and national raw material companies.We also carry outfunctional testing and compatibility testing on the raw materials used forpackaging of our products to ensure the quality of the ingredients.We conductsupplier visits and factory inspections to check whether the information theyprovide is accurate and reliable.A strong and diversified management teamOur founders have extensive experience in various industries,including beauty,fashion,retail,and the internet industries.Our CEO and CTO each has over tenyears of experience in the industry and plays essential roles in reaching out topotential customers.We believe that their experience,coupled with their profoundunderstanding of the beauty industry and their passion and determination,make themeffective business leaders.They are firmly committed to our mission and customer-oriented approach,helping more customers to solve skin problems.Risks and ChallengesThere are complex risks and challenges associated with our business operationand brand development,including the high costs of marketing efforts,intensecompetition from similar businesses,and whether we can efficiently oversee ourfranchisees daily operation,among others.Our management team has identified thefollowing as the significant risks and challenges the Company is facing:1.Intense competition in the skincare industry.We face intensecompetition in the skincare industry.We believe it is crucial toestablish our brand awareness and differentiate ourselves from ourcompetitors in order to attract new franchisees and investors.Besides,consumers tend to be more loyal to brands that they are familiar with andtrust.Having a strong brand presence would reinforce our credibility inthe eyes of consumers,and thus leading to increased customer loyalty andhigher chances of repeat purchases.2.Limited resources and great challenges in building andmaintaining a robust supply chain infrastructure.As a fast-growing company with a limited operating history,we have limitedresources and face great challenges in building and maintaining a robustsupply chain infrastructure to efficiently respond to consumer demand.OurCompany has a concentration risk related to its suppliers.As such,weface an increased risk of supply chain disruptions due to our reliance ona limited number of suppliers.We9Table of Contentsbelieve the key to a robust supply chain system lies in maintaining a goodrelationship with our existing suppliers,ensuring our suppliersconsistency in meeting our quality,quantity and delivery requirements,aswell as diversifying our suppliers.3.Challenges in maintaining product consistency andquality.Our business depends largely on the quality,effectivenessand safety of our products.Any loss of confidence on the part ofconsumers in the ingredients used in our products,whether related toproduct contamination or product safety or quality failures,actual orperceived,or inclusion of prohibited or restricted ingredients or animproper mixture of ingredients,could tarnish the image of our brand andcould cause consumers to choose other products.For more details,please refer to“Risk Factors Risks Related to OurBusiness and Industry”for more information.Sales and MarketingWe believe that our products have a strong competitive edge in Chinas beautymarket.Our CEO and CTO each has over ten years of experience in the industry andplays essential roles in reaching out to potential customers.Additionally,we haveestablished a reputation among our customers for our high-quality products,whichhelps us maintain long-term customers and attract new customers and franchisees.In addition,we also adopt a digital strategy to better engage with ourcustomers by promoting our products through increasing our marketing investment inonline communities,such as launching VR product trials,live online sales,andsocial app advertising.Since 2020,the“Park Ha”brand has established its ownofficial accounts on several established short-formed video platforms in Chinaincluding Douyin,RED,and WeChat Video,which have promoted its popularity amongthe beauty industry and consumers in China.Since 2022,“Park Ha”brand haslaunched a live channel on Douyin,which promotes our products through livestreaming and broadcasting activities.By interacting directly with consumersthrough live streaming and cutting-edge marketing channels,providing instant andcustomized content access,we have created a marketing model that we believe iswidely effective among beauty consumers in China.Risk Factors SummaryAn investment in our Ordinary Shares is subject to a number of risks,includingrisks related to our business and industry,risks related to doing business in thePRC and risks related to our Ordinary Shares and this offering.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Ordinary Shares.The following list summarizes some,but not all,of these risks.Please read the information in the section entitled“RiskFactors”,starting on page 23,for a more thorough description of these and otherrisks.Risks Related to Doing Business in the PRCTo the extent cash or assets in the business are in the PRC or Hong Kongor a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for other uses outside of the PRC or Hong Kong due tointerventions in or the imposition of restrictions and limitations on theability of us or our subsidiaries by the PRC government to transfer cashor assets.(See page 23)Uncertainties with respect to the PRC legal system,including risks anduncertainties regarding the enforcement of laws and that rules andregulations in China can change quickly with little advance notice,whichcould materially adversely affect our business.(See page 23)The PRC government may intervene or influence our Operating Subsidiariesand Hong Kong subsidiarys operations,if we decides to operate in HongKong in the future,at any time,or may exert more oversight and controlover our operations,and offerings conducted overseas and foreigninvestment in China-based issuers,which could result in a material changein our operations and/or the value of our securities.(See page 24)We are required to complete the record filing requirement with the CSRC tolist on overseas stock exchanges and may not be able to complete thefiling because the filing materials are incomplete or do not meet therequirements of the CSRC.(See page 25)10Table of ContentsRecent joint statement by the SEC and PCAOB,Nasdaqs proposed rulechanges and the HFCAA all call for additional and more stringent criteriato be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the PCAOB.(See page 26)CAC may exert greater oversight or control over data security in light ofrecent events indicating further development by the CAC over datasecurity,particularly for companies seeking to list on a foreignexchange,and we may be subject to a variety of PRC laws and otherobligations regarding data protection and any other rules,and any failureto comply with applicable laws and obligations could have a material andadverse effect on our business and the offering.(See page 27)You may experience difficulties in effecting service of process,enforcingforeign judgments or bringing actions in China against us or ourmanagement named in this prospectus based on foreign laws.(See page 28)Park Ha Cayman is a holding company and its ability to pay dividends isprimarily dependent upon the earnings of,and distributions by,theOperating Subsidiaries.(See page 29)Our results of operation may be materially and adversely affected by achange in China or the global economy.(See page 30)It may be difficult for overseas shareholders and/or regulators to conductcross-border investigation in China.(See page 31)Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may influence growth in China.(Seepage 31)Fluctuations in currency exchange rates could have a material and adverseeffect on the value of your investment.(See page 31)Changes in PRC political,economic and governmental policies may have anadverse impact on our business.(See page 31)We may be subject to civil complaints and regulatory actions under certainPRC laws and regulations relating to labor,social insurance and housingprovident funds.(See page 32)The PRC Labor Contract Law,any labor shortages,increased labor costs orother factors affecting our labor force in the PRC may adversely affectour business and results of operations.(See page 32)There are withholding tax liabilities of our PRC subsidiaries under thePRC Enterprise Income Tax Law,and dividends payable by our PRCsubsidiaries to our offshore subsidiaries may not enjoy certain treatybenefits.(See page 33)PRC regulation of loans to and direct investment in PRC entities byoffshore holding companies and governmental management of currencyconversion may delay us from remitting the proceeds of this offering intoChina through loans or additional capital contributions to our PRCsubsidiaries,thereby diminishing our ability to fund and expand ourbusiness.(See page 33)Acquisitions of Chinese companies by foreign investors may need a seriesof procedures,which could make it more difficult for us to pursue growththrough acquisitions in China.(See page 34)If we are classified as a PRC resident enterprise for PRC enterpriseincome tax purposes,such classification could result in unfavorable taxconsequences to us and our non-PRC shareholders.(See page 35)We face uncertainties with respect to indirect transfers of equityinterests in PRC resident enterprises by their non-PRC holding companies.(See page 36)PRC regulations relating to offshore investment activities by PRCresidents may limit our PRC subsidiaries ability to change theirregistered capital or distribute profits to us or otherwise expose us orour PRC resident beneficial owners to liability and penalties under PRClaws.(See page 36)11Table of ContentsWe may be exposed to liabilities under the Foreign Corrupt Practices Actand Chinese anti-corruption law.(See page 37)We may not be able to use certain of our leased properties due to failureto comply with PRC laws and regulations on leased property,which mayexpose us to potential fines and negatively affect our ability to use theproperties we lease.(See page 37)Risks Related to Our Business and IndustryThe Operating Subsidiaries operate in a dynamic industry and have alimited operating history.Our historical results of operations andfinancial performance may not be indicative of future performance.(Seepage 38)We rely on the formulas provided by our third-party manufacturers.(Seepage 39)The beauty industry is highly competitive.If we are unable to competeeffectively,we may lose our market share and our business,results ofoperations and financial condition may be materially and adverselyaffected.(See page 39)Our success is dependent on the continued popularity of our products andour ability to anticipate and respond to changes in industry trends andconsumer preferences and behavior in a timely manner.(See page 40)Our new product introductions may not be as successful as we anticipate,which could have a material adverse effect on our business,prospects,financial condition and results of operations.(See page 40)Our business depends,in part,on the quality,effectiveness and safety ofour products.(See page 41)We may not be able to successfully implement our growth strategy.(Seepage41)We may be unable to manage our growth effectively or efficiently.(Seepage42)If we are unable to provide superior customer experiences,our businessand reputation may be materially and adversely affected.(See page 42)Our Operating Subsidiaries have incurred significant costs for a varietyof sales and marketing efforts,including social media-based advertisingand heavy promotions to attract customers through multiple sales channels.If we are unable to conduct sales and marketing efforts in a cost-effective and efficient manner,our results of operations and financialconditions may be materially and adversely affected.(See page 42)Our business is subject to complex and evolving product safety laws,regulations and standards.If we fail to comply with these laws,regulations and safety standards or if our products otherwise havedefects,we may be required to recall products and may face penalties andproduct liability claims,either of which could result in unexpected costsand damage our reputation.(See page 43)Our operating results could be materially harmed if we are unable toaccurately forecast consumer demand for our products or adequately manageour inventory.(See page 43)Our operations have been,and may continue to be affected by the COVID-19pandemic.(See page 44)We rely on third-party service providers for logistics services.If theseservice providers fail to provide reliable services,our business andreputation may be adversely affected.(See page 44)Our delivery,return and exchange policies may adversely affect ourresults of operations.(See page 45)Failure to lease suitable warehouse facilities or any interruption in theoperation of the warehouse for an extended period may negatively affectthe business and results of operations.(See page 45)The expansion of stores has required and will continue to require asubstantial investment and commitment of resources,that is subject tonumerous risks and uncertainties.(See page 45)An economic downturn may adversely affect consumer discretionary spendingand demand for our products and services.(See page46)12Table of ContentsWe collect,store,process and use a variety of customer data andinformation for analysis of the changing consumer preferences and fashiontrends,which subjects us to laws and regulations related to privacy,information security and data protection.Any failure to comply with theselaws and regulations could materially and adversely harm our business.(See page46)Any data breach or security incident may lead to leaks and/or unauthorizedaccess,disclosure,or use of personal data we collect,which may hurt ourreputation and brand image,disrupt our operations,as well as materiallyand adversely affect our financial condition and results of operations.(See page 47)User misconduct on and misuse of the online consumer communities weorganize may adversely impact our brand and reputation,and may subject usto liabilities.(See page 47)The payment methods that we accept subject us to third-party payment-related risks and other risks.(See page 47)If the content we produce and distribute through online social and contentplatforms,or content available on our website,is deemed to violate PRClaws or regulations,our business and results of operations may bematerially and adversely affected.(See page 48)If our cash from operations is not sufficient to meet our current orfuture operating needs and expenditures,our business,financial conditionand results of operations may be materially and adversely affected.(Seepage 48)We may be subject to infringement claims of intellectual property rightsor other rights of third parties,which may be expensive to defend and maydisrupt our business and operations.(See page 48)If we are unable to protect our intellectual property,the value of ourbrands and other intangible assets may be diminished,and our business maybe adversely affected.(See page 49)Our employees or business partners or other parties with whom we maintainbusiness relationships may engage in misconduct or other improperactivities,which may disrupt our business,hurt our reputation andresults of operations.(See page 50)If the Operating Subsidiaries fail to obtain and maintain the requisitelicenses,permits,registrations and filings applicable to the business,or fail to obtain additional licenses,permits,registrations or filingsthat become necessary as a result of new enactment or promulgation ofgovernment policies,laws or regulations or the expansion of our business,the business and results of operations may be materially and adverselyaffected.(See page50)Disruptions in the financial markets and economic conditions could affectour ability to raise capital.(Seepage 51)Any catastrophe,including natural catastrophes,health epidemics andother outbreaks and extraordinary events,could disrupt our businessoperation.(See page 51)The continued and collaborative efforts of our senior management and keyemployees are crucial to our success,and our business may be harmed if welose their services.(See page51)We may from time to time become a party to litigation,legal disputes,claims or administrative proceedings that may materially and adverselyaffect us.(See page 51)We do not maintain any insurance to cover our assets,operations and anyloss arising from business interruptions and we may be exposed to losseswhich may adversely affect our profitability and financial position.(Seepage 52)We rely on a limited number of suppliers to provide us with the rawmaterials and ingredients we use for the products.We may not be able toobtain such supplies at competitive prices during times of high demand,which could have a material adverse effect on our business,financialcondition and results of operations.(See page 52)We derive a significant portion of our revenue from a few major customers.Any significant decrease in the demand from our largest customers for ourproducts may materially and adversely affect our financial conditions andresults of operations.(See page 52)13Table of ContentsWe are subject to the risk of non-payments or delayed payments by ourcustomers,which could affect our financial condition and results ofoperations.(See page 53)We currently contract with third-party contractors,and in some cases,asingle contractor,for all aspects of the supply,packaging,logistics,and formulation of our cosmetics products,and expected to continue to doso to support commercial scale production of our cosmetics products.Thereare significant risks associated with contracting with third-partysuppliers,including their ability to meet the increased need that mayresult from our increasing any commercialization efforts.This increasesthe risk that we will not have sufficient quantities of products or beable to obtain such quantities at an acceptable cost,which could delay,prevent or impair our development or commercialization efforts.(See page53)Our success depend on the implementation of the franchise business model.Our growth through franchising may not occur as rapidly as we anticipate.(See page 53)We could face liability from or as a result of our franchisees.(See page54)Some of the stores are not under the“Park Ha”store name and sellskincare products of other brands in addition to the“Park Ha”brandedskincare products,which could subject us to additional risks.(See page54)Risk Related to Our Ordinary Shares and this OfferingWe are,and will continue to be,a“controlled company”within themeaning of the Nasdaq Listing Rules and,as a result,may rely onexemptions from certain corporate governance requirements that provideprotection to shareholders of other companies.(See page 54)Our founder,Chairperson of the Board of Directors and Chief ExecutiveOfficer,Ms.Xiaoqiu Zhang,has a significant influence over our companyand future corporate decisions.Her interests may not always be alignedwith those of other shareholders.She may engage in activities thatbenefit herself at the expense of other shareholders.Thus,there might bepotential risks for conflicts of interest and the impact on internalcontrols.(See page 54)You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated in the Cayman Islands.(See page 55)Certain judgments obtained against us by our shareholders may not beenforceable.(See page 55)We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.(Seepage 56)As a company incorporated in the Cayman Islands,we are permitted to adoptcertain home country practices in relation to corporate governance mattersthat differ significantly from the Nasdaq listing rules.(See page 56)We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicableto U.S.domestic public companies.(See page 57)There has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you paid,or at all.(See page 57)The trading price of the Ordinary Shares is likely to be volatile.Investors may experience extreme stock price volatility,including anystock-run up,unrelated to our actual or expected operating performance,financial condition or prospects,which could result in substantial lossesto investors and make it difficult for prospective investors to assess therapidly changing value of our Ordinary Shares.(See page 57)If securities or industry analysts cease to publish research or reportsabout our business,or if they adversely change their recommendationsregarding the Ordinary Shares,the market price for the Ordinary Sharesand trading volume could decline.(See page 58)We currently do not expect to pay dividends in the foreseeable futureafter this offering and you must rely on price appreciation of ourOrdinary Shares for return on your investment.(See page 59)14Table of ContentsBecause our initial public offering price is substantially higher than ournet tangible book value per share,you will experience immediate andsubstantial dilution.(See page 59)There can be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for U.S.federal income tax purposes for any taxableyear,which could result in adverse U.S.federal income tax consequencesto U.S.holders of the Ordinary Shares.(See page 59)We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”(See page 60)If we fail to establish and maintain proper internal financial reportingcontrols,our ability to produce accurate financial statements or complywith applicable regulations could be impaired.(See page 60)Nasdaq may apply additional and more stringent criteria for our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of the companys listed securities.(See page 61)Holding Foreign Companies Accountable ActOur Ordinary Shares may be prohibited from trading on a national exchange underthe HFCAA if the PCAOB is unable to inspect our auditors for two consecutiveyears.On June 22,2021,the U.S.Senate passed the Accelerating Holding ForeignCompanies Accountable Act,and on December 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law,which contained,among other things,an identical provision tothe Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA byrequiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggeringthe prohibition on trading.On December2,2021,the SEC adopted final amendmentsto its rules implementing the HFCAA.The rules apply to registrants the SECidentifies as having filed an annual report with an audit report issued by aregistered public accounting firm that is located in a foreign jurisdiction andthat the PCAOB is unable to inspect or investigate(Commission-IdentifiedIssuers)and require Commission-Identified Issuers identified by the SEC to submitdocumentation and make disclosures required under the HFCAA.In addition,the finalamendments also establish procedures the SEC will follow in(i)determining whethera registrant is a“Commission-Identified Issuer”and(ii)prohibiting thetrading on U.S.securities exchanges and in the over-the-counter market ofsecurities of a“Commission-Identified Issuer”under the HFCAA.The finalamendments were effective on January10,2022.The SEC has begun to identify andlist Commission-IdentifiedIssuers on its website shortly after registrants beginfiling their annual reports for 2021.Pursuant to the HFCAA,the PCAOB issued aDetermination Report on December16,2021,which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquarteredin mainland China or HongKong,a Special Administrative Region of the PRC,becauseof a position taken by one or more authorities in the PRC or Hong Kong.Inaddition,the PCAOBs report identified the specific registered public accountingfirms which are subject to these determinations.The SOP,together with two protocol agreements governing inspections andinvestigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.On December 15,2022,the PCAOB announced that it was able to securecomplete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong.However,whether the PCAOB will continue to be able tosatisfactorily conduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties anddepends on a number of factors out of our and our auditors control.The PCAOBcontinues to demand complete access in mainland China and Hong Kong moving forwardand is making plans to resume regular inspections in early 2023 and beyond,as wellas to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider theneed to issue new determinations with the HFCAA if needed.15Table of ContentsOur auditor,WWC,P.C.,has been inspected by the PCAOB on a regular basis,with the last inspection completed in October 2023,and it is not subject to thedeterminations announced by the PCAOB on December 16,2021.However,we cannotassure you whether Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographic reach or experience as it relates to the auditof our financial statements.See“Risk Factors Risks Related to Doing Businessin the PRC Rece
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F-1 1 ea0210394-f1_huachenai.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on August 14,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Huachen AI Parking Management Technology Holding Co.,Ltd(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 3990 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.1018 Haihe Road,Dushangang TownPinghu City,JiaxingZhejiang Province,China 314205 86 68368658(Address,including zip code,and telephone number,including area code,of principal executive offices)Cogency Global Inc.122 East 42nd Street,8th FloorNew York,New York 10168800-221-0102(Name,address,including zip code,and telephonenumber,including area code,of agent for service)Copies to:William S.Rosenstadt,Esq.Shane Wu,Esq.Mengyi“Jason”Ye,Esq.Ross David Carmel,Esq.Yuning“Grace”Bai,Esq.Sichenzia Ross Ference Carmel LLPOrtoli Rosenstadt LLP 1185 Avenue of the Americas366 Madison Avenue,3rd Floor 31st Floor,New York,NY 10036New York,NY 10017 Tel: 1(212)930-9700Tel: 1(212)588-0022 Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this RegistrationStatement.If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission,acting pursuant to said Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We will not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer tobuy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED AUGUST 14,2024 Huachen AI Parking Management Technology Holding Co.,Ltd 5,000,000 Ordinary Shares This is the initial public offering of the ordinary shares,par value$0.00000125(the“Ordinary Shares”)of Huachen AI ParkingManagement Technology Holding Co.,Ltd(this“Offering”).Prior to this Offering,there has been no public market for our Ordinary Shares.Weexpect the offering price to be between$4.00 and$6.00 per Ordinary Share.We plan to apply to list our Ordinary Shares on the Nasdaq GlobalMarket(“Nasdaq”)under the symbol“HCAI.”This offering is conditioned upon the approval of listing of Nasdaq,and if it is not approved byNasdaq,we will not proceed with this offering.There is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Throughout this prospectus,unless the context indicates otherwise,any references to“we,”“us,”“our,”“Huachen Cayman,”“ourCompany,”and the“Company”are to Huachen AI Parking Management Technology Holding Co.,Ltd,a Cayman Islands exempted company,andwhen describing Huachen Caymans consolidated financial information for the fiscal years ended December 31,2023 and 2022,also includeHuachen Caymans subsidiaries.References to“PRC subsidiaries”are to Huachen Caymans subsidiaries established under the laws of thePeoples Republic of China(the“PRC”),including Hua Chen WOFE,indirectly wholly owned by the Huachen Cayman,Zhejiang Hua Chen Tech,indirectly 90.02%owned by Huachen Cayman,and Shanghai TD Parking,Shanghai TD Parking,Shanghai Yufeng,Shanghai TP Parking,andShanghai TD Installation,each indirectly 74.63%owned by Huachen Cayman.References to the“Operating Subsidiaries”are to Zhejiang HuaChen Tech,Shanghai TD Manufacturing,Shanghai TD Parking,Shanghai TD Parking,Shanghai Yufeng,Shanghai TP Parking,and Shanghai TDInstallation.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented giving effect to a forwardsplit of our Ordinary Shares at a ratio of 1-for-800,and the cancellation of certain authorized but unissued Ordinary Shares and diminution of theCompanys authorized share capital to$250 divided into 200,000,000 shares of a par value of$0.00000125,approved by our shareholders onAugust 12,2024 and a surrender of 10,000,000 Ordinary Shares,approved by our board of directors on August 12,2024.Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in the PRC by itsoperating subsidiary.Huachen Cayman is a Cayman Islands holding company and does not conduct any operations of its own.The Operating Subsidiariesconduct operations in China.Huachen Cayman controls its subsidiaries through equity ownership and does not use a variable interest structure.Due to our corporate structure as a Cayman Islands holding company with operations conducted by the Operating Subsidiaries,there are uniquerisks to investors.Furthermore,Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industryin which we operate,which would likely result in a material change in our operations or a material decrease in or elimination of the value of ourOrdinary Shares.Investors should be aware that they will not directly hold equity interests in our PRC Subsidiaries,but rather only in HuachenCayman,the holding company.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantialinfluence over the manner in which we must conduct our business activities,which could result in a material change in our operations and/or thevalue of our Ordinary Shares.The Chinese government may intervene or influence our operations at any time,which could result in a materialchange in our operations and the value of our Ordinary Shares.”Investing in our Ordinary Shares involves a high degree of risk.Before buying any Ordinary Shares,you should carefully read thediscussion of material risks of investing in our ordinary shares in“Risk Factors”beginning on page 17 of this prospectus.In particular,as all of the operations are conducted through the Operating Subsidiaries,we are subject to certain legal and operational risksassociated with the operations in China,including those changes in the applicable laws/regulations and economic policies for the OperatingSubsidiaries,the relations between China and the United States,or Chinese or United States regulations may materially and adversely affect thebusiness,financial condition and results of operations.PRC laws and regulations governing the current business operations are sometimes vagueand uncertain.Therefore,these risks could result in a material change in the operations and/or the value of our Ordinary Shares or could limit ourability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.TheChina regulatory authority may legally restricted or influence the operations at any time,which could result in a material change in the operations.Recently,the China regulatory authority initiated a series of regulatory actions and statements to regulate business operations in China with littleadvance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listedoverseas using variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantialinfluence over the manner in which we must conduct our business activities,which could result in a material change in our operations and/or thevalue of our Ordinary Shares.The Chinese government may intervene or influence our operations at any time,which could result in a materialchange in our operations and the value of our Ordinary Shares,”and“Risk Factors Risks Related to Doing Business in China Changes in thepolicies,regulations,rules,and the enforcement of laws of the PRC government may also be implemented quickly with little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”As confirmed by our PRC counsel,Ganus Law Firm,neither Huachen Cayman nor any of its subsidiaries will be subject to cybersecurityreview with the Cyberspace Administration of China,or the CAC,after the Cybersecurity Review Measures became effective on February 15,2022,since the Operating Subsidiaries currently do not have over one million users personal information and do not anticipate that the OperatingSubsidiaries will be collecting over one million users personal information in the foreseeable future,which we understand might otherwise subjectthe Operating Subsidiaries to the Cybersecurity Review Measures;the Operating Subsidiaries are also not subject to network data security reviewby the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed,since the Operating Subsidiariescurrently do not have over one million users personal information and do not collect data that affects or may affect national security and we do notanticipate that the Operating Subsidiaries will be collecting over one million users personal information or data that affects or may affect nationalsecurity in the foreseeable future,which we understand might otherwise subject the Operating Subsidiaries to the Security Administration Draft.See“Risk Factors Risks Related to Doing Business in China We are required to complete the record filing requirement with PRC authoritiesto list on overseas stock exchanges and may not be able to complete the record filing because the filing materials are incomplete or do not meet therequirements of the CSRC.”On February 17,2023,the China Securities Regulatory Commission,or the CSRC,released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedure to the CSRC.On the same day,the CSRC held a press conference for the release of the Trial Measures and issuedthe Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies.We are required to make filings with the CSRC and should complete the filing before our listing on the Nasdaq.According to Article 16 ofthe Trial Measures,an issuer conducting overseas initial public offering or listing shall complete record filing with the CSRC within three workingdays after the application documents for offering and listing are submitted overseas.On February 5,2024,we received approval from the CSRCregarding our completion of the required filing procedures for this offering.However,if we cannot complete this offering within 12 months afterreceiving this approval,we are required to update the CSRS filing materials.In addition,if we do not maintain the approvals,or applicable laws,regulations,or interpretations change such that we are required to obtain other permission and approval in the future,we may be subject toinvestigations by competent regulators,fines or penalties,ordered to suspend the relevant operations and rectify any non-compliance,prohibitedfrom engaging in relevant business or conducting any offering,and these risks could result in a material adverse change in the operations,limit ourability to offer or continue to offer securities to investors,or cause such securities to significantly decline in value or become worthless.For adescription of relevant PRC-related risks to this offering,see“Risk Factors Risks Related to Doing Business in China We are required tocomplete the record filing requirement with PRC authorities to list on overseas stock exchanges and may not be able to complete the record filingbecause the filing materials are incomplete or do not meet the requirements of the CSRC.”On February 24,2023,the CSRC,together with the Ministry of Finance,National Administration of State Secrets Protection and NationalArchives Administration of China,revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas SecuritiesOffering and Listing,which were issued by the CSRC and National Administration of State Secrets Protection and National ArchivesAdministration of China in 2009,or the“Provisions.”The revised Provisions were issued under the title the“Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,”and came into effect on March31,2023 together with the Trial Measures.One of the major revisions to the revised Provisions is expanding their application to cover indirectoverseas offering and listing,as is consistent with the Trial Measures.The revised Provisions require that,among other things,(a)a domesticcompany that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals or entities,including securities companies,securities service providers,and overseas regulators,any documents and materials that contain state secrets orworking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrecyadministrative department at the same level;and(b)a domestic company that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals and entities,including securities companies,securities service providers,and overseasregulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevantprocedures stipulated by applicable national regulations.On or after March 31,2023,any failure or perceived failure by our Company and oursubsidiaries,to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC lawsand regulations may result in the relevant entities being held legally liable by competent authorities and referred to the judicial organ to beinvestigated for criminal liability if suspected of committing a crime.The Standing Committee of the National Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the futurepromulgate laws,regulations or implementing rules that requires our Company or any of our subsidiaries to obtain other regulatory approval fromChinese authorities before listing in the U.S.In other words,except for the filing procedures with the CSRC and reporting of relevant informationaccording to the Overseas Listing Trial Measures,although we believe the Company and its subsidiaries are currently not required to obtain anyother permission from any of the PRC central or local government and has not received any denial to list on the U.S.exchange,the operationscould be adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered andthe value of our securities might significantly decline or be worthless,by existing or future laws and regulations relating to its business or industryor by intervene or interruption by Chinese regulatory authorities,if our Company or any of our subsidiaries(i)do not receive or maintain suchpermissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)applicable laws,regulations,orinterpretations change and we are required to obtain such permissions or approvals in the future,or(iv)any intervention or interruption by theChina regulatory authority with little advance notice.See“Risk Factors Risks Related to Doing Business in China”beginning on page 18 of thisprospectus for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase ourOrdinary Shares.In addition,since 2021,the Chinese regulatory authority has strengthened its anti-monopoly supervision,mainly in three aspects:(1)establishing the National Anti-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(draft Amendment published on October 23,2021 for public opinions),the anti-monopoly guidelines for various industries,and thedetailed Rules for the Implementation of the Fair Competition Review System;and(3)expanding the anti-monopoly law enforcement targetingInternet companies and large enterprises.As of the date of this prospectus,the Chinese regulatory authoritys recent statements and regulatoryactions related to anti-monopoly concerns have not impacted the ability to conduct business,accept foreign investments,or list on a U.S.or otherforeign exchange because neither the Company nor its PRC subsidiaries engage in monopolistic behaviors that are subject to these statements orregulatory actions.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting Oversight Board,or thePCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers securities are prohibited to trade on a U.S.stockexchange.The PCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigatecompletely registered public accounting firms headquartered in:(1)mainland China of the PRC because of a position taken by one or moreauthorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken byone or more authorities in Hong Kong.Furthermore,the PCAOBs report identified the specific registered public accounting firms which aresubject to these determinations.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and onDecember 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law byPresident Biden,which contained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act andamended the HFCAA by requiring the SEC to prohibit an issuers securities from trading on any U.S stock exchanges if its auditor is not subject toPCAOB inspections for two consecutive years instead of three,thus reducing the time period for triggering the prohibition on trading.On August26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the CSRC and the Ministry of Finance of China.TheSOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and HongKong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections ofPCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a numberof factors out of our and our auditors control.As of the date of the prospectus,Audit Alliance LLP(“Audit Alliance”),our auditor,is not subject to the determinations as to the inabilityto inspect or investigate completely as announced by the PCAOB on December 16,2021.Audit Alliance,headquartered in Singapore,is anindependent registered public accounting firm that issues the audit report included in this prospectus.As an auditor of publicly traded companies inthe United States and a firm registered with the PCAOB,Audit Alliance is subject to U.S.laws under which the PCAOB conducts regularinspections to assess compliance with applicable professional standards.The most recent inspection was conducted in December 2023.See“RiskFactors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes andthe HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.”Our management monitors the cash position of each entity within our organization regularly and prepare budgets on a monthly basis toensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity.In the event that thereis a need for cash or a potential liquidity issue,it will be reported to our Chief Financial Officer and subject to approval by our board of directors,we will enter into an intercompany loan for the subsidiary in accordance with the applicable PRC laws and regulations.However,the funds orassets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to the currency management policy whichimpose of limitations on the ability of us or our subsidiaries by the China regulatory authority to transfer cash or assets.See“Risk Factors RisksRelated to Doing Business in China Huachen Cayman is a holding company and will rely on dividends paid by the subsidiaries for its cashneeds.Any limitation on the ability of the subsidiaries to make dividend payments to Huachen Cayman,or any tax implications of making dividendpayments to Huachen Cayman,could limit its ability to pay its expenses or pay dividends to holders of our Ordinary Shares.”Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of ForeignExchange,or the SAFE,by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies withcertain procedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimateshareholders of our corporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repaymentof loans denominated in foreign currencies.The China regulatory authority may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out oftheir accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of funds involving money laundering and criminal activities.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits or share premium,and that a company may only pay dividends if,immediately following the date on which the dividend is paid,the company remains able to pay its debts as they fall due in the ordinary course ofbusiness.Other than that,there is no restrictions on Huachen Caymans ability to pay dividends to its shareholders.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”and“Risk Factors Risks Related to OurCorporate Structure Huachen Cayman is a holding company and will rely on dividends paid by the subsidiaries for its cash needs.Anylimitation on the ability of the subsidiaries to make dividend payments to Huachen Cayman,or any tax implications of making dividend paymentsto Huachen Cayman,could limit its ability to pay its expenses or pay dividends to holders of our Ordinary Shares.”As a holding company,Huachen Cayman may rely on dividends and other distributions on equity paid by the subsidiaries,including thosebased in the PRC,for the cash and financing requirements.If any of the PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to Huachen Cayman.Huachen Cayman is permitted under the laws ofthe Cayman Islands to provide funding to our subsidiaries incorporated in Hong Kong through loans or capital contributions without restrictions onthe amount of the funds.The subsidiaries are permitted under the respective laws of Hong Kong to provide funding to Huachen Cayman throughdividend distribution without restrictions on the amount of the funds.There are no restrictions on dividend transfers from Hong Kong to theCayman Islands.Current PRC regulations permit Hua Chen WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.The transfer of funds among companies is subject to the Provisionsof the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2020 to regulate the financing activities between natural persons,legal persons and unincorporated organizations.As advised by our PRC counsel,Ganus Law Firm,the Provisions on Private Lending Cases doesnot prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have not been notified of any other restrictionwhich could limit our PRC subsidiaries ability to transfer cash between PRC subsidiaries.As of the date of this prospectus,neither HuachenCayman nor any of its subsidiaries have made transfers,dividends,or distributions to investors and no investors have made transfers,dividends,ordistributions to the Company or its subsidiaries.As of the date of this prospectus,no dividends,distributions or transfers have been made byHuachen Cayman to its shareholders.We do not expect to pay any cash dividends in the foreseeable future.Also,as of the date of this prospectus,no cash generated from one subsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties or limitations on ourability to transfer cash between subsidiaries.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries,”on page 13,and“Consolidated Financial Statements”starting from page F-1.Huachen Cayman is an“emerging growth company”as defined under the federal securities laws and will be subject to reduced publiccompany reporting requirements.See“Risk Factors”and“Prospectus Summary Implications of Being an Emerging Growth Company”on pages17 and 12,respectively.Huachen Cayman is a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may elect to comply withcertain reduced public company reporting requirements for this and future filings.See“Risk Factors”and“Prospectus Summary Implications ofBeing a Foreign Private Issuer.”on pages 17 and 12,respectively.Huachen Cayman is,and will continue to be,a“controlled company”within the meaning of the Nasdaq Stock Market Rules,due to thefact Mr.Bin Lu,the Chairman of our Board of Directors and our Chief Executive Officer,owns Ordinary Shares representing 63.17%and 54.15%of the total voting power of our issued and outstanding Ordinary Shares as of the date of this prospectus and immediately after the completion ofthis offering,assuming no exercise of the over-allotment option.In addition,as a“controlled company,”as defined under the Nasdaq Stock MarketRules,Huachen Cayman is permitted to elect to rely on certain exemptions from corporate governance rules.Huachen Cayman does not plan torely on these exemptions but may elect to do so after completing this offering.For a more detailed discussion of the risk of the Company being acontrolled company,see“Risk Factors Risks Related to Our Public Offering and Ownership of Our Ordinary Shares As a“controlledcompany”under the rules of the Nasdaq Global Market,we may choose to exempt our Company from certain corporate governance requirementsthat could have an adverse effect on our public shareholders.”on page 41,“Prospectus Summary Implication of Being a Controlled Company.”on pages 13,and“Management Controlled Company”on page 104 of this prospectus,respectively.Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price(1)$5.00$25,000,000$28,750,000 Underwriting Discounts(2)$0.375$1,875,000$23,125,000 Proceeds to us before expenses$4.625$2,156,250$26,593,750 (1)We have agreed to pay EF Hutton LLC(“EF Hutton”,or the“Representative”),the representative on behalf of the underwriters,anunderwriting discount of(i)four and one half(4.5%)of the gross proceeds of the offering raised from investors that are introduced by theCompany,and(ii)seven and one half(7.5%)of the gross proceeds of the offering raised from investors that are introduced directly orindirectly by the Representative(collectively,the“Underwriting Discounts”).We have assumed that all gross proceeds are raised frominvestors that are introduced directly or indirectly by the Representative.We have agreed to grant the underwriters a 45-day option to purchaseup to fifteen percent(15%)of the aggregate number of Ordinary Shares sold in the offering.See“Underwriting”starting on page 127 of thisprospectus for more information regarding our arrangements with the underwriters.(2)Initial public offering price per share is assumed as$5 per share,which is the midpoint of the range set forth on the cover page of thisprospectus.The underwriters expect to deliver the Ordinary Shares against payment in U.S.dollars in New York,New York on or about ,2024.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.EF HUTTON LLC Prospectus dated ,2024 TABLE OF CONTENTS Prospectus Summary 1Risk Factors 17Special Note Regarding Forward-Looking Statements 46Use of Proceeds 46Dividend Policy 46Capitalization 47Dilution 48Managements Discussion and Analysis of Financial Condition and Results of Operations 49Industry 62Business 65Regulations 95Management 101Executive Compensation 105Related Party Transactions 107Principal Shareholders 109Description of Ordinary Shares 110Shares Eligible for Future Sale 117Material Tax Consequences Applicable to U.S.Holders of Our Ordinary Shares 118Enforceability of Civil Liabilities 125Underwriting 127Expenses Relating to This Offering 134Legal Matters 134Experts 134Where You Can Find Additional Information 134Consolidated Financial Statements F-1 Neither we nor the underwriter has authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectuses we have prepared.We take no responsibility for and can provide no assurance as tothe reliability of,any other information that others may give you.We are offering to sell and seeking offers to buy shares of our Ordinary Sharesonly in jurisdictions where offers and sales are permitted.The information in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of our Ordinary Shares.The business,financial condition,results of operations,andprospects may have changed since that date.i PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is not complete and doesnot contain all of the information you should consider in making your investment decision.You should read the entire prospectus carefullybefore making an investment in our Ordinary Shares.You should carefully consider,among other things,our consolidated financial statementsand the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Resultsof Operations”included elsewhere in this prospectus.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented giving effect to a forwardsplit of our Ordinary Shares at a ratio of 1-for-800 and the cancellation of certain authorized but unissued Ordinary Shares and diminution ofthe Companys authorized share capital to$250 divided into 200,000,000 shares of a par value of$0.00000125,approved by our shareholderson August 12,2024,and a surrender of 10,000,000 Ordinary Shares,approved by our board of directors on August 12,2024.Prospectus Conventions Throughout this prospectus,unless the context indicates otherwise,references to“we,”“us,”“our,”“Huachen Cayman,”“ourCompany,”and the“Company”are to Huachen AI Parking Management Technology Holding Co.,Ltd,a Cayman Islands exempted company,and when describing Huachen Caymans consolidated financial information for the fiscal years ended December 31,2023 and 2022,alsoinclude Huachen Caymans subsidiaries.References to“PRC subsidiaries”are to Huachen Caymans subsidiaries established under the laws ofthe PRC.References to“Operating Subsidiaries”are to Zhejiang Hua Chen Tech,Shanghai TD Manufacturing,Shanghai TD Parking,ShanghaiTD Parking,Shanghai Yufeng,Shanghai TP Parking,and Shanghai TD Installation Huachen HK refers to Hua Chen Intelligent Technology Co.Limited,an entity incorporated under the laws and regulations inHong Kong and a wholly-owned subsidiary of Huachen Cayman.“Hua Chen WFOE”refers to Huachen AI Technology(Zhejiang)Co.,Ltd.(华谌人工智能科技（浙江）有限公司),a limitedliability company organized under the laws of the PRC and a wholly-owned subsidiary of Hua Chen Intelligent Technology Co.Limited.“Ordinary Shares”refers to ordinary shares of Huachen Cayman with par value$0.00000125 per share.“RMB”refers to Renminbi,or the legal currency of the PRC.“Shanghai TD Manufacturing”refers to Shanghai Tiandidaochuan Parking Equipment Manufacturing Co.,Ltd.(上海天地岛川停车设备制造有限公司),a limited liability company organized under the laws of the PRC and a majority-owned subsidiary ofZhejiang Huachen Technology Co.,Ltd(浙江华谌科技有限公司).“Shanghai TD Parking”refers to Shanghai Tiandiricheng Parking Lots Management Co.,Ltd.(上海天地日成停车场管理有限公司),a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TDManufacturing.“Shanghai Yufeng”refers to Shanghai Yufeng Information Technology Co.,Ltd.(上海舆丰信息科技有限公司),a limited liabilitycompany organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Manufacturing.“Shanghai TP Parking”refers to Shanghai Tiandi Puji Parking Management Co.,Ltd.(上海天地浦机停车场管理有限公司),alimited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Parking.“Shanghai TD Installation”refers to Shanghai Tiandidaochuan Parking Equipment Installation Co.,Ltd.(上海天地岛川停车设备安装有限公司),a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TDParking.“U.S.dollars,”“$,”and“USD”refer to the legal currency of the United States.“WFOE”refers to a wholly foreign-owned enterprise.“Zhejiang Hua Chen Tech”refers to Zhejiang Huachen Technology Co.,Ltd.,a limited liability company organized under thelaws of the PRC and a majority-owned subsidiary of Hua Chen WFOE.“Zhejiang TD Parking”refers to Zhejiang Tiandidaochuan Parking Equipment Co.,Ltd.(浙江天地岛川停车设备有限公司),alimited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Manufacturing.1 Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the Representative of its over-allotment option.HuaChen Cayman is a Cayman holding company.Our business is conducted by our Operating Subsidiaries,in China using RMB.Ourconsolidated financial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities inour consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the value ofour assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed in dollars)and thevalue of our assets,including accounts receivable(expressed in dollars).This prospectus contains translations of certain RMB amounts intoU.S.dollar amounts at specified rates solely for the convenience of the reader.The following table outlines the currency exchange rates thatwere used in creating the consolidated financial statements in this report:For the Years Ended December 31,2023 2022 Year-end spot rate US$1=RMB 7.0827 US$1=RMB 6.8972 Average rate US$1=RMB 7.0467 US$1=RMB 6.7290 We have relied on statistics provided by a variety of publicly available sources regarding Chinas expectations of growth.We did notdirectly or indirectly sponsor or participate in the publication of such materials,and these materials are not incorporated in this prospectus otherthan to the extent specifically cited in this prospectus.We have sought to provide current information in this prospectus and believe that thestatistics provided in this prospectus remain up-to-date and reliable,and these materials are not incorporated in this prospectus other than to theextent specifically cited in this prospectus.Overview We are a comprehensive smart parking solutions and equipment structural parts provider and conduct all our operations through ourOperating Subsidiaries in China.The Operating Subsidiaries provide customized parking solutions to optimize efficiency in limited parkingspaces,covering smart cubic parking garage design,cubic parking equipment manufacturing,sales,installation,and maintenance.To cater thecustomers different parking needs,the Operating Subsidiaries manufacture and offer various cubic parking garage products by employingvarious working principles,such as lifting and shifting,convenient lifting,vertical circulation,vertical lifting,plane moving,alley stacking,multi-layer cycle,horizontal cycle,and car lift.Additionally,we also offer design,repair and maintenance services to ensure the continuedfunctionality of our parking solutions.Customers for comprehensive parking solutions are government departments,hospitals,propertymanagement companies,real estate companies,institutions,residential communities,and other businesses with parking lots or garages.Withthe production qualification and market presence,the Operating Subsidiaries smart parking system addresses parking challenges in urban areasin China experiencing rapid development.The Operating Subsidiaries also offer equipment structural parts,including(i)product structural parts,(ii)garage structural parts,(iii)materials such as customized steel and load-bearing steel plates for cubic parking equipment,and(iv)railroad accessories.Customers ofequipment structural parts,including are industrial manufacturing companies,such as producers of mining haulers,industrial conveyors,railroad tracks,and other products.The Operating Subsidiaries principal market is in China.For the years ended December 31,2023 and 2022,our revenues wereapproximately$34.28 million and$20.96 million,respectively.The following table sets forth the breakdown of total revenues by category ofactivity for the years ended December 31,2023 and 2022.Fiscal Years EndedDecember 31,2023 22%Cubic parking garage$23.37%$80.92%Equipment structural parts$74.47%$15.97%Maintenance service$1.71%$3.08%Others 0.45%0.03%2 Corporate Structure We are a Cayman Islands exempted company limited by shares.The following diagram illustrates the corporate structure of theCompany as of the date of this prospectus and upon completion of this offering(assuming no exercise of the over-allotment option):Competitive Strength Integrated business model.The Operating Subsidiaries employ an integrated business model spanning design,manufacturing,installation,and maintenance,addressing varied customer needs.Backed by strong technical expertise,the Operating Subsidiariesmaintain high-quality standards via a robust quality control system.The cohesive approach,from engineering to maintenance,expands the industrial reach,boosting competitiveness,risk management,and growth prospects in the steel structure productsector.Advanced technology.Being a high-tech enterprise,the experienced team continuously refines and develops essential productiontechnologies.The Operating Subsidiaries have created innovative products like“portable solar energy safety parking warningdevice”and“smart rotating parking equipment,”supported by 39 software copyrights and 26 utility patents,reflecting thecommitment to technical innovation.This culture drives high-quality product delivery and showcases the wealth of independentand proprietary technologies of the Operating Subsidiaries.3 Excellent quality.Since inception,the Operating Subsidiaries have followed the design regulations for mechanical parkingsystems outlined in GB/T 39980-2021,which was released by the State Administration for Market Regulation of the PRC(the“SAMR”)and China National Standardization Administration and established national requirements for the design,manufacture,and safety aspects of mechanical parking systems.Through continuous optimization and the integration of customer feedback,theOperating Subsidiaries have improved the product quality and design capabilities.The Operating Subsidiaries commitment toquality has been recognized through certifications such as the“Production License of Special Equipment of the PRC,”“High-techEnterprise Certificate,”“Safety Management System Certificate,”and“Quality Management System Certificate.”Thesecertifications serve as tangible evidence of the Operating Subsidiaries adherence to industry standards,commitment to safety,andrecognition as technologically advanced and quality-focused entities.We believe these accolades contribute to building trust,attracting business opportunities,and validating the Operating Subsidiaries positions as reputable players in the market.High customer loyalty.The customized nature of the products fosters strong relationships with the customers.The OperatingSubsidiaries design and tailor the products and processes to meet their needs precisely.As a result,the Operating Subsidiariesmaintain favorable and long-standing relationships with the customers,who exhibit a high level of loyalty toward the brand.Our Challenges Intense industry competition.The smart parking equipment industry is characterized by intense competition,driven by the rapidgrowth in demand for these solutions.Numerous small-scale enterprises,with limited core competitiveness and narrow productofferings,have entered the market,intensifying competition and price wars.The industry is further fragmented by the varyingproduction qualifications,product types,and quality standards among competitors.Capital investment pressure.The smart parking equipment industry requires high fixed costs and substantial capital investment.As the industry is still in its early stages of development,we are experiencing rapid growth and increasing demands for R&D andinnovation,necessitating additional funds.Currently,our sources of funds primarily consist of shareholders investments and bankloans.Such limited financing channels may impede the development of our new products.As the smart parking market and thebusiness volume expand,the capital demand is growing.Relying solely on our existing financing channels is no longer sufficientto meet the capital requirements for our rapid expansion.Therefore,diversifying our sources of capital can help us gain a largermarket share.Technical research and development capabilities.While smart parking equipment manufacturing companies in China havemade significant technological progress,transitioning from traditional mechanical garages to smart parking garages,they still lagbehind developed markets such as Europe and the United States in key technologies.As the smart cubic parking equipmentindustry is technology-intensive,the speed of technology development and the level of product upgrades directly impact thecompetitiveness of the Operating Subsidiaries.Failing to maintain a leading edge in technology within the industry couldmaterially impair the competitive advantage and overall operational performance.Growth Strategies The objective of the Operating Subsidiaries is to strengthen and improve our market position in the PRC.The Operating Subsidiariesintend to achieve our objective by implementing business strategies in the following key aspects:Develop an Optimized Smart Parking and Maintenance Application.The Operating Subsidiaries plan to develop a cloud-based app for streamlined parking management and maintenance,offering competitive advantages through precise devicesupervision and swift maintenance response.The platform utilizes face recognition for efficient vehicle parking,minimizing carowners time and enabling advanced scheduling via the mobile app for smooth operations and increased efficiency.The integratedapproach enhances both maintenance and parking processes.4 Optimize Smart Parking Solutions with New RGV and AGV Equipment.The Operating Subsidiaries focus on cutting-edgesmart parking equipment,highlighting the ultra-thin smart car carrier(RGV)and the automated guided vehicle(AGV).TheRGVs remarkable 100mm height and 2.5-ton load capacity,accommodating various chassis dimensions,combined with itsexclusive IP rights and successful testing,set it apart.Our AGV,featuring Mecanum wheel drive and a 115mm chassis height,actsas an intelligent robot in parking systems,streamlining processes and reducing labor costs,making both AGV and RGV pivotal insmart parking solutions.New Energy Vehicle Charging Services.The widespread adoption of new energy vehicles across China has made new energyvehicle users a significant force in the automotive market.To address their needs,the Operating Subsidiaries have invested indeveloping comprehensive new energy vehicle charging facilities,including innovative solar charging garages.By providingcomplete and reliable charging infrastructure,the Operating Subsidiaries have alleviated the concerns of new energy vehicleowners,ensuring their charging needs are met efficiently and hassle-free.Impact of the COVID-19 Pandemic The COVID-19 pandemic has had a significant impact on the global economy since 2020,causing disruptions in supply chains,marketperformance,inflation,and recession.The parking industry,encompassing both equipment manufacturing and management companies,has faced significant disruptions dueto the pandemic.The substantial delays in work schedules have hindered normal production,leading to a decline in order volumes forequipment manufacturers.With travel at a near standstill,parking revenue has plummeted,and some cities have implemented fee reductions,further exacerbating the impact on parking income.Despite reduced traffic levels,parking operations still require manpower,resulting in laborcosts remaining relatively stable despite declining revenue.This combination of factors has negatively impacted corporate profits across theindustry.In 2021,we experienced financial losses.While the pandemic has presented significant challenges for the parking industry,it has also opened up new opportunities.Thepandemic has greatly changed people daily travel methods.Self-driving travel is expected to lead to a surge in private car ownership,furtheramplifying the existing parking deficit.This heightened demand for parking facilities will accelerate the growth in parking demand.Moreover,the pandemic has accelerated the need for industry-wide upgrades.Unattended parking has become an urgent necessity.Parking managementcloud platforms have also become a focal point for monitoring the operation and maintenance of the parking lots and garages.This makes theproducts more competitive.Mainly due to the impact of the COVID-19 pandemic,the Operating Subsidiaries had no new cubic parking garage projects in 2022and needed sufficient funds to maintain their daily operation.By the second half of 2022,the negative impact of the COVID-19 pandemic waswaning.While the Company had no new projects in 2022,previously postponed projects were all accepted,and revenue was recognized in thesecond half of 2022.As a result,our revenue for the fiscal year 2022 increased by approximately 147.8%compared to the previous year and gota net profit of nearly$5.51 million.By 2023,the COVID-19 pandemic has had essentially no impact on the Company.However,we cannotassure you that our business will not be affected by an outbreak of COVID-19 in the future.In 2023,the Company increased its investment in fixed assets by$2.5 million to enhance our infrastructure and support long-termgrowth.Despite these efforts,we continue to face challenges in maintaining sufficient liquidity to fund daily operations.In 2023,the Companymade business adjustments,and the revenue of structural steel components increased.Compared to 2022,the Companys revenue in 2023increased by 63.6%.The gross profit of structural steel components is lower than that of the cubic parking garage business.As a result,we got anet profit of nearly$2.02 million,a 63.6crease from 2022.5 Summary of Risk Factors Investing in our Ordinary Shares involves a high degree of risk.Below is a summary of material factors that make an investment in ourOrdinary Shares speculative or risky.Importantly,this summary does not address all of the risks that we face.Please refer to the informationcontained in and incorporated by reference under the heading“Risk Factors”on page 17 of this prospectus.Risks Related to Our Corporate Structure Risks related to our corporate structure,beginning on page 17 of this prospectus,include but are not limited to the following:Huachen Cayman is a holding company and will rely on dividends paid by the subsidiaries for its cash needs.Any limitation onthe ability of the subsidiaries to make dividend payments to Huachen Cayman,or any tax implications of making dividendpayments to Huachen Cayman,could limit its ability to pay its expenses or pay dividends to holders of our Ordinary Shares.Seepage 17.We are a Cayman Islands exempted company and all of our assets are located outside of the United States.In addition,a majorityof our current directors and officers are nationals and/or residents of countries other than the United States.All or a substantialportion of the assets of these persons are located outside the United States.As a result,it may be difficult or impossible for you tobring an action against us or against these individuals in the United States in the event that you believe that your rights have beeninfringed under the U.S.federal securities laws or otherwise.See page 18.Risks Related to Doing Business in China Risks related to doing business in China,beginning on page 18 of this prospectus,include but are not limited to the following:The Chinese government exerts substantial influence over the manner in which we must conduct our business activities,whichcould result in a material change in our operations and/or the value of our Ordinary Shares.The Chinese government mayintervene or influence our operations at any time,which could result in a material change in our operations and the value of ourOrdinary Shares.See page 18.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be implemented quicklywith little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannotbe certain.See page 19.There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations,along with the risk thatthe Chinese government may intervene or influence our operations at any time,or may exert more control over offeringsconducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations,financialperformance and/or the value of our Ordinary Shares or impair our ability to raise money.See page 19.To the extent cash or assets in the business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets maynot be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.See page 21.Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of yourinvestment.See page 22.The recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCAA all call for additional andmore stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.See page 22.You may experience difficulties in effecting service of process,enforcing foreign judgments or bringing actions in China againstus or our management named in this prospectus based on foreign laws.See page 25.It may be difficult for overseas shareholders and/or regulators to conduct cross-border investigations in China.See page 26.6 Risks Related to the Business and Operations Risks related to the business and industry,beginning on page 33 of this prospectus,include but are not limited to the following:Changes in the availability,quality and cost of key raw materials and other necessary supplies or services could have a materialadverse effect on our business,financial condition and results of operations.See page 33.We face risks of any interruptions or delays in the supply of raw materials.See page 33.Any quality problems associated with our products may result in loss of customers and sales,and we may face product liabilityclaims if the problems are related to our products.See page 33.Our facilities and operations may require significant investment and upgrades.See page 33.Our cubic parking equipment undergo annual inspections,and once these inspections are successfully completed,they are deemedsustainable for use without compulsory scrapping.However,certain component suppliers may fail to maintain their operations forsuch an extended duration.If our component suppliers fail to provide maintenance services after sale on a timely basis,ourreputation,revenue,and growth could be adversely affected.See page 34.It is essential to meet certain conditions for the parking lots or garages before we install the cubic parking equipment.Failure tofulfill such conditions could delay equipment installation and project finalization and adversely impact our business revenue.Seepage 34.The Operating Subsidiaries face intense competition in the domestic cubic parking garage manufacturing industry,if the OperatingSubsidiaries fail to compete effectively,the Operating Subsidiaries may lose market share.The performance,prospects,and resultsof operations will be materially and negatively impacted.See page 34.Though the government has shown increased support for the parking industry,inadequate policy details,supervision,and industryaccess thresholds may result in disorderly management,potential market disruption,and reduced industry profitability due toincreased entry of small-scale and non-standardized companies.See page 35.Higher parking fees in automated cubic parking garages due to construction and maintenance costs,elevated vacancy rates,andlenient penalties for illegal parking contribute to vehicle owners opting for illegal parking over cubic garages,hampering theiroperational growth.See page 35.The efforts and investments in technology development may not always produce the expected results.See page 35.The success of our business depends on the continuing efforts of the senior management and key employees of the OperatingSubsidiaries.See page 35.We may not be able to ensure the successful implementation of our future plans and strategies,resulting in reduced financialperformance.See page 40.7 Risks Related to Our Public Offering and Ownership of Our Ordinary Shares Risks related to Our Public Offering and Ownership of Our Ordinary Shares,beginning on page 41 of this prospectus,include but arenot limited to the following:Our CEO has control over key decision making as a result of his control of a majority of our voting shares.See page 41.As a“controlled company”under the rules of the Nasdaq Global Market,we may choose to exempt our Company from certaincorporate governance requirements that could have an adverse effect on our public shareholders.See page 41.Huachen Cayman is an“emerging growth company,”and we cannot be certain if the reduced reporting requirements applicable toemerging growth companies will make our Ordinary Shares less attractive to investors.See page 41.Huachen Cayman is a“foreign private issuer,”and our disclosure obligations differ from those of U.S.domestic reportingcompanies.As a result,we may not provide you the same information as U.S.domestic reporting companies or we may provideinformation at different times,which may make it more difficult for you to evaluate our performance and prospects.See page 42.Because Huachen Cayman is a foreign private issuer and is exempt from certain Nasdaq corporate governance standardsapplicable to U.S.issuers,you will have less protection than you would have if we were a domestic issuer.See page 42.Implications of Holding Foreign Company Accountable Act On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.On June 22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to theAccelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuers securitiesfrom trading on any U.S stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time period for triggering the prohibition on trading.On September 22,2021,the PCAOB adopted a final rule implementing theHFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCAA,whether the PCAOB isunable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken byone or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in theHFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a positiontaken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unable toinspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.On August 26,2022,the PCAOB announced that it had signed a SOP with the CSRCand the Ministry of Finance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB ofaudit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it wasable to secure complete access to Inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOBwill continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland Chinaand Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditors control.8 Our auditor,Audit Alliance,headquartered in Singapore,is an independent registered public accounting firm that issues the auditreport included in this prospectus.As an auditor of publicly traded companies in the United States and a firm registered with the PCAOB,AuditAlliance is subject to U.S.laws under which the PCAOB conducts regular inspections to assess compliance with applicable professionalstandards.The most recent inspection was conducted in December 2023.Therefore,we believe that,as of the date of this prospectus,ourauditor is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB onDecember 16,2021.However,we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us afterconsidering the effectiveness of our auditors audit procedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographic reach or experience as it relates to the audit of our financial statements.See“Risk Factors Risks Relatedto Doing Business in China The recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCAA all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.”Regulatory Permissions Our PRC subsidiaries have received all material permissions and approvals required for the operations in compliance with the relevantPRC laws and regulations in the PRC,including the business licenses of our PRC subsidiaries.The business license is a permit issued by SAMR that allows the company to conduct specific business within the governmentsgeographical jurisdiction.Each of our PRC subsidiaries has received its business license.As of the date of this prospectus,except for the business licenses mentioned here,Huachen Cayman and its PRC subsidiaries do notneed specific licenses or permissions for the business operations from the CSRC,CAC or any other governmental agency.However,applicablelaws and regulations may be adjusted,and new laws or regulations may be introduced to impose additional government approval,license andpermit requirements.If we inadvertently conclude that such approval is not required,fail to obtain and maintain such approvals,licenses orpermits required for the business,or fail to respond to changes in the regulatory environment,we or the PRC subsidiaries could be subject toliabilities,penalties and operational disruption,which may materially and adversely affect the business,operating results,financial conditionand the value of our Ordinary Shares,limit our ability to offer or continue to offer securities to investors,or cause such securities tosignificantly decline in value or become worthless.As of the date of this prospectus,except for the filing procedures with the CSRC and reporting of relevant information according to theOverseas Listing Trial Measures,neither Huachen Cayman nor any of its subsidiaries have been requested to,applied for,received,or beendenied approval from any Chinese authorities to list Huachen Caymans Ordinary Shares on the Nasdaq Stock Market,nor received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the CSRC,or any other Chinese regulatory authorities,we believe thatthe Company and our subsidiaries are not required to obtain any other permission from Chinese authorities to issue these securities to foreigninvestors based on the current PRC laws,regulations,and rules.However,suppose we are subsequently advised by any Chinese regulatoryauthorities that other permission for this offering and/or listing on the Nasdaq Stock Market was required.In that case,we may not be able toobtain such permission in a timely manner,if at all.If this risk occurs,our ability to offer securities to investors could be significantly limited orcompletely hindered,and the securities currently being offered may substantially decline in value.On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprisesby Foreign Investors,or the M&A Rule,which came into effect on September 8,2006 and were amended on June 22,2009.The M&A Rulerequires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizensshall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicles securities on an overseas stockexchange.Based on our understanding of the Chinese laws and regulations in effect at the time of this prospectus,we will not be required tosubmit an application to the CSRC for its approval of this offering and the listing and trading of our Ordinary Shares on the Nasdaq under theM&A Rule.However,there remains some discretionary power as to how the M&A Rule will be interpreted or implemented,and the opinions ofour PRC counsel,Ganus Law Firm,summarized above are subject to any new laws,rules and regulations or detailed implementations andinterpretations in any form relating to the M&A Rule.We cannot assure you that relevant Chinese regulatory authorities,would reach the sameconclusion.9 The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointlyissued the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law(the“Illegal Securities Opinions”),which were made available to the public on July 6,2021.The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasizedthe need to strengthen the administration over illegal securities activities,and the need to strengthen the supervision over overseas listings byChinese companies.Effective measures,such as promoting the construction of relevant regulatory systems will be taken to deal with the risksand incidents of China-based overseas listed companies,and cybersecurity and data privacy protection requirements and similar matters.TheIllegal Securities Opinions remain unclear on how the law will be interpreted,amended and implemented by the relevant PRC governmentalauthorities,but the Illegal Securities Opinions and any related implementing rules to be enacted may subject the operating entity to compliancerequirements in the future.On July 10,2021,the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments,which required that,among others,in addition to a critical information infrastructure operator(“CIIO”),any“data processor”controlling personal information of noless than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review,and further elaboratedthe factors to be considered when assessing the national security risks of the relevant activities.On November 14,2021,the CAC released the Regulations on Network Data Security(draft for public comments)and accepted publiccomments until December 13,2021.The draft Regulations on Network Data Security provide that data processors refer to individuals ororganizations that autonomously determine the purpose and the manner of processing data.If a data processor that processes personal data ofmore than one million users intends to list overseas,it shall apply for a cybersecurity review.In addition,data processors that process importantdata or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution,andthe data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department beforeJanuary 31 of each year.On December 28,2021,the Measures for Cybersecurity Review(2021 version)was promulgated and took effect onFebruary 15,2022,which iterates that any“online platform operators”controlling personal information of more than one million users whichseeks to list in a foreign stock exchange should also be subject to cybersecurity review.As advised by our PRC counsel,Ganus Law Firm,theOperating Subsidiaries does not process users personal information and it is not deemed to be a CIIO nor is it an online platform operator withpersonal information of more than one million users.We are a comprehensive parking solutions provider,and neither the Company nor its subsidiaries engage in data activities as definedunder the Personal Information Protection Law of the PRC(the“Personal Information Protection Law”),which includes,without limitation,collection,storage,use,processing,transmission,provision,publication and deletion of data.In addition,neither the Company nor itssubsidiaries are operators of any“critical information infrastructure”as defined under the PRC Cybersecurity Law and the Security ProtectionMeasures on Critical Information Infrastructure.However,the Measures for Cybersecurity Review(2021 version)was recently adopted,andthe Network Internet Data Protection Draft Regulations(draft for comments)is in the process of being formulated and the Illegal SecuritiesOpinions remain unclear on how such measures will be interpreted,amended and implemented by the relevant PRC governmental authorities.There remain uncertainties as to when the final measures will be issued and take effect,how they will be enacted,interpreted orimplemented,and whether they will affect us or our subsidiaries.If we inadvertently conclude that the Measures for Cybersecurity Review(2021 version)do not apply to us or our subsidiaries,or applicable laws,regulations,or interpretations change and it is determined in the futurethat the Measures for Cybersecurity Review(2021 version)become applicable to us and our subsidiaries,we may be subject to review whenconducting data processing activities,and may face challenges in addressing its requirements and make necessary changes to our internalpolicies and practices.We may incur substantial costs in complying with the Measures for Cybersecurity Review(2021 version),which couldresult in material adverse changes in our business operations and financial position.If we are not able to fully comply with the Measures forCybersecurity Review(2021 version),our ability to offer or continue to offer securities to investors may be significantly limited or completelyhindered,and our securities may significantly decline in value or become worthless.On February 17,2023,the CSRC released the Trial Measures,which came into effect on March 31,2023,and five supportingguidelines.Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedure to the CSRC.On the same day,the CSRC held a press conference for the release of the Trial Measures and issued theNotice of the Arrangements for the Recordation-Based Administration of Overseas Offering and Listing by Domestic Enterprises.We are required to make filings with the CSRC and should complete the filing before our listing on the Nasdaq.According to Article16 of the Trial Measures,an issuer conducting overseas initial public offering or listing shall undergo the recordation formalities with the CSRCwithin three working days after the application documents for offering and listing are submitted overseas.On February 5,2024,we receivedapproval from the CSRC regarding our completion of the required filing procedures for this offering.However,if we cannot complete thisoffering within 12 months after receiving this approval,we are required to update the CSRS filing materials.In addition,if we do not maintainthe approvals,or applicable laws,regulations,or interpretations change such that we are required to obtain other permission and approval in thefuture,we may be subject to investigations by competent regulators,fines or penalties,ordered to suspend the relevant operations and rectifyany non-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a materialadverse change in the operations,limit our ability to offer or continue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.10 Furthermore,the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers like us.Such actions taken by the PRC government authorities may intervene or influence ouroperations at any time,which are beyond our control.Therefore,any such action may adversely affect our operations and significantly limit orhinder our ability to offer or continue to offer securities to you and reduce the value of such securities.Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advancenotice,along with the risk that the Chinese government may intervene or influence our operations at any time,or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations,financialperformance and/or the value of our Ordinary Shares or impair our ability to raise money.On February 24,2023,the CSRC,together with the Ministry of Finance,National Administration of State Secrets Protection andNational Archives Administration of China,revised the Provisions on Strengthening Confidentiality and Archives Administration for OverseasSecurities Offering and Listing,which were issued by the CSRC and National Administration of State Secrets Protection and National ArchivesAdministration of China in 2009,or the“Provisions.”The revised Provisions were issued under the title the“Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,”and came into effect onMarch 31,2023 together with the Trial Measures.One of the major revisions to the revised Provisions is expanding their application to coverindirect overseas offering and listing,as is consistent with the Trial Measures.The revised Provisions require that,among other things,(a)adomestic company that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevantindividuals or entities,including securities companies,securities service providers,and overseas regulators,any documents and materials thatcontain state secrets or working secrets of government agencies,shall first obtain approval from competent authorities according to law,and filewith the secrecy administrative department at the same level;and(b)a domestic company that plans to,either directly or indirectly through itsoverseas listed entity,publicly disclose or provide to relevant individuals and entities,including securities companies,securities serviceproviders,and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevant procedures stipulated by applicable national regulations.On or after March 31,2023,any failure or perceivedfailure by our Company and our subsidiaries,to comply with the above confidentiality and archives administration requirements under therevised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities,andreferred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.Except for the filing procedures with the CSRC and reporting of relevant information according to the Overseas Listing TrialMeasures,we believe that the Company and its subsidiaries are currently not required to obtain any other approval from the CSRC to list onU.S exchanges or issue securities to foreign investors,given that:(i)our PRC subsidiary was incorporated as a wholly foreign-owned enterpriseby means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRCcompanies or individuals as defined under the M&A Rule that are our beneficial owners;(ii)the Chinese regulatory authority currently has notissued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rule;and(iii)no provision in the M&A Rule clearly classifies contractual arrangements as a type of transaction subject to the M&A Rule.However,there remains some uncertainty as to how the M&A Rule will be interpreted or implemented in the context of an overseasoffering and the opinions summarized above are subject to any new laws,rules and regulations or detailed implementations and interpretationsin any form relating to the M&A Rule.We cannot assure you that relevant PRC government agencies,would reach the same conclusion as ourPRC counsel,Ganus Law Firm,does,and hence we may face regulatory actions or other sanctions from the PRC regulatory agencies.Theseregulatory agencies may impose fines and penalties on the operations in China,limit our operating privileges in China,delay or restrict therepatriation of the proceeds from this offering into China,restrict or prohibit the payments or remittance of dividends by our PRC subsidiariesor take other actions that could have a material adverse effect on the business,financial condition,results of operations,reputation andprospects,as well as the trading price of the shares.It is uncertain when and whether the Company will be required to obtain permission fromthe China regulatory authority to list on U.S.exchanges in the future,and even when such permission is obtained,whether it will be denied orrescinded.The China regulatory authority may legally restricted or influence the operations at any time,which could result in a material changein the operations.Recently,the China regulatory authority initiated a series of regulatory actions and statements to regulate business operationsin China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As confirmed by our PRC counsel,Ganus Law Firm,we currently are not subject tocybersecurity review with the CAC,to conduct business operations in China,given that:(i)the Operating Subsidiaries do not possess a largeamount of personal information in the business operations;and(ii)data processed in the business does not have a bearing on national securityand thus may not be classified as core or important data by the authorities.In addition,as confirmed by our PRC counsel,Ganus Law Firm,weare not subject to merger control review by Chinas anti-monopoly enforcement agency due to the level of our revenues which were providedby us and audited by our auditor Audit Alliance,and the fact that we currently do not expect to propose or implement any acquisition of controlof,or decisive influence over,any company with revenues within China of more than RMB 400 million.See“Risk Factors Risks Related toDoing Business in China Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also beimplemented quickly with little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain.”11 Although we are currently only required to complete the record filing requirement with the CSRC and has not received any denial tolist on the U.S.exchange or conduct our daily business operation,it is highly uncertain how soon legislative or administrative regulationmaking bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified orpromulgated,if any,and the potential impact such modified or new laws and regulations will have on our daily business operation,the ability toaccept foreign investments and list our securities on a U.S.or other foreign exchange.For more detailed information,see“Risk Factors RisksRelated to Doing Business in China There are uncertainties regarding the interpretation and enforcement of PRC laws,rules andregulations,along with the risk that the Chinese government may intervene or influence our operations at any time,or may exert more controlover offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations,financial performance and/or the value of our Ordinary Shares or impair our ability to raise money”and“We are required to complete therecord filing requirement with PRC authorities to list on overseas stock exchanges and may not be able to complete the record filing becausethe filing materials are incomplete or do not meet the requirements of the CSRC.”Implications of Being an Emerging Growth Company Huachen Cayman qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or theJOBS Act.An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicablegenerally to public companies.These provisions include,but are not limited to:the ability to include only two years of audited financial statements and only two years of related managements discussion andanalysis of financial condition and results of operations disclosure;an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant tothe Sarbanes-Oxley Act of 2002.reduced disclosure obligations regarding executive compensation in our periodic reports,proxy statements and registrationstatements;and a delay in adopting new or revised accounting standards that have different effective dates for public and private companies untilthose standards apply to private companies.We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which thisprospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings.As a result,the information thatwe provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equityinterests.We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growthcompany.We would cease to be an emerging growth company if we have more than$1.235 billion in annual revenue,have more than$700million in market value of our Ordinary Shares held by non-affiliates or issue more than$1 billion of non-convertible debt over a three-yearperiod.Implication of Being a Foreign Private Issuer Huachen Cayman is a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than therules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents orauthorizations in respect of a security registered under the Exchange Act;and 12 we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.we are not required to comply with the SEC rules on disclosure of compensation on an individual basis unless individualdisclosure is required in the Companys home country and is not otherwise publicly disclosed by the Company We have taken advantage of certain reduced reporting and other requirements in this prospectus.Accordingly,the informationcontained herein may be different than the information you receive from other public companies in which you hold equity securities.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We would cease to be aforeign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any of the followingthree circumstances applies:(1)the majority of our executive officers or directors are U.S.citizens or residents,(2)more than 50%of our assetsare located in the United States or(3)the business is administered principally in the United States.Implication of Being a Controlled Company Huachen Cayman is and will continue,following this offering,to be a“controlled company”within the meaning of the Nasdaq StockMarket Rules as our Chief Executive Officer,Director and Chairman of the Board,Mr.Bin Lu,owns more than 50%of the voting rightrepresented by our issued and outstanding Ordinary Shares.As a result,for so long as Huachen Cayman is a controlled company under thatdefinition,we are permitted to elect to rely,and may rely,on certain exemptions from corporate governance rules,including:an exemption from the rule that a majority of our Board of Directors must be independent directors;an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely byindependent directors;and An exemption from the rule that our director nominees must be selected or recommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on thisexemption after we complete this offering.If we elected to rely on the“controlled company”exemption,a majority of the members of ourBoard of Directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independent directors after we complete this offering.See“Risk Factors Risks Related to Our Public Offering andOwnership of Our Ordinary Shares As a“controlled company”under the rules of the Nasdaq Global Market,we may choose to exempt ourCompany from certain corporate governance requirements that could have an adverse effect on our public shareholders.”Additionally,pursuant to Nasdaqs phase-in rules for newly listed companies,we have one year from the date on which we are firstlisted on Nasdaq to comply fully with the Nasdaq listing standards.We do not plan to rely on the phase-in rules for newly listed companies andwill comply fully with the Nasdaq listing standards at the time of listing.Transfers of Cash to and from Our Subsidiaries We currently have not maintained any cash management policies that dictate the purpose,amount and procedure of cash transfersbetween the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC laws andregulations.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may notbe available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.13 Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of ForeignExchange,by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreign currenciesto us without prior approval from SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies with certainprocedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimateshareholders of our corporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as therepayment of loans denominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out oftheir accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of funds involving money laundering and criminal activities.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits.Other than that,there is no restrictions on Huachen Caymans ability totransfer cash to investors.See Risk Factors Risks Related to Our Corporate Structure Huachen Cayman is a holding company and willrely on dividends paid by the subsidiaries for its cash needs.Any limitation on the ability of the subsidiaries to make dividend payments toHuachen Cayman,or any tax implications of making dividend payments to Huachen Cayman,could limit its ability to pay its expenses or paydividends to holders of our Ordinary Shares,”“Risk Factors Risks Related to Doing Business in China To the extent cash or assets in thebusiness are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for otheruse outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.”As a holding company,Huachen Cayman may rely on dividends and other distributions on equity paid by our subsidiaries,includingthose based in the PRC,for its cash and financing requirements.If any of the PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to Huachen Cayman.Huachen Cayman is permitted under the lawsof the Cayman Islands to provide funding to the subsidiary incorporated in Hong Kong through loans or capital contributions withoutrestrictions on the amount of the funds.The subsidiaries are permitted under the respective laws of Hong Kong to provide funding to HuachenCayman through dividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from HKto the Cayman Islands.Current PRC regulations permit our WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital.The Company is able to transfer cash(US Dollars)to its PRC subsidiaries through an investment(by increasing the Companys registeredcapital in a PRC subsidiary).The Companys subsidiaries within China can transfer funds to each other when necessary,through the way ofcurrent lending.The transfer of funds among companies are subject to the Provisions on Private Lending Cases,which was implemented onAugust 20,2020 to regulate the financing activities between natural persons,legal persons and unincorporated organizations.As advised by ourPRC counsel,Ganus Law Firm,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fundanother subsidiarys operations.We have not been notified of any other restriction which could limit our PRC subsidiaries ability to transfercash between PRC subsidiaries.The Companys subsidiaries in the PRC have not transferred any earnings or cash to the Company to date.Asof the date of this prospectus,there has not been any assets or cash transfer between the holding company and its subsidiaries.As of the date ofthis prospectus,there has not been any dividends or distributions made to US investors.The Companys business is conducted through itssubsidiaries.The Company is a holding company and its material assets consist solely of the ownership interests held in its PRC subsidiaries.The Company relies on dividends paid by its subsidiaries for its working capital and cash needs,including the funds necessary:(i)to paydividends or cash distributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.As a result of PRClaws and regulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a general reserve fund priorto payment of dividends,the Companys PRC subsidiaries are restricted in that respect,as well as in other respects noted below,in their abilityto transfer a portion of their net assets to the Company as a dividend.With respect to transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRCsubsidiary requires the filing of the local commerce department,while a shareholder loan requires a filing with the SAFE or its local bureau.Aside from the declaration to the SAFE,there is no restriction or limitations on such cash transfer or earnings distribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance withaccounting standards and PRC regulations(an in-depth description of the PRC regulations is set forth below);14 2.Our PRC subsidiaries are required to set aside,at a minimum,10%of their net income after taxes,based on PRC accountingstandards,each year as statutory surplus reserves until the cumulative amount of such reserves reaches 50%of their registeredcapital;3.Such reserves may not be distributed as cash dividends;4.Our PRC subsidiaries may also allocate a portion of their after-tax profits to fund their staff welfare and bonus funds;except in theevent of a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in a CommonWelfare Fund;and 5.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay shareholderdividends or make other cash distributions.If,for the reasons noted above,our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to theCompany when needed,the Companys ability to conduct operations,make investments,engage in acquisitions,or undertake other activitiesrequiring working capital may be materially and adversely affected.However,the operations and business,including investment and/oracquisitions by our subsidiaries within China,will not be affected as long as the capital is not transferred in or out of the PRC.As of the date of this prospectus,no dividends,distributions or transfers have been made between Huachen Cayman and any of itssubsidiaries and no dividends,distributions or transfers have been made by Huachen Cayman to its shareholders.For the foreseeable future,theCompany intends to use the earnings for research and development,to develop new products and to expand its production capacity.As a result,we do not expect to pay any cash dividends in the fore
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F-1 1 ea0211018-f1_texxon.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on August 13,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Texxon Holding Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 2821 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification number)7A,Block C,207 Songhong Road,Changning District,Shanghai,China,200335Tel: 86 574-62629970(Address,including zip code,and telephone number,including area code,of Registrants principal executive office)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711Tel:(302)738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communicationssent to agent for service,should be sent to:Wei Wang,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11th FloorNew York,NY 10105Tel:(212)370-1300Sanny Choi,Esq.Kyle Leung,Esq.CFN Lawyers LLC418 Broadway#4607Albany,NY 12207Tel:(646)386-8128 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED AUGUST 13,2024 Ordinary Shares Texxon Holding Limited This is the initial public offering of ordinary shares of Texxon Holding Limited,a Cayman Islands holding company withsubstantially all of its operations in China.Throughout this prospectus,unless the context indicates otherwise,references to“Texxon”refer to Texxon Holding Limited,our holding company and references to“we,”the“Company”or“our company”are toTexxon and/or its consolidated subsidiaries.We are offering ordinary shares,par value$0.0001 per share.We expect the initial public offering price of the sharesto be in the range of$to$per share.Prior to this offering,there has been no public market for our ordinary shares.We haveapplied to have our ordinary shares listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“NPT.”We cannot guaranteethat we will be successful in listing our ordinary shares on the Nasdaq;however,we will not complete this offering unless we areso listed.We are both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securitieslaws and,as such,may elect to comply with certain reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Beinga Foreign Private Issuer.”Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company,which has no materialoperations of its own and conducts substantially all of its operations through our operating entities established in the PeoplesRepublic of China(“China”or the“PRC”).For a description of our corporate structure,see“Corporate Structure”beginning onpage 75.This structure involves unique risks to investors.If the PRC government disallows our holding company structure ordeems that any of our business operations carried out by our Hong Kong or PRC subsidiaries were to be restricted or prohibitedfrom foreign investment in the future,we may be required to stop our business operations in China,and we could be subject tomaterial penalties or be forced to relinquish our interests in the affected operations.Such events could result in a material change inour operations and a material change in the value of our securities,including causing the value of such securities to significantlydecline or become worthless.See“Risk Factors Risks Related to Doing Business in China-Uncertainties exist with respect tohow the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.”on page 23.In addition,as we conduct substantially all of our operations in China,we are subject to legal and operational risksassociated with having substantially all of our operations in China,including risks related to the legal,political and economicpolicies of the PRC government,the relations between China and the United States,or Chinese or United States regulations,whichrisks could result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline orbecome worthless and affect our ability to offer or continue to offer securities to investors.The PRC government initiated a seriesof regulatory actions and made a number of public statements on the regulation of business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopolyenforcement.In the opinion of our PRC counsel,Jingtian&Gongcheng,as of the date of this prospectus,we are not directly subject tothe regulatory actions or statements related to anti-monopoly enforcement or cybersecurity review,as we have not implementedany monopolistic behavior and neither Texxon nor any of its PRC Subsidiaries qualifies as a critical information infrastructureoperator or has conducted any data processing activities that affect or may affect national security or holds personal information ofmore than one million users.We cannot assure you that regulators in China will not take a contrary view or will not subsequentlyrequire us to undergo the anti-monopoly investigation or cybersecurity review and subject us to fines or penalties for non-compliance.However,we are subject to the regulatory actions related to the PRC governments oversight on offshore securitiesofferings.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Measures”),effective on March 31,2023,which requires the filing of the overseas offering and listing plan by PRC domestic companies with the CSRC under certainconditions,and the filing with the CSRC by their underwriters associated with such companies overseas securities offering andlisting.In the opinion of our PRC counsel,Jingtian&Gongcheng,we are subject to the filing requirements of the Trial Measures inconnection with this offering.As of the date of this prospectus,we have submitted our filings with the CSRC in connection withthis offering.However,we cannot assure you that we will be able to get the clearance on our filing under the Trial Measures on atimely basis,or at all.In addition,any actions by the PRC government to exert more control over offerings that are conductedoverseas and foreign investment in China-based issuers or any failure of us to fully comply with new regulatory requirements maysignificantly limit or completely hinder our ability to offer or continue to offer our ordinary shares,cause significant disruption toour business operations,and severely damage our reputation,which would materially and adversely affect our financial conditionand results of operations and cause our ordinary shares to significantly decline in value or become worthless.It is highly uncertain what the potential impact new laws and regulations will have on our daily business operation,theability to accept foreign investments and list on an U.S.exchange.Based on the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,the relevant data security and anti-monopoly laws and ordinance in Hong Kong,i.e.,the Personal Data(Privacy)Ordinance(Chapter 486 of The Laws of Hong Kong)and the Competition Ordinance(Chapter 619 of The Laws of Hong Kong),are not applicable to our Hong Kong subsidiary which is solely a holding company with no operations since inception and thereforehave no impact on our ability to conduct our business,accept foreign investment or listing on an U.S.exchange.Furthermore,thereare currently no regulatory actions related to data security or anti-monopoly concerns in Hong Kong that may impact our ability toconduct our business,accept foreign investment or list on a U.S./foreign exchange.The Standing Committee of the NationalPeoples Congress(the“SCNPC”)or other PRC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that require our company,or any of our subsidiaries obtain additional regulatory approval from Chineseauthorities before listing in the U.S.If any of our PRC subsidiaries or our holding company were required to obtain such approvaland were denied permission from PRC authorities to list on U.S.exchanges,our ability to conduct our business may be materiallyimpacted,we will not be able to continue listing on any U.S.exchange,continue to offer securities to investors,the interest of ourinvestors may be materially adversely affected and our ordinary shares may significantly decrease in value or become worthless.See“Risk Factors Risks Related to Doing Business in China The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets.Under the Trial Measures,the PRCgovernment exerts more control over offerings that are conducted overseas and foreign investment in China-based issuers,whichcould significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and couldcause the value of our ordinary shares to significantly decline or such shares to become worthless.”beginning on page 18 and“Changes in the political and economic policies of the PRC government or in relations between China and the United States maymaterially and adversely affect our business,financial condition and results of operations and may result in our inability to sustainour growth and expansion strategies.”beginning on page 19.Furthermore,as more stringent criteria have been imposed by the SEC and the Public Company Accounting OversightBoard(the“PCAOB”)recently,our securities may be prohibited from trading if our auditor cannot be fully inspected.OnDecember 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRCauthorities in those jurisdictions,and the PCAOB included in the report of its determination a list of the accounting firms that areheadquartered in the PRC or Hong Kong.This list did not include our auditor,ZH CPA,LLC.On December 15,2022,the PCAOBBoard determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,shouldPRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the needto issue a new determination.On December 29,2022,the Consolidated Appropriations Act,2023,was signed into law,whichamended the Holding Foreign Companies Accountable Act(the“HFCA Act”)(i)to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two,and(ii)so that any foreignjurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a companys auditor.As itwas originally enacted,the HFCA Act applied only if the PCAOBs inability to inspect or investigate was due to a position takenby an authority in the foreign jurisdiction where the relevant public accounting firm is located.As a result of the ConsolidatedAppropriations Act,2023,the HFCA Act now also applies if the PCAOBs inability to inspect or investigate the relevantaccounting firm is due to a position taken by an authority in any foreign jurisdiction.The denying jurisdiction does not need to bewhere the accounting firm is located.Our auditor,ZH CPA,LLC an independent registered public accounting firm,is subject tolaws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards.ZH CPA,LLC is headquartered in Denver,Colorado,and is subject to PCAOB inspection.In the event thatPCAOB later determines that it is unable to inspect or investigate completely our auditor,then such lack of inspection could causeour securities to be delisted from the stock exchange.See“Risk Factors Risks Related to Doing Business in China Ourordinary shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditor.The delisting of our ordinaryshares,or the threat of their being delisted,may materially and adversely affect the value of your investment.”on page 34.Our officers and directors will have significant influence over the Company following the completion of this offering dueto their significant shareholding in the Company,in particular Mr.Hui Xu,our director and Chief Executive Officer,who currentlybeneficially owns an aggregate of 33.28%of our outstanding ordinary shares and is expected to own approximately%of ouroutstanding ordinary shares upon the completion of this offering.For more information regarding Mr.Xus beneficial ownership,see“Principal Shareholders”on page 138 and“Risk Factors Risks Related to Offering and Ownership of Ordinary Shares Our director and Chief Executive Officer has substantial influence over our company.His interests may not be aligned with theinterests of our other shareholders,and he could prevent or cause a change of control or other transactions”on page 64.Upon completion of this offering,we will be a“controlled company”as defined under the Nasdaq Listing Rules,becausecertain principal shareholders,including Mr.Hui Xu,our director and Chief Executive Officer,Wei Wang,Qiangang Qiu andChenhan Xu(Collectively,the“Principal Shareholders”),will own approximately an aggregate of%of our outstandingordinary shares upon the completion of this offering and they entered into an acting in concert agreement dated March 26,2024,pursuant to which,each of the Principal Shareholders,other than Mr.Xu,has agreed that if the Company seeks shareholderapproval of corporate matters,he or she will vote all the ordinary shares he or she beneficially owns in accordance with the actionof Mr.Hui Xu.See“Risk Factors-Risks Related to this Offering and Ownership of our Ordinary Shares-Our director and ChiefExecutive Officer will control the outcome of shareholder actions in our company.His interests may not be aligned with theinterests of our other shareholders,and he has the power to prevent or cause a change of control or other transactions.”for moreinformation regarding the acting in concert agreement.For as long as we remain a controlled company under that definition,we arepermitted to elect to rely on certain exemptions from certain Nasdaq corporate governance requirements.For more information,including a more detailed description of risks related to being a“controlled company,”see“Prospectus Summary Implications ofBeing a Controlled Company”and“Risk Factors Risks Related to Our Business and Industry We will be a controlledcompany as defined under the Nasdaq Listing Rules.Although we do not intend to rely on the controlled company exemptionunder the Nasdaq Listing Rules,we could elect to rely on this exemption in the future and you will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements.”As a holding company,Texxon relies on dividends and other distributions on equity paid by our PRC subsidiaries for itscash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to us.In the future,cash proceeds raised from overseas financingactivities,including this offering,may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans,asthe case may be.As of the date of this prospectus,there were no cash flows between our Cayman Islands holding company and oursubsidiaries.Based on the advice of our counsel as to Cayman Islands law,Mourant Ozannes(Cayman)LLP,there are nolimitations imposed by Cayman Islands law on Texxons ability to transfer cash or pay dividend or other distributions in cash to itsshareholders,other than as set out under the section titled“Dividend Policy”.Among Texxon and its subsidiaries,cash can betransferred from Texxon and its subsidiary,Texxon Hong Kong Limited,as needed in the form of capital contributions orshareholder loans,as the case may be,to our PRC subsidiaries as we are permitted under PRC laws and regulations to providefunding to our PRC subsidiaries only through capital contributions or loans,and only if we satisfy the applicable governmentregistration and approval/filing requirements in China.The transfer of funds among companies are subject to the Provisions of theSupreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 SecondRevision,the“Provisions on Private Lending Cases”),which was implemented on January 1,2021 to regulate the financingactivities between natural persons,legal persons and unincorporated organizations.In the opinion of our PRC counsel,Jingtian&Gongcheng,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund anothersubsidiarys operations for ordinary production and business purposes.We have not been notified of any restriction which couldlimit our PRC subsidiaries ability to transfer cash between PRC subsidiaries within the PRC.Based on the opinion of our HongKong counsel,Benson Li&Co.Solicitors,as of the date of this prospectus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),excepttransfer of funds involving money laundering and criminal activities.Furthermore,the PRC government imposes oversight on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.In addition,the PRC Enterprise Income Tax Law(the“EIT Law”)and its implementationrules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments ofother countries or regions where the non-PRC resident enterprises are tax resident.To the extent cash or assets in our business arein the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for otheruse outside of the PRC or Hong Kong in the event of any interventions in or the imposition of restrictions and limitations on theability of our company and our subsidiaries by the PRC government to transfer cash or assets.Additionally,dividend distributionby PRC companies to foreign investors must be reviewed by a bank designated by the State Administration of Foreign Exchange ofChina(the“SAFE”)that processes outward remittance of profits.The review will include reasonable examination of transactiondocuments.Upon review and approval by the designated bank,our WFOE in China may remit dividends to Texxon HK.As of thedate of this prospectus,no transfers,dividends or other distributions have been made from our subsidiaries to our Cayman Islandsholding company or the investors out of the PRC,including U.S.investors,and no transfers,loans,or capital contributions havebeen made from our Cayman Islands holding company to any of our subsidiaries or the investors out of the PRC,including theU.S.investors.In addition,our primary operating subsidiary,Zhejiang Net Plastic Technology Co.,Ltd.(“Net PlasticTechnology”),has maintained cash flow management policies which dictate the purpose,amount and procedure of cash transfers.Each transfer of cash into or from Net Plastic is subject to internal approvals from at least two manager-level personnel includingsubmitting supporting documentation(such as payment receipts or invoices),reviewing the documentation,and executing thepayment.A single employee is not allowed to complete each and every stage of a cash transfer,but rather only specific parts of thewhole procedure.Only the finance department is authorized to make cash transfers.Within the finance department,the roles forpayment approval,payment execution,record keeping,and auditing are segregated to minimize risk.See“Prospectus SummaryDividends and Other Distributions.”Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,after making up for previous years accumulatedlosses,if any,to fund certain statutory reserves,until the aggregate amount of such funds reaches 50%of its registered capital.Thisportion of our PRC subsidiaries respective net assets are prohibited from being distributed to their shareholders as dividends.See“Prospectus Summary Dividends and Other Distributions”and“Regulation-Regulations on Dividend Distributions”.However,none of our subsidiaries has made any dividends or other distributions to our holding company or any U.S.investors as of the dateof this prospectus.See also“Risk Factors Risks Related to Doing Business in China-We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund offshore cash and financing requirements and any limitation on the abilityof our PRC subsidiaries to make remittance to pay dividends to us could limit our ability to access cash generated by theoperations of those entities”on page 31.In addition,the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of mainland China.If the foreign exchange control system prevents us from obtainingsufficient foreign currencies to satisfy our foreign currency demands,we may not be able to transfer cash out of mainland China,and pay dividends in foreign currencies to our shareholders.There can be no assurance that the PRC government will not interveneor impose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors,which could resultin an inability or prohibition on making transfers or distributions outside of China and may adversely affect our business,financialcondition and results of operations.See“Prospectus Summary Dividends and Other Distributions.”See“Risk Factors RisksRelated to Doing Business in China-Restrictions on currency exchange may limit our ability to utilize our revenues effectively”onpage 33.PerShare Total Initial public offering price(1)$Underwriting discounts and commissions(2)$Proceeds to us,before expenses$(1)Based on an assumed public offering price of US$per ordinary share.(2)Represents underwriting discount and commissions equal to 8%per ordinary share(or$per ordinary share).Does not include the following additional compensation payable to the underwriters.In addition to the compensationreferenced above,we have agreed to provide EF Hutton LLC,the representative of the underwriters,or their designees,with anon-accountable expense allowance equal to 0.5%of the gross proceeds of this offering,payable to the underwriters,or thereimbursement of certain expenses of the underwriters.In addition,we have agreed to issue upon the closing of this offering,compensation warrants to EF Hutton,division of Benchmark Investments,LLC,as representative of the underwriters,exercisable for a one and a half year period commencing six months from the commencement date of sales in this offeringentitling the representative to purchase up to 5%of the number of shares sold in this offering at a per share exercise price equalto the public offering price.The registration statement of which this prospectus is a part also covers such warrants and theshares issuable upon the exercise thereof.For a description of the other terms of compensation to be received by theunderwriters,see“Underwriting.”We have granted the representative of the underwriters an option for a period of 30 days to purchase up to an additional ordinary shares,solely to cover over-allotments,if any.Neither the U.S.Securities and Exchange Commission(the“SEC”)nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contraryis a criminal offense.The underwriters expect to deliver the ordinary shares against payment in New York,NY on or about,2024.EF Hutton,LLC Prospectus dated,2024.TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 18 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 68 USE OF PROCEEDS 69 DIVIDEND POLICY 70 CAPITALIZATION 71 DILUTION 72 ENFORCEABILITY OF CIVIL LIABILITIES 73 CORPORATE HISTORY AND STRUCTURE 75 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 78 INDUSTRY 102 BUSINESS 107 REGULATION 119 MANAGEMENT 132 PRINCIPAL SHAREHOLDERS 138 RELATED PARTY TRANSACTIONS 139 DESCRIPTION OF SHARE CAPITAL 140 SHARES ELIGIBLE FOR FUTURE SALE 151 TAXATION 152 UNDERWRITING 158 EXPENSES OF THIS OFFERING 163 LEGAL MATTERS 163 EXPERTS 163 WHERE YOU CAN FIND ADDITIONAL INFORMATION 163 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with different information.If anyone provides you with different or inconsistent information,youshould not rely on it.We are not,and the underwriters are not,making an offer to sell securities in any jurisdiction where the offeror sale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any date otherthan the date on the front of this prospectus.For investors outside of the United States of America(the“United States”or the“U.S.”):Neither we nor the underwritershave done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other than theUnited States,where action for that purpose is required.Persons outside of the United States who come into possession of thisprospectus must inform themselves about,and observe any restrictions relating to,the offering of our ordinary shares and thedistribution of this prospectus outside of the United States.i ABOUT THIS PROSPECTUS Unless otherwise indicated,in this prospectus,the following terms shall have the meaning set out below:“Cayman”The Cayman Islands “China”or“PRC”The Peoples Republic of China,and only in the context of describing PRC rules,laws,regulations,regulatoryauthority,and any PRC entities or citizens under such rules,laws and regulations and other legal or taxmatters in this prospectus,excludes Hong Kong,Macau and Taiwan.“Code”The United States Internal Revenue Code of 1986,as amended “Exchange Act”The Securities Exchange Act of 1934,as amended “Nasdaq”The Nasdaq Stock Market LLC “ordinary shares”Our ordinary shares,par value$0.0001 per share “PCAOB”The Public Company Accounting Oversight Board “RMB”or“Renminbi”Legal currency of China “PFIC”A passive foreign investment company “SEC”The United States Securities and Exchange Commission “Securities Act”The Securities Act of 1933,as amended “Texxon”Texxon Holding Limited,an exempted company with limited liability incorporated under the laws of CaymanIslands.“Texxon HK”Texxon Hong Kong Limited,a limited company organized under the laws of Hong Kong and a wholly ownedsubsidiary of Texxon.“Net PlasticTechnology”Zhejiang Net Plastic Technology Co.,Ltd.,a PRC limited liability company and majority owned subsidiary ofWFOE.“WFOE”or HuanSu Technology(Henan)Co.,Ltd.,a limited liability company organized under the laws of China,whichis wholly owned by Texxon HK.“US$,”“U.S.dollars,”“$,”and“dollars”Legal currency of the United States Our reporting currency is the US$.The functional currency of our entities formed in China is the RMB.The functionalcurrency of our entity incorporated in Hong Kong is the Hong Kong Dollar(“HKD”).This registration statement containsconversion of certain RMB amounts into U.S.dollar amounts at specified rates solely for the convenience of the reader.Theconversion of RMB into U.S.dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of theBoard of Governors of the Federal Reserve System.Unless otherwise noted,all translations from Renminbi to U.S.dollars andfrom U.S.dollars to Renminbi in this prospectus are made at RMB7.0999 to US1.00,the exchange rate set forth in the H.10statistical release of the Federal Reserve Board on December 31,2023.We make no representation that any RMB or U.S.dollaramounts could have been,or could be,converted into U.S.dollars or RMB,as the case may be,at any particular rate,or at all.ThePRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB intoforeign exchange.ii Numerical figures included in this registration statement may be subject to rounding adjustments.Accordingly,numericalfigures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.For clarification,this prospectus follows the English naming convention of first name followed by last name,regardless ofwhether an individuals name is Chinese or English.For example,the name of our Chairman will be presented as“Hui Xu”,eventhough,in Chinese,Hui Xus name is presented as“Xu Hui.”Our fiscal year end is June 30.References to a particular“fiscal year”are to our fiscal year ended June 30 of that calendaryear.Our audited consolidated financial statements have been prepared in accordance with the generally accepted accountingprinciples in the United States(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all information in this prospectus assumes no exercise bythe underwriters of their over-allotment option.We obtained the industry,market and competitive position data in this prospectus from our own internal estimates,surveys,and research as well as from publicly available information,industry and general publications and research,surveys andstudies conducted by third parties.Industry publications,research,surveys,studies and forecasts generally state that theinformation they contain has been obtained from sources believed to be reliable,but that the accuracy and completeness of suchinformation is not guaranteed.Forecasts and other forward-looking information obtained from these sources are subject to the samequalifications and uncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety of factors,including those described under“Risk Factors”.These and other factors could cause results to differ materially from thoseexpressed in these forecasts and other forward-looking information.We have proprietary rights to trademarks used in this prospectus that are important to our business,many of which areregistered under applicable intellectual property laws.Solely for convenience,the trademarks,service marks and trade namesreferred to in this prospectus are without the,and other similar symbols,but such references are not intended to indicate,inany way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensors tothese trademarks,service marks and trade names.This prospectus may contain trademarks,service marks and trade names of others.All trademarks,service marks and tradenames appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend our use ordisplay of other companies trademarks,service marks or trade names to imply a relationship with,or endorsement or sponsorshipof us by,any other person.iii PROSPECTUS SUMMARY Investors are cautioned that you are purchasing ordinary shares of our Cayman Islands holding company in thisinitial public offering instead of purchasing equity interests of our subsidiaries that have business operations in China.This corporate structure involves unique risks.This summary highlights certain information contained elsewhere in this prospectus.This summary does not contain allof the information you should consider before buying shares in this offering.You should read the entire prospectus carefully,including our financial statements and related notes and the risks described under“Risk Factors.”This summary containsforward-looking statements that involve risks and uncertainties,such as statements about our plans,objectives,expectations,assumptions or future events.These statements involve estimates,assumptions,known and unknown risks,uncertainties andother factors that could cause actual results to differ materially from any future results,performances or achievements expressedor implied by the forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements.”Overview Texxon is a holding company incorporated as an exempted company under the laws of the Cayman Islands.As aholding company with no material operations of its own,Texxon conducts substantially all of its operations through its PRCsubsidiaries,primarily Net Plastic Technology,which started its business in Yuyao,China in 2011.We are a leading provider of supply chain management services in East China,servicing customers in the plastics andchemical industries in China.Through our technology-enabled platform,we provide a full spectrum of services to Chinese SMEcustomers,including but not limited to,procurement,shipping and logistics,payments and fulfillment services.To address theextensive need from SMEs in China for more stable sources of supply,lower procurement costs,higher product quality,andenhanced risk management in the plastics and chemical markets in China,we aspire to build the largest one-stop plastic andchemical raw material supply chain management platform in China,to streamline the complex and labor-intensive raw materialprocurement process in the plastics and chemical industries and make it more convenient,cost-effective,and efficient for ourcustomers.We believe that our platform has the capacity to help streamline and optimize operational processes of marketparticipants,enhance sustainability and resilience in the entire supply chain,and create a dynamic ecosystem where stakeholderscan engage in transactions with ease and efficiency.We have built a highly scalable distributed software architecture for our platform that allows for continuousimprovement.We have also built an effective User Experience Design(UED)process into our platform to improve the customerexperience.In addition,with over a decade of experience in the plastic and chemical raw material market in China,we haveamassed substantial transaction data,including supplier and customer information,price trends,category-specific price indexesand market demand volume.The extensive data collection enables us to more accurately analyze price trends and marketdemands and make more informed decisions.Our Revenue Model We provide our customers with a one-stop procurement solution,for which our revenues are generated from sales ofproducts that our customers purchase on our platform.We purchase products from suppliers,including manufacturers ordistributors,and then sell them to our customers.The value of our services is taken into account and reflected in our sales priceof products.To enhance our inventory management flexibility,we work with suppliers to ship products directly to customers or havecustomers pick up the products by themselves.We determine the prices at which products are sold to our customers and generaterevenue from the difference between our purchase price from suppliers and the sales price of products.Our Strengths We believe that the following are our key competitive strengths contributing to our growth and,on a combined basis,differentiating us from our competitors:One-stop solution for product procurement encompassing wide selection of products and ensuring timely andreliable fulfillment;An advanced supply chain management platform powered by technology and data;and Visionary founders and an experienced management team.Our Strategies Our goal is to become the largest one stop plastic and chemical raw material supply chain management platform inChina.In order to stay competitive,we will:Continue to invest in technology and data to enhance our supply chain management platform;Further optimize our one-stop solution;and Accelerate the construction of our polystyrene(chemical and plastic raw material)factory in Henan Province,China.1 Our Corporate History and Structure Texxon is an exempted company with limited liability incorporated in the Cayman Islands in January 2022.We are aholding company of our group with no substantive operation.We carry out our business in China through our PRC subsidiaries,primarily Net Plastic Technology,which commenced business in 2011.For more details regarding our history,subsidiaries and corporate structure,see“Corporate History and Structure”onpage 75.The following diagram illustrates our simplified corporate structure,including our principal subsidiaries,as of the dateof this prospectus.We do not use a variable interest entity(VIE)structure.*Entities in which the Companys operations are conducted.Note:(1)Investors are purchasing ordinary shares of Texxon Holding Limited in this offering,which is a holding companyincorporated in the Cayman Islands.(2)Non-Controlling shareholders include Baisuo Qianxun(Shanghai)E-Commerce Co.,Ltd(approximately 3.894%),MR LIHong Kong Investment Limited(Hong Kong)(approximately 1%),and other 34 shareholders that each owns less than 0.5%of Zhejiang Net Plastic Technology Co.,Ltd.(3)Henan Net Plastic New Material Technology Co.,Ltd.s other shareholders include Taiqian Jusu Enterprise Management LP(approximately 17.07%),Taiqian Juben Enterprise Management LP(approximately 3.29%),Taiqian Investment Group Co.,Ltd.(approximately 9.09%),Taiqian County Yutai Network Plastic Investment Co.,Ltd(approximately 9.09%),and JiangsuQiangsheng Gongneng Chemical Co.,Ltd.(approximately 5.45%),collectively owning approximately 44%.Pursuant to aninvestment agreement executed by and among Net Plastic Technology(Henan)Co.,Ltd.,each of the five shareholdersabovementioned,and a third-party company,Puyang Hongbo Fanxiang Entrepreneurship Services Co.,Ltd.(“PuyangHongbo”),in January 2024,if Puyang Hongbo exercises its conversion right within one year of January 17,2024,NetPlastic Technology(Henan)Co.,Ltd.s equity interest in Henan Net Plastic New Material Technology Co.,Ltd.would bereduced to as low as approximately 52.2%.As of the date of this prospectus,Puyang Hongbo has not exercised anyconversion rights.2 (4)Henan Net Plastic Chemical Distribution Co.,Ltd.s other shareholder is Wenchen Wang,who owns 49%.(5)MR LI Hong Kong Investment Limited is wholly owned by Chang Li.Dividends and Other Distributions Texxon is a holding company with no material operations of its own and does not generate any revenue.We currentlyconduct substantially all of our operations through Net Plastic Technology.We are permitted under PRC laws and regulations toprovide funding to PRC subsidiaries only through loans or capital contributions,and only if we satisfy the applicablegovernment registration and approval requirements.See“Risk FactorsRisks Related to Doing Business in China PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currencyconversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand our business”on page30.Under our current corporate structure,we rely on dividend payments from our PRC subsidiaries to fund any cash andfinancing requirements we may have,including the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.Our subsidiaries in the PRC generate and retain cash generated from operatingactivities and re-invest it in our business.If any of our PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to us.As of the date of this prospectus,there were nocash flows between our Cayman Islands holding company and our subsidiaries,or among our PRC subsidiaries.The transfer of funds among PRC companies are subject to the Provisions of the Supreme Peoples Court on SeveralIssues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Second Revision,the“Provisions onPrivate Lending Cases”),which was implemented on January 1,2021 in China to regulate the financing activities betweennatural persons,legal persons and unincorporated organizations.The Provisions on Private Lending Cases set forth that privatelending contracts will be upheld as invalid under the circumstance that(i)the lender swindles loans from financial institutionsfor relending;(ii)the lender relends the funds obtained by means of a loan from another profit-making legal person,raisingfunds from its employees,illegally taking deposits from the public;(iii)the lender who has not obtained the lending qualificationaccording to the law lends money to any unspecified object of the society for the purpose of making profits;(iv)the lender lendsfunds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds forillegal or criminal purposes;(v)the lending is violations of public orders or good morals;or(vi)the lending is in violations ofmandatory provisions of laws or administrative regulations.In the opinion of our PRC counsel,Jingtian&Gongcheng,theProvisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiarysoperations for ordinary production and business purposes.We have not been notified of any other restriction which could limitour PRC subsidiaries ability to transfer cash between PRC subsidiaries within PRC.See“Regulation Regulations Relating toPrivate Lending.”Based on the advice of our counsel as to Cayman Islands law,Mourant Ozannes(Cayman)LLP,there are no limitationsimposed by Cayman Islands law on Texxons ability to transfer cash or pay dividend or other distributions in cash to itsshareholders,other than as set out under the section titled“Dividend Policy”.Among Texxon and its subsidiaries,cash can betransferred from Texxon and Texxon Hong Kong Limited as needed in the form of capital contributions or shareholder loans,asthe case may be,to the PRC subsidiaries as we are permitted under PRC laws and regulations to provide funding to our PRCsubsidiaries only through capital contributions or loans,and only if we satisfy the applicable government registration andapproval requirements in China.Based on the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,as of the date ofthis prospectus,there is no restriction imposed by the Hong Kong government on the transfer of capital within,into and out ofHong Kong(including funds from Hong Kong to the PRC),except transfer of funds involving money laundering and criminalactivities.The PRC government imposes controls on the conversion of RMB into foreign currencies and the remittance ofcurrencies out of the PRC.In addition,the EIT Law and its implementation rules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless reduced under treaties orarrangements between the PRC central government and the governments of other countries or regions where the non-PRCresident enterprises are tax resident.Any gain realized on the transfer of ordinary shares by such investors is also subject to PRCtax at a current rate of 10%which in the case of dividends will be withheld at source if such gain is regarded as income derivedfrom sources within the PRC.See also“Risk Factors Risks Related to Doing Business in China-Dividends payable to ourforeign investors and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax”on page 32.Further,to the extent cash or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds orassets may not be available to fund operations or for other use outside of the PRC or Hong Kong in the event of anyinterventions in or the imposition of restrictions and limitations on the ability of our company and our subsidiaries by the PRCgovernment to transfer cash or assets.See“Risk Factors Risks Related to Doing Business in China To the extent cash orassets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC or Hong Kong in the event of any interventions in or the imposition ofrestrictions and limitations on the ability of our company and our subsidiaries by the PRC government to transfer cash or assets,which may materially and adversely affect our business,financial condition and results of operations and may result in ourinability to sustain our growth and expansion strategies”on page 25.As of the date of this prospectus,no transfers,dividends orother distributions have been made from our subsidiaries to our Cayman Islands holding company or the investors out of thePRC,including U.S.investors,and no transfers,loans,or capital contributions have been made from our Cayman Islandsholding company to any of our subsidiaries or the investors out of the PRC,including the U.S.investors.3 However,there are limitations on our ability to transfer cash between us and our U.S.investors.Dividend distributionto our foreign investors must be reviewed by a bank designated by the State Administration of Foreign Exchange of China(the“SAFE”)that processes outward remittance of profits.The review will include reasonable examination of transactiondocuments.Upon review and approval by the designated bank,our WFOE in China may remit dividends to Texxon HK,unlessthe PRC government temporarily introduces relevant policies that prevent WFOE from remitting dividends to Texxon HK in atimely manner.Notwithstanding the foregoing,we intend to retain all of our available funds and any future earnings after thisoffering and cash proceeds from overseas financing activities,including this offering,to fund the development and growth of ourbusiness.As a result,we do not expect to pay any cash dividends in the foreseeable future.As of the date of this prospectus,notransfers,dividends or other distributions have been made between our PRC subsidiaries.In the future,cash proceeds raisedfrom overseas financing activities,including this offering,may be transferred by us based on current statutory limits to our PRCsubsidiaries via capital contribution or shareholder loans,as the case may be.All of our PRC subsidiaries maintain cash flow management policies.Each transfer of cash out of our PRC subsidiariesis subject to internal approvals from at least two manager-level personnel,including submitting supporting documentation(suchas payment receipts or invoices),reviewing the documentation,and executing the payment.A single employee is not allowed tocomplete each and every stage of a cash transfer,but rather only specific parts of the whole procedure.Only the financedepartment is authorized to make cash transfers.Within the finance department,the roles for payment approval,paymentexecution,record keeping,and auditing are segregated to minimize risk.Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,after making up for previous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregate amount of such funds reaches 50%of itsregistered capital.This portion of our PRC subsidiaries respective net assets are prohibited from being distributed to theirshareholders as dividends.See“Regulation-Regulations on Dividend Distributions”.However,none of our subsidiaries hasmade any dividends or other distributions to our holding company or any U.S.investors as of the date of this prospectus.Seealso“Risk Factors Risks Related to Doing Business in China-We rely on dividends and other distributions on equity paid byour subsidiaries to fund offshore cash and financing requirements and any limitation on the ability of our PRC subsidiaries tomake remittance to pay dividends to us could limit our ability to access cash generated by the operations of those entities”onpage 31.In addition,the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of mainland China.If the foreign exchange control system prevents us fromobtaining sufficient foreign currencies to satisfy our foreign currency demands,we may not be able to transfer cash out ofmainland China,and pay dividends in foreign currencies to our shareholders.There can be no assurance that the PRCgovernment will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization or toforeign investors,which could result in an inability or prohibition on making transfers or distributions outside of China and mayadversely affect our business,financial condition and results of operations.See“Risk Factors Risks Related to Doing Businessin China-Restrictions on currency exchange may limit our ability to utilize our revenues effectively”on page 33.Going Concern Assessment The Company had accumulated deficits of$3,414,685 as of December 31,2023 and negative cash flow of$18,614,756in operating activities for the six months ended December 31,2023.The Company had cash and cash equivalents of$505,991 asof December 31,2023 and generated an operating income of$540,913 for the six months ended December 31,2023.In assessing whether the going concern assumption is appropriate,management considers all available informationabout the future,which is at least,but not limited to,twelve months from the end of the reporting period.Our ability to continueoperations and fund its exploration and development expenditures is dependent on managements ability to secure additionalfinancing.Management is actively pursuing such additional sources of financing,and while it has been successful in doing so inthe past,there can be no assurance it will be able to do so in the future.Management plans to address these concerns further by securing additional financing through this offering and otherdebt financing.Management assessed the mitigating effect of its plans to determine if it is probable that the plans would beeffectively implemented within one year after the date of issuance of the unaudited condensed consolidated financial statementsfor the six months ended December 31,2023 and 2022,and would mitigate the relevant conditions or events that raisesubstantial doubt about our ability to continue as a going concern.For more details,see“Risk Factors Risks Related to Our Business and Industry There is substantial doubt about ourability to continue as a going concern”on page 58 and“Managements Discussion and Analysis of Financial Condition andResults of Operation Going Concern Assessment”on page 93.4 Summary of Risks Affecting Our Company Our business is subject to multiple risks and uncertainties,as more fully described in“Risk Factors”and elsewhere inthis prospectus.We urge you to read“Risk Factors”and this prospectus in full.Our principal risks may be summarized asfollows:Risks Related to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general,including,but are not limited to,the following:The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseasoffering and listing in foreign markets.Under the Trial Measures,the PRC government exerts more oversight andcontrol over offerings that are conducted overseas and foreign investment in China-based issuers,which couldsignificantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors andcould cause the value of our ordinary shares to significantly decline or such shares to become worthless.See“RiskFactors Risks Related to Doing Business in China The CSRC has recently released the Trial Measures forChina-based companies seeking to conduct overseas offering and listing in foreign markets.Under the TrialMeasures,the PRC government exerts more oversight and control over offerings that are conducted overseas andforeign investment in China-based issuers,which could significantly limit or completely hinder our ability to offeror continue to offer our ordinary shares to investors and could cause the value of our ordinary shares tosignificantly decline or such shares to become worthless.”beginning on page 18;Changes in the political and economic policies of the PRC government or in relations between China and theUnited States may materially and adversely affect our business,financial condition and results of operations andmay result in our inability to sustain our growth and expansion strategies.See“Risk Factors Risks Related toDoing Business in China Changes in the political and economic policies of the PRC government or in relationsbetween China and the United States may materially and adversely affect our business,financial condition andresults of operations and may result in our inability to sustain our growth and expansion strategies.”beginning onpage 19;There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations.See“RiskFactors Risks Related to Doing Business in China There are uncertainties regarding the interpretation andenforcement of PRC laws,rules and regulations.”beginning on page 20;The PRC government exerts substantial influence over the manner in which we conduct our business activities.The PRC government may also intervene or influence our operations at any time or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers,such as us,which could result in amaterial change in our operations and our ordinary shares could decline in value or become worthless.See“RiskFactors Risks Related to Doing Business in China The PRC government exerts substantial influence over themanner in which we conduct our business activities.The PRC government may also intervene or influence ouroperations at any time or may exert more control over offerings conducted overseas and/or foreign investment inChina-based issuers,such as us,which could result in a material change in our operations and our ordinaryshares could decline in value or become worthless.”beginning on page 23;The rules and regulations in China can change quickly with short notice and uncertainties in the interpretation andenforcement of PRC laws,rules and regulations could limit the legal protections available to you and us.See“RiskFactors The rules and regulations in China can change quickly with short notice and uncertainties in theinterpretation and enforcement of PRC laws,rules and regulations could limit the legal protections available toyou and us.”beginning on page 23;5 To the extent cash or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the fundsor assets may not be available to fund operations or for other use outside of the PRC or Hong Kong in the event ofany interventions in or the imposition of restrictions and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets,which may materially and adversely affect ourbusiness,financial condition and results of operations and may result in our inability to sustain our growth andexpansion strategies.See“Risk Factors Risks Related to Doing Business in China To the extent cash orassets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC or Hong Kong in the event of any interventions inor the imposition of restrictions and limitations on the ability of our company and our subsidiaries by the PRCgovernment to transfer cash or assets,which may materially and adversely affect our business,financial conditionand results of operations and may result in our inability to sustain our growth and expansion strategies.”beginning on page 25;You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringingactions in China against us or our management named in the prospectus based on foreign laws.See“Risk Factors Risks Related to Doing Business in China You may experience difficulties in effecting service of legalprocess,enforcing foreign judgments or bringing actions in China against us or our management named in theprospectus based on foreign laws.”beginning on page 26;Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated byrelevant PRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals,ifrequired,could have a material adverse effect on our business,operating results and reputation as well as thetrading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability tooffer or continue to offer securities to investors outside China.See“Risk Factors Risks Related to DoingBusiness in China Any requirement to obtain prior approval under the M&A Rules and/or any other regulationspromulgated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain anysuch approvals,if required,could have a material adverse effect on our business,operating results and reputationas well as the trading price of our ordinary shares,and could also create uncertainties for this offering and affectour ability to offer or continue to offer securities to investors outside China.”beginning on page 26;PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.See“Risk Factors Risks Related to Doing Business in China PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business”beginning on page 30;We rely on dividends and other distributions on equity paid by our subsidiaries to fund offshore cash and financingrequirements and any limitation on the ability of our PRC subsidiaries to transfer cash out of China and/or makeremittance to pay dividends to us could limit our ability to access cash generated by the operations of thoseentities.See“Risk Factors Risks Related to Doing Business in China We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund offshore cash and financing requirements and anylimitation on the ability of our PRC subsidiaries to transfer cash out of China and/or make remittance to paydividends to us could limit our ability to access cash generated by the operations of those entities.”beginning onpage 31;and Our ordinary shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditor.Thedelisting of our ordinary shares,or the threat of their being delisted,may materially and adversely affect the valueof your investment.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signedinto law by President Biden.The CAA,among other things,reduced the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCAA as it was originally passed from three years totwo,and thus,reduced the time before our shares may be prohibited from trading or delisted.See“Risk Factors Risks Related to Doing Business in China Our ordinary shares may be delisted under the HFCA Act if thePCAOB is unable to inspect our auditors.The delisting of our ordinary shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.”beginning on page 34.6 Risks Related to Our Business and Industry Risks and uncertainties related to our business and industry include,but are not limited to,the following:Our business,financial condition and results of operations may be materially and adversely affected if we areunable to attract and retain customers and maintain satisfactory customer experience.See“Risk Factors RisksRelated to Our Business and Industry Our business,financial condition and results of operations may bematerially and adversely affected if we are unable to attract and retain customers and maintain satisfactorycustomer experience.”beginning on page 36;If we cannot manage the growth of our business or execute our strategies effectively,our business and prospectsmay be materially and adversely affected.See“Risk Factors Risks Related to Our Business and Industry Ifwe cannot manage the growth of our business or execute our strategies effectively,our business and prospects maybe materially and adversely affected.”beginning on page 36;If we fail to introduce digital solutions or services in a manner that responds to the evolving needs of customers,our business may be adversely affected.See“Risk Factors Risks Related to Our Business and Industry If wefail to introduce digital solutions or services in a manner that responds to the evolving needs of customers,ourbusiness may be adversely affected.”beginning on page 37;If we fail to improve and enhance the functionality,performance,reliability,design,security and scalability of ourplatform,our business may be adversely affected.See“Risk Factors Risks Related to Our Business andIndustry If we fail to improve and enhance the functionality,performance,reliability,design,security andscalability of our platform,our business may be adversely affected.”beginning on page 37;We are exposed to fluctuations in the supply of,or demand for,primarily chemical and plastic raw materials,inside and outside of China,along with the conditions underlying such fluctuations,which could adversely affectthe trading volume and price of the products available on our platform.See“Risk Factors Risks Related to OurBusiness and Industry We are exposed to fluctuations in the supply of,or demand for,primarily chemical andplastic raw materials,inside and outside of China,along with the conditions underlying such fluctuations,whichcould adversely affect the trading volume and price of the products available on our platform.”beginning on page37;We are reliant on suppliers for the supply of products.If we fail to maintain good relationships with them,or reachreasonable terms,our business and financial performance may be materially and adversely affected.See“RiskFactors Risks Related to Our Business and Industry We are reliant on suppliers for the supply of products.Ifwe fail to maintain good relationships with them,or reach reasonable terms,our business and financialperformance may be materially and adversely affected.”beginning on page 39;We are subject to risks relating to the fulfillment of products,including hazardous products such as hazardouschemicals,offered on our platform.See“Risk Factors Risks Related to Our Business and Industry We aresubject to risks relating to the fulfillment of products.”beginning on page 39 and“Risk Factors Risks Related toOur Business and Industry We are subject to risks relating to the fulfillment of hazardous products,such ashazardous chemicals,offered on our platform.”beginning on page 40;7 We are subject to risks related to construction of our polystyrene factory in Henan Province,China.See“RiskFactors Risks Related to Our Business and Industry We are subject to risks related to construction of ourpolystyrene factory in Henan Province,China.”beginning on page 41;We are in the process of obtaining certificates for our polystyrene factory in Henan Province,China.If we fail toobtain any of them,our business may be materially and adversely affected.See“Risk Factors Risks Related toOur Business and Industry We are in the process of obtaining certificates for our polystyrene factory in HenanProvince,China.If we fail to obtain any of them,our business may be materially and adversely affected.”beginning on page 41;Volatility in commodity prices and changes in energy costs and the cost of raw materials used in the products soldon our platform may adversely affect gross margins and our results of operations.See“Risk Factors RisksRelated to Our Business and Industry Volatility in commodity prices and changes in energy costs and the cost ofraw materials used in the products sold on our platform may adversely affect gross margins and our results ofoperations.”beginning on page 48;Our debt may restrict our operations,and cash flows and capital resources may be insufficient to make requiredpayments on our substantial indebtedness and future indebtedness.See“Risk Factors Risks Related to OurBusiness and Industry Our debt may restrict our operations,and cash flows and capital resources may beinsufficient to make required payments on our substantial indebtedness and future indebtedness.”beginning onpage 48;If we cannot effectively and properly collect payment from our customers,our business and operations may bematerially and adversely affected.See“Risk Factors Risks Related to Our Business and Industry If wecannot effectively and properly collect payment from our customers,our business and operations may bematerially and adversely affected.”beginning on page 53;We have identified a material weakness in our internal control over financial reporting.If we do not adequatelyremediate the material weakness,or if we experience additional material weakness in the future or otherwise failto maintain effective internal controls,we may not be able to accurately or timely report our financial condition orresults of operations,or comply with the accounting and reporting requirements applicable to public companies,which may adversely affect investor confidence in us and the market price of our ordinary shares.See“RiskFactors Risks Related to Our Business and Industry We have identified a material weakness in our internalcontrol over financial reporting.If we do not adequately remediate the material weakness,or if we experienceadditional material weakness in the future or otherwise fail to maintain effective internal controls,we may not beable to accurately or timely report our financial condition or results of operations,or comply with the accountingand reporting requirements applicable to public companies,which may adversely affect investor confidence in usand the market price of our ordinary shares.”beginning on page 57;There is substantial doubt about our ability to continue as a going concern.See“Risk Factors Risks Related toOur Business and Industry There is substantial doubt about our ability to continue as a going concern.”We will be a“controlled company”as defined under the Nasdaq Listing Rules.Although we do not intend to relyon the“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on this exemptionin the future and you will not have the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.See“Risk Factors Risks Related to Our Business and Industry Wewill be a“controlled company”as defined under the Nasdaq Listing Rules.Although we do not intend to rely onthe“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on this exemption inthe future and you will not have the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.”beginning on page 65.8 Risks Related to this Offering and Ownership of our Ordinary Shares In addition to the risks and uncertainties described above,we are subject to risks relating to ordinary shares and thisoffering,including,but not limited to,the following:An active trading market for our ordinary shares or our ordinary shares may not develop and the trading price forour ordinary shares may fluctuate significantly.See“Risk Factors Risks Related to this Offering and Ownershipof our Ordinary Shares An active trading market for our ordinary shares or our ordinary shares may notdevelop and the trading price for our ordinary shares may fluctuate significantly”beginning on page 60;Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan tohave a small public offering and insiders will hold a large portion of our listed securities.See“Risk Factors Risks Related to this Offering and Ownership of our Ordinary Shares Nasdaq may apply additional and morestringent criteria for our initial and continued listing because we plan to have a small public offering and insiderswill hold a large portion of our listed securities”beginning on page 60;The trading price of our ordinary shares may be volatile,which could result in substantial losses to investors.See“Risk Factors Risks Related to this Offering and Ownership of our Ordinary Shares The trading price of ourordinary shares may be volatile,which could result in substantial losses to investors”beginning on page 61;Certain recent initial public offerings of companies with public floats comparable to our anticipated public floathave experienced extreme volatility that was seemingly unrelated to the underlying performance of the respectivecompany.We may experience similar volatility,which may make it difficult for prospective investors to assess thevalue of our ordinary shares.See“Risk Factors Risks Related to this Offering and Ownership of OrdinaryShares Certain recent initial public offerings of companies with public floats comparable to our anticipatedpublic float have experienced extreme volatility that was seemingly unrelated to the underlying performance of therespective company.We may experience similar volatility,which may make it difficult for prospective investors toassess the value of our ordinary shares”beginning on page 62;and Because the initial public offering price is substantially higher than the pro forma net tangible book value pershare,you will experience immediate and substantial dilution.See“Risk Factors Risks Related to this Offeringand Ownership of our Ordinary Shares Because the initial public offering price is substantially higher than thepro forma net tangible book value per share,you will experience immediate and substantial dilution”beginningon page 63.Recent Regulatory Developments in China Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”)and the Anti-Monopoly Law of the Peoples Republic of China promulgated by the SCNPC which was recentlyamended on June 24,2022 and came into effect on August 1,2022(“Anti-Monopoly Law”),established additional proceduresand requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex.Such regulation requires,among other things,that the Ministry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRCdomestic enterprise or a foreign company with substantial PRC operations,if certain thresholds under the Provisions of the StateCouncil on the Standard for Declaration of Concentration of Business Operators,issued by the State Council in 2008 and lastamended in 2018,are triggered.Moreover,the Anti-Monopoly Law requires that transactions which involve the nationalsecurity,the examination on the national security shall also be conducted according to the relevant provisions of the Measuresfor the Safety Examination of Foreign Investment.In addition,the PRC Measures for the Security Review of Foreign Investmentwhich became effective in January 2021 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of anysuch acquisition.9 On July 6,2021,the relevant PRC government authorities made public the Opinions on Strictly Cracking Down IllegalSecurities Activities in Accordance with the Law.These opinions emphasized the need to strengthen the administration overillegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effectivemeasures,such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.Pursuant to the Opinions,Chinese regulators are required to accelerate rulemaking related tothe overseas issuance and listing of securities,and update the existing laws and regulations related to data security,cross-borderdata flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to beadopted under the umbrella of or in addition to the Cybersecurity Law of the Peoples Republic of China(the“CybersecurityLaw”),which were promulgated on November 7,2016 and became effective on June 1,2017,and Data Security Law of thePeoples Republic of China(the“Data Security Law”),which were promulgated on June 10,2021 and became effective onSeptember 1,2021.As of the date of this prospectus,no official guidance or related implementation rules have been issued yetand the interpretation of these opinions remains unclear at this stage.See“Risk Factors Risks Related to Doing Business inChina Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated by relevantPRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals,if required,could havea material adverse effect on our business,operating results and reputation as well as the trading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability to offer or continue to offer securities to investorsoutside China”on page 26.In addition,on July 10,2021,the Cyberspace Administration of China(the“CAC”)issued the Measures forCybersecurity Review(Revision Draft for Comments)for public comments,which propose to authorize the relevant governmentauthorities to conduct cybersecurity review on a range of activities that affect or may affect national security,including listingsin foreign countries by companies that possess the personal data of more than one million users.On December 28,2021,theMeasures for Cybersecurity Review(2021 version)which were promulgated and became effective on February 15,2022,provide that any“online platform operators”controlling personal information of more than one million users which seeks to listin a foreign stock exchange should also be subject to cybersecurity review.The Measures for Cybersecurity Review(2021version),further list the factors to be considered when assessing the national security risks of the relevant activities,including,among others,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegally used or exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a largeamount of personal information being affected,controlled,or maliciously used by foreign governments after listing abroad.TheCAC has said that under the new rules,companies holding data on more than 1,000,000 users must now apply for cybersecurityapproval when seeking listings in other nations because of the risk that such data and personal information could be“affected,controlled,and maliciously exploited by foreign governments.”The cybersecurity review will also look into the potentialnational security risks from overseas IPOs.On July 7,2022,the CAC promulgated the Data Outbound Transfer Security Assessment Measures(the“SecurityAssessment Measures”),which became effective on September 1,2022.The Security Assessment Measures provide that,amongothers,data processors shall apply to competent authorities for security assessment when(1)the data processors transferringimportant data abroad;(2)a critical information infrastructure operator and personal information processor that has processedpersonal information of more than one million people,transferring personal information abroad;(3)a data processor who hasprovided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals to overseasrecipients,in each case as calculated cumulatively,since January 1 of the last year,and(4)other circumstances where thesecurity assessment of data cross-border transfer is required as prescribed by the CAC.10 Mobile internet applications and the internet application store are specifically regulated by the AdministrativeProvisions on Mobile Internet Application Information Services(the“Mobile Application Administrative Provisions”)whichwere promulgated by the CAC on June 28,2016,effective on August 1,2016 and lastly amended on June 14,2022 and effectiveon August 1,2022.Pursuant to the Mobile Application Administrative Provisions,application information service providersshall obtain the relevant qualifications prescribed by laws and regulations,strictly implement their information contentadministrator responsibilities and carry out certain duties,including authenticate the real identity information of users,establishand complete information content inspection and management mechanisms,fulfill the data security protection obligations andregulate personal information processing activities.Furthermore,internet application information service providers shall signservice agreements with registered users,to determinate both sides rights and obligations.The promulgation of the above-mentioned laws and regulations indicates heightened regulatory scrutiny from PRCregulatory authorities in areas such as data security and personal information protection.In the opinion of Jingtian&Gongcheng,our PRC legal counsel,neither Texxon nor any of its PRC Subsidiaries issubject to the cybersecurity review,reporting or other permission requirements by the CAC under the applicable PRCcybersecurity laws and regulations with respect to the offering of Texxons securities or the business operations of Texxons PRCSubsidiaries,because neither Texxon nor any of its PRC Subsidiaries qualifies as a critical information infrastructure operator orhas conducted any data processing activities that affect or may affect national security or holds personal information of morethan one million users.As of the date of this prospectus,neither Texxon nor any of its PRC Subsidiaries has been required byany PRC governmental authority to apply for cybersecurity review,nor have Texxon or any of its PRC Subsidiaries received anyinquiry,notice,warning,sanction in such respect or been denied permission from any PRC regulatory authority to list on U.S.exchanges.On February 17,2023,the CSRC released the Trial Measures,effective March 31,2023.The Trial Measures apply tooverseas securities offerings and/or listings conducted by(i)companies incorporated in the PRC(“PRC domestic companies”),directly and(ii)companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests inPRC domestic companies(the“indirect offerings”).An equity or equity linked securities offering by an overseas company willbe deemed an indirect offering if(i)more than 50%of such overseas companys consolidated revenues,profit,total assets or netassets that are derived from its audited consolidated financial statements for the most recently completed fiscal year areattributable to PRC domestic companies,and(ii)any of the following three circumstances applies:its operations are carried outin the PRC;its principal places of business are located in the PRC;or the majority of the senior management members in chargeof operation and management are PRC citizens or residents.The determination will be made on the basis of“substance overform.”The Trial Measures requires(1)the filings of the overseas offering and listing plan by the PRC domestic companies withthe CSRC within three business days after the relevant application is submitted overseas regulatory authorities or stockexchanges,and(2)the filing of their underwriters with the CSRC within ten business days after signing its first engagementagreement for such business and the submission of an annual report on its business activities in the previous year associated withthe overseas securities offering and listing by PRC domestic companies to the CSRC no later than January 31 of each year.On the same day,the CSRC also held a press conference for the release of the Trial Measures and issued the Notice onOverseas Filing,which,among others,clarifies that:(i)on or prior to the effective date of the Trial Measures,the PRC domesticcompanies that have already submitted valid applications for overseas offering and listing but have not obtained approval fromoverseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applicationswith the CSRC,and should complete the filing before the completion of their overseas offering and listing;(ii)a six-monthtransition period will be granted to PRC domestic companies which,prior to the effective date of the Trial Measures,havealready obtained the approval from overseas regulatory authorities or stock exchanges(such as the completion of registration inthe market of the United States),but have not completed the indirect overseas listing;and follow-on offerings of such companieswill need to comply with the Trial Measures.11 In the opinion of our PRC counsel,Jingtian&Gongcheng,as our PRC subsidiaries accounted for more than 50%of ourconsolidated revenues,profit,total assets or net assets for the fiscal years ended June 30,2023 and 2022,and substantially all ofour operations are carried out in the PRC,this offering will be considered an indirect offering and we are subject to the filingrequirements under the Trial Measures.As of the date of this prospectus,we have submitted our filings with the CSRC inconnection with this offering.However,since the Trial Measures were newly promulgated,its interpretation,application andenforcement remain unclear.It is uncertain whether we could complete the filing procedure in a compliant and timely manner,orat all.According to the Trail Measures,where a domestic company fails to fulfill filing procedure or in violation of theprovisions as stipulated above,in respect of its overseas offering and listing,the CSRC shall order rectification,issue warningsto such domestic company,and impose a fine ranging from RMB1,000,000 to RMB10,000,000.Also the directly responsibleperson-in-charge and other directly responsible persons of such domestic company may be warned and imposed fines rangingfrom RMB500,000 to RMB5,000,000,and the controlling shareholders and the actual controllers of such domestic company thatorganize or instruct the aforementioned violations,or conceals the relevant matters leading to the occurrence of theaforementioned violations,shall be imposed fines,ranging from RMB1,000,000 to RMB10,000,000.The Trial Measures may subject us to additional compliance requirement in the future,and we cannot assure you thatwe will be able to get the clearance of filing procedures under the Trial Measures on a timely basis,or at all.Any actions by thePRC government to exert more oversight and control over offerings that are conducted overseas and foreign investment inChina-based issuers or any failure of us to fully comply with new regulatory requirements may significantly limit or completelyhinder our ability to offer or continue to offer our ordinary shares,cause significant disruption to our business operations,andseverely damage our reputation,which would materially and adversely affect our financial condition and results of operationsand cause our ordinary shares to significantly decline in value or become worthless.In the opinion of our PRC counsel,Jingtian&Gongcheng,as of the date of this prospectus,except for those licensesand permissions held by our PRC subsidiaries set forth in the table below under”Regulatory Permissions”and the filingrequirements of the CSRC under the Trial Measures,neither Texxon nor any of its subsidiaries is currently required to obtainregulatory approvals or permissions from the CSRC,the CAC,or any other relevant PRC regulatory authorities for theirbusiness operations,our offering(including the sales of securities to foreign investors)and our listing in the U.S.under anyexisting PRC law,regulations or rules,nor have we received any inquiry,notice,warning,sanctions or regulatory objection toour business operations,our offering and listing in the U.S.from the CSRC,the CAC,or other PRC regulatory authorities.Wehave been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC,the CAC orother PRC regulatory authorities required for our business operations and overseas listings,including this offering.However,there remains uncertainty as to the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.The PRC government may take actions to exert moreoversight and control over offerings by China-based issuers conducted overseas and/or foreign investment in such companies,which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors outside Chinaand cause the value of our securities to significantly decline or become worthless.If it is determined in the future that additionalapproval or permissions of the CSRC,the CAC or any other regulatory authority is required for the business operations and thisoffering and we do not receive or maintain the approvals or permissions,or we inadvertently conclude that such approvals orpermissions are not required,or applicable laws,regulations,or interpretations change such that we are required to obtainapprovals or permissions in the future,we may be subject to investigations by competent regulators,fines or penalties,orderedto suspend our relevant operations and rectify any non-compliance,limit our ability to pay dividends outside of China,delay orrestrict the repatriation of the proceeds from this offering into China or take other actions prohibited from engaging in relevantbusiness or conducting any offering,and these risks could result in a material adverse change in our operations,significantlylimit or completely hinder our ability to offer or continue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.The CSRC,the CAC or other PRC regulatory agencies may also take actions requiring us,or making it advisable for us,to halt this offering before settlement and delivery of our ordinary shares.Consequently,if you engage in market trading or otheractivities in anticipation of and prior to settlement and delivery,you do so at the risk that settlement and delivery may not occur.See“Risk Factors Risks Related to Doing Business in China The approval of the CSRC,the CAC,or other PRC regulatoryagencies may be required in connection with this offering under a PRC regulation or any new laws,rules or regulations to beenacted,and if required,we cannot assure you that we will be able to obtain such approval”on page 18 and“RiskFactors Risks Related to Doing Business in China The PRC government exerts substantial influence over the manner inwhich we conduct our business activities.The PRC government may also intervene or influence our operations at any time ormay exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,such as us,whichcould result in a material change in our operations and our ordinary shares could decline in value or become worthless.”onpage 23.12 Regulatory Permissions As of the date of this prospectus,we and our PRC subsidiaries have received from PRC authorities all requisitelicenses,permissions or approvals needed to engage in the businesses currently conducted in China,and no permission orapproval has been denied.Such licenses and permissions include Business License,Record Registration Form for Foreign TradeBusiness Operators,and Certificate of the Customs of the Peoples Republic of China on Registration of a Customs DeclarationEntity.The following table provides details on the licenses and permissions held by our PRC subsidiaries.Company License/Permission Issuing Authority ValidityZhejiang Net Plastic Technology Co.,Ltd.Business License Record Registration Formfor Foreign Trade BusinessOperators Certificate of the Customsof the Peoples Republic ofChina on Registration of aCustoms Declaration Entity Ningbo Market Supervisionand Administration Bureau Yuyao Bureau ofCommerce Yuyao Customs Long-term Permits for Trading inHazardous Chemicals Bureau of EmergenceManagement of Ningbo February 23,2022 toFebruary 22,2025Qingdao Zhongguang Yiyun SupplyChain Management Co.,Ltd.Business License Permits for Trading inHazardous Chemicals Qingdao AdministrativeExamination and ApprovalService Bureau Bureau of EmergenceManagement of LaoshanDistrict,Qingdao City Long-term September 13,2023 toSeptember 12,2026Anhui Zhongke Net Plastic TechnologyCo.,Ltd.Business License Hefei Market SupervisionAdministration Long-termNet Plastic(Ningbo)Supply ChainManagement Co.,Ltd.Business License Record Registration Formfor Foreign Trade BusinessOperators Certificate of the Customsof the Peoples Republic ofChina on Registration of aCustoms Declaration Entity Yuyao Market SupervisionAdministration Yuyao Bureau ofCommerce Yuyao Customs Long-termJiangsu Net Plastic Supply ChainManagement Co.,Ltd.Business License Haimen AdministrativeExamination and ApprovalService Bureau Long-termNet Plastic Technology(Henan)Co.,Ltd.(“Net Plastic Henan”)Business License Long-term Henan Net Plastic Supply ChainManagement Co.,Ltd.Business License Taiqian Market SupervisionAdministration Long-termHenan Net Plastic New MaterialTechnology Co.,Ltd.(“Net PlasticNew Material”)Business License Taiqian Market SupervisionAdministration Long-termHenan Net Plastic ChemicalDistribution Co.,Ltd.Business License Taiqian Market SupervisionAdministration Long-term In the opinion of our PRC counsel,Jingtian&Gongcheng,except for the overseas listing filing requirements from theCSRC as required by the Trial Measures,neither we nor any of our PRC subsidiaries is currently required to obtain regulatoryapproval from Chinese authorities before listing in the U.S.under any existing PRC law,regulations or rules,including from theCSRC,CAC,or any other relevant Chinese regulatory agencies that is required for our operations or this offering(includingoffering securities to foreign investors).As of the date of this prospectus,we have not received any inquiry,notice,warning,sanctions or regulatory objection to this offering from the CSRC,CAC or other PRC governmental authorities.13 However,there remains uncertainty as to the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.If it is determined in the future that the approval ofthe CSRC,the CAC or any other regulatory authority is required for our operations or this offering,we may face sanctions bythe CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on ouroperations in China,limit our ability to pay dividends outside of China,limit our operations in China,delay or restrict therepatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on ourbusiness,financial condition,results of operations and prospects,as well as the trading price of our securities.See“Risk Factors Risks Related to Doing Business in China Any requirement to obtain prior approval under the M&A Rules and/or any otherregulations promulgated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain anysuch approvals,if required,could have a material adverse effect on our business,operating results and reputation as well as thetrading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability to offer orcontinue to offer securities to investors outside China”on page 26.Furthermore,the PRC government may take actions to exertmore oversight and control over offerings by China based issuers conducted overseas and/or foreign investment in suchcompanies,which could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsoutside China and cause the value of our securities to significantly decline or become worthless.See“Risk Factors RisksRelated to Doing Business in China The PRC government exerts substantial influence over the manner in which we conductour business activities.The PRC government may also intervene or influence our operations at any time or may exert morecontrol over offerings conducted overseas and/or foreign investment in China-based issuers,such as us,which could result in amaterial change in our operations and our ordinary shares could decline in value or become worthless”on page 23.In the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,as our Hong Kong subsidiary is a holdingcompany with no business operations since its incorporation,neither our Hong Kong subsidiary is currently required to obtainregulatory approval from the Hong Kong government for our overseas listing plan in the U.S.,nor is our Hong Kong subsidiaryrequired to obtain any specific license or permission for its incorporation and activities in Hong Kong,other than a generalbusiness registration certificate,which is current as of the date of this prospectus.As advised by our Hong Kong counsel,Benson Li&Co.Solicitors,as of the date of this prospectus,the relevant datasecurity and anti-monopoly laws and ordinance in Hong Kong,i.e.,the Personal Data(Privacy)Ordinance(Chapter 486 of TheLaws of Hong Kong)and the Competition Ordinance(Chapter 619 of The Laws of Hong Kong),are not applicable to our HKsubsidiary which is solely a holding company with no operations since inception and therefore have no impact on our ability toconduct our business,accept foreign investment or listing on an U.S.exchange.Furthermore,there are currently no regulatoryactions related to data security or anti-monopoly concerns in Hong Kong that may impact our ability to conduct our business,accept foreign investment or list on a U.S./foreign exchange,and our Hong Kong subsidiary has not received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the Hong Kong government.Implications of Being an Emerging Growth Company We had less than$1.235 billion in revenue during our last fiscal year.As a result,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),and may take advantage of reducedpublic reporting requirements.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and Results of Operations in our filings with theSEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial repo
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F-1 1 d343706df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on July 26,2024Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 WeRide Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7373 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)21st Floor,Tower A,Guanzhou Life Science Innovation Center,No.51,Luoxuan Road,Guangzhou International Biotech Island,Guangzhou 510005Peoples Republic of China 86(20)2909-3388(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Haiping Li,Esq.Skadden,Arps,Slate,Meagher&Flom LLPc/o 42/F,Edinburgh Tower,The Landmark15 Queens Road CentralHong Kong 852 3740-4700 Yilin Xu,Esq.Skadden,Arps,Slate,Meagher&Flom LLP30/F,China World Office 2No.1,Jian Guo Men WaiAvenueBeijingPeoples Republic of China 86 10 6535-5500 Brian V.Breheny,Esq.Skadden,Arps,Slate,Meagher&Flom LLP1440 New York Avenue,N.W.Washington,D.C.20005 1-202-371-7000 Benjamin Su,Esq.Latham&Watkins LLP18th Floor,One Exchange Square8 Connaught PlaceCentral,Hong Kong 852 2912-2500 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files afurther amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933 or until the Registration Statement become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities,and we are notsoliciting offers to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated,2024.American Depositary Shares WeRide Inc.Representing Class A Ordinary Shares This is an initial public offering of American depositary shares,or ADSs,of WeRide Inc.We are offering ADSs.Each ADS represents of our Class A ordinary shares,par value US$0.00001 per share.Prior to this offering,there has been no public market for the ADSs or our Class A ordinary shares.We anticipate that theinitial public offering price will be between US$and US$per ADS.Upon the completion of this offering and the concurrent private placements,our outstanding share capital will consist ofClass A ordinary shares and Class B ordinary shares.and will beneficially own all of our issued Class Bordinary shares and will be able to exercise an aggregate of approximately%of the total voting power of ourissued and outstanding share capital immediately following the completion of this offering and the concurrent privateplacements,assuming that the underwriters do not exercise their option to purchase additional ADSs.Holders of Class Aordinary shares and Class B ordinary shares will have the same rights other than voting and conversion rights.Eachholder of Class A ordinary shares is entitled to one vote per share,and each holder of Class B ordinary shares is entitledto votes per share on all matters submitted to them for a vote.Each of the Class B ordinary shares is convertibleinto one Class A ordinary share,whereas Class A ordinary shares are not convertible into Class B ordinary shares underany circumstances.Concurrently with,and subject to,the completion of this offering,certain existing shareholders have agreed to purchaseUS$million in Class A ordinary shares from us,including US$97 million by Alliance Ventures,the venture capitalfund of the Renault Nissan Mitsubishi Alliance.The concurrent private placements are each at a price per share equal tothe initial public offering price adjusted to reflect the ADS-to-Class A ordinary share ratio.Our proposed issuance andsale of Class A ordinary shares to each investor is being made through a private placement pursuant to an exemptionfrom registration with the U.S.Securities and Exchange Commission,or the SEC,under Regulation S of the U.S.SecuritiesAct of 1933,as amended,or the Securities Act.Each of the private placement investors has agreed not to,directly orindirectly,sell,transfer or dispose of any Class A ordinary shares for a period of 180 days after the date of thisprospectus,subject to certain exceptions.We have applied for the listing of the ADSs on the Nasdaq Stock Market under the symbol“WRD.”This offering iscontingent upon the approval for our Nasdaq listing.Investing in the ADSs involves risks.See“Risk Factors”beginning on page 34 for additional information and factors youshould consider before buying the ADSs.Table of ContentsWeRide Inc.is not an operating company in mainland China,but a Cayman Islands holding company with operationsmainly conducted by its subsidiaries in mainland China.As used in this registration statement,“we,”“us,”“ourcompany,”“the Company”or“our”refers to WeRide Inc.,our Cayman Islands holding company,and its subsidiaries,including WeRide,and“WeRide”refers to Guangzhou Wenyuan Zhixing Technology Co.,Ltd.and its subsidiaries inmainland China.Unless otherwise specified,in the context of describing business and operations,we are referring to thebusiness and operations conducted by WeRide.For the years ended December 31,2021,2022 and 2023 and the six months ended June 30,2024,there were intra-grouploans,capital contributions and amounts paid under intra-group transactions.See“Prospectus SummaryCash Flowsthrough Our Organization.”We have established stringent controls and procedures for monitoring cash flows within ourorganization.The cash of our group is under the unified management of our finance department.Each cash requirement,after raised by the business department of an operating entity,is required to go through a two-to-five-level reviewprocess,depending on the relevant business department making such request and the amount of cash involved.A singleemployee is not permitted to complete all requisite reviews of a cash transfer,but rather only portions of the wholeprocedure.For special cash requirements that are out of the ordinary course of our business,additional review may berequired to ensure the cash transfer is compliant with our internal policies and procedures.After such cash requirementis approved by the responsible persons in the finance department,the treasury department makes the cash transfer tothe relevant operating entities.We strictly follow the foregoing controls and procedures to ensure that each transfer ofcash among our Cayman Islands holding company and our subsidiaries is subject to internal approval.To date,we havenot had any difficulty in transferring cash among our Cayman Islands holding company and our subsidiaries.The cashtransfers through our organization are also subject to restrictions and limitations under PRC laws and regulations,whichmay restrict our subsidiaries ability to pay dividends or make payments to the Cayman Islands holding company,andthus cause the value of our securities you invest in this offering to significantly decline or become of little or no value.For the years ended December 31,2021,2022 and 2023 and the six months ended June 30,2024,no assets other thancash were transferred between the Cayman Islands holding company and its subsidiaries.As of the date of thisprospectus,no subsidiaries have paid dividends or made other distributions to the Cayman Islands holding company,andno dividends or distributions have been paid or made to U.S.investors.In the future,cash proceeds raised from overseasfinancing activities,including this offering,may be transferred by us to our mainland China subsidiaries via capitalcontribution or shareholder loans,as the case may be.For a detailed description of how cash is transferred through ourorganization and these restrictions,see“Prospectus SummaryCash Flows through Our Organization.”We face various legal and operational risks and uncertainties associated with being based in or having our operationsprimarily in mainland China and the complex and evolving PRC laws and regulations.For example,we face risksassociated with the fact that the PRC government has significant authority in regulating our operations and mayinfluence or intervene in our operations at any time,regulatory approvals on offerings conducted overseas by,andforeign investment in,China-based issuers,anti-monopoly regulatory actions and oversight on data security.These riskscould result in a material adverse change in our operations and the value of our ADSs,significantly limit or hinder ourability to offer or continue to offer securities to investors,or cause the value of such securities to significantly decline orbecome worthless.On December 16,2021,the PCAOB issued its report notifying the SEC of its determination that it was unable to inspector investigate completely registered public accounting firms headquartered in mainland China or Hong Kong,includingour auditor,which is headquartered in mainland China.Under the Holding Foreign Companies Accountable Act,or theHFCAA,if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has notbeen subject to inspections for two consecutive years,the SEC shall prohibit our shares or ADSs from being traded on anational securities exchange or in the over the counter trading market in the U.S.The delisting ofTable of Contentsour ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.Theserisks could result in a material adverse change in our operations and the value of our ADSs,significantly limit or hinderour ability to offer or continue to offer securities to investors,or cause the value of such securities to significantly declineor become worthless.Furthermore,on December 2,2021,the SEC adopted final amendments implementing thedisclosure and submission requirements under the HFCAA,pursuant to which the SEC will identify a“Commission-Identified Issuer”if an issuer has filed an annual report containing an audit report issued by a registered publicaccounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a positiontaken by an authority in the foreign jurisdiction,and will then impose a trading prohibition on an issuer after it isidentified as a Commission-Identified Issuer for two consecutive years.On December 15,2022,the PCAOB issued areport that vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list ofjurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Each year,thePCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect andinvestigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firmheadquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,wewould be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for therelevant fiscal year.There can be no assurance that we would not be identified as a Commission-Identified Issuer for anyfuture fiscal year,and if we were so identified for two consecutive years,we would become subject to the prohibition ontrading in the U.S.under the HFCAA.For more details,see“Risk FactorsRisks Related to Doing Business in MainlandChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work,”and“RiskFactorsRisks Related to Doing Business in Mainland ChinaOur ADSs may be prohibited from trading in the UnitedStates under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located inChina.The delisting or prohibition of trading of the ADSs,or the threat of their being delisted or prohibited fromtrading,may materially and adversely affect the value of your investment.”PRICE US$PER ADS Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$US$Underwriting discounts and commissions(1)US$US$Proceeds,before expenses,to us US$US$(1)See“Underwriting”for additional information regarding compensation payable by us to the underwriters.We have granted the underwriters a 30-day option to purchase up to additional ADSs at the initial public offering less the underwritingdiscounts and commissions.The underwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York on or about,2024.Morgan Stanley J.P.Morgan CICCThe date of this prospectus is,2024.Table of ContentsTable of ContentsTable of ContentsTable of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS Until,2024(the 25th day after the date of this prospectus),all dealers that effect transactions in these ADSs,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealer obligation to deliver a prospectus whenacting as an underwriter and with respect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you.We and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any freewriting prospectus prepared by or on behalf of us or to which we have referred you,and neither we,nor the underwriters take responsibility for anyother information others may give you.We are offering to sell,and seeking offers to buy the ADSs,only in jurisdictions where such offers and sales arepermitted.The information in this prospectus or any free writing prospectus is accurate only as of its date,regardless of its time of delivery or the timeof any sale of the ADSs.Our business,financial condition,results of operations and prospectus may have changed since that date.PROSPECTUS SUMMARY 1 SUMMARY CONSOLIDATED FINANCIAL DATA 30 RISK FACTORS 34 SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS 86 USE OF PROCEEDS 88 DIVIDEND POLICY 89 CAPITALIZATION 90 DILUTION 92 ENFORCEABILITY OF CIVIL LIABILITIES 94 CORPORATE HISTORY AND STRUCTURE 96 MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS 98 INDUSTRY 129 BUSINESS 140 REGULATIONS 170 MANAGEMENT 192 PRINCIPAL SHAREHOLDERS 200 RELATED PARTY TRANSACTIONS 204 DESCRIPTION OF SHARE CAPITAL 207 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 221 SHARES ELIGIBLE FOR FUTURE SALE 232 TAXATION 234 UNDERWRITING 240 EXPENSES RELATED TO THIS OFFERING 253 LEGAL MATTERS 254 EXPERTS 255 WHERE YOU CAN FIND ADDITIONAL INFORMATION 256 INDEX TO THE CONSOLIDATED FINANCIALSTATEMENTS F-1 Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside the United States who comeinto possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially therisks of investing in the ADSs discussed under“Risk Factors,”before deciding whether to invest in the ADSs.Unless otherwise indicated,information contained in this prospectus concerning WeRides industry and the regions in which WeRide operates,including its generalexpectations,market position,market size,market opportunity,market share,competitive landscape,market rankings,capabilities of marketparticipants and other management estimates,is based on an industry report dated July 2024 and commissioned by us and prepared by ChinaInsights Industry Consultancy Limited,or CIC,to provide information regarding WeRides industry and market position.Neither we nor any otherparty involved in this offering has independently verified such information,and neither we nor any other party involved in this offering makes anyrepresentation as to the accuracy or completeness of such information.Investors are cautioned not to place any undue reliance on the information,including statistics and estimates,set forth in this section or similar information included elsewhere in this prospectus.Our MissionTo transform urban living with autonomous driving.OverviewWe believe WeRides autonomous driving technology is among the most advanced and commercially proven in the world,designed to caterto a broad spectrum of scenarios from urban environments to highways.Empowered by the smart,versatile,cost-effective and highly adaptableWeRide One platform,WeRide provides autonomous driving products and services from L2 to L4,addressing the vast majority of transportationneeds across the widest range of use cases on open road,including in mobility,logistics,and sanitation industries.WeRide is the mostcommercially successful L4 autonomous driving company globally as measured by commercialization revenue in 2021,2022 and 2023.InSeptember 2023,WeRide earned a prestigious position among the top ten on Fortune Magazines“2023 Change the World”list.This recognitionhighlights our profound impact on society and the global environment through groundbreaking innovations and sustainable business practices,placing us alongside industry giants like Tesla and General Motors.WeRide is a global leader and a first mover in the autonomous driving industry.WeRide has achieved many first-of-its-kind milestones:First autonomous driving company in the world with products operating and testing in 30 cities across seven countries;The only autonomous driving company in the world to obtain test permits for autonomous driving vehicles in four countries;First company in the world to offer paid L4 robotaxi services to the public with the longest operation track record;First company in the world to develop a purpose-built L4 robobus designed for open road,as well as the first to launch driverlessrobobus services on open road to the public;First company in the world to develop an L4 robovan dedicated to intra-city delivery of goods and to obtain test driving permit for therobovan on open roads;First company in the world to develop a purpose-built L4 robosweeper designed for open road as well as the first to launch driverlessrobosweeper urban cleaning services;1Table of Contents First autonomous driving company in the world to accumulate 10,000 purpose-built L4 autonomous driving vehicle orders,and themost advanced in commercialization milestones across industries;and The only autonomous driving company to achieve mass production of an ADAS solution within 18 months into development,thequickest among peers.From day one,we decided to tackle the challenges of commercial viability,practicability and scalability of autonomous driving.We believeinnovation does not flourish in a vacuum,but rather must be applied in real world settings.Therefore,we embarked on a relentless pursuit ofproduct and service offerings that are deployable,rather than experimental,commercializable,rather than conceptual,with the commitment todelivering premium products and services for our customers in various industries.This was not an easy path,but has been proven to be the rightone.We endeavor to unlock the true power of autonomous driving by building our WeRide One platform,our foundation model and businessbackbone empowered by advanced smart models and our unparalleled experience from open-road operations.Our diverse fleet of L4 autonomousdriving vehicles across full-range use cases serve as the strongest testimony to the versatility,reliability and commercial readiness of ourtechnology.Our industry-leading WeRide One platform is highly universal and scalable,facilitating easy deployment across various vehicle typesand applications under different urban environments.Furthermore,leveraging our AI capabilities,we further empowered our platform through ourlatest end-to-end smart models,which excel in complex perception,prediction,and planning tasks with great efficiency.Our powerful and versatileanalytical capabilities embedded within the WeRide One platform have been instrumental to us in building our own smart models and providingadditional value-added services to our existing Tier-1 suppliers.Our technological advancement has successfully created a flywheel effect where itallows us to efficiently maintain our leading position with disciplined resource investment.In addition,we have been accelerating the commercialization of our technology by forging strategic alliances with our ecosystem partners,including world-class vehicle OEMs,Tier 1 suppliers,logistics and urban service providers,among many other key stakeholders across theindustry.Furthermore,our proactive global presence,characterized by early market entry and wide geographical coverage,undoubtedly places usahead of our peers.Our proven business development capabilities in the international markets and the worldwide recognition enable us to secureglobal business opportunities and penetrate into emerging autonomous driving markets more swiftly and more smoothly.Our robust cash runway,driven by a go-to-market strategy that ensures stable cash flow,enables us to transcend industry cycles and achieve sustainable development in thelonger run.These factors collectively establish a firm base and unique advantage for WeRides undisputed leadership in the global autonomousdriving industry.Today,WeRide operates one of the worlds largest autonomous driving fleets and has been delivering and expanding its provision of L4autonomous driving services,including in the mobility,logistics and sanitation industries.Its L4 autonomous driving vehicles are capable ofnavigating dense urban environments,operating all day and under all weather conditions.Its capabilities to operate autonomous driving vehiclesunder all weather conditions and environments are evidenced by its global presence and accident-free track record.WeRides autonomous drivingvehicles are test running and conducting commercial pilots in 30 cities and seven countries across Asia,the Middle East and Europe.WeRide is theL4 autonomous driving company with operations in the most countries.Its leadership in L4 autonomous driving technology has also positioned itwell for the development of cutting-edge ADAS solutions,where it partners with Bosch,the worlds largest Tier 1 supplier by market share,andhas successfully commercialized a state-of-the-art ADAS solution.Our revenue increased by 281.7%from RMB138.2 million in 2021 to RMB527.5 million in 2022.In 2023,our revenue wasRMB401.8 million(US$55.3 million),reflecting a moderate reduction compared to 2022.Our revenue for the six months ended June 30,2023 and2024 was RMB182.9 million and RMB150.3 million(US$20.7 million),respectively.We generate revenue primarily from(i)the sales of our L4autonomous driving 2Table of Contentsvehicles,mainly including our robobuses,robotaxis and robosweepers,and related sensor suites,and(ii)the provision of L4 autonomous drivingand ADAS services,including the provision of L4 autonomous driving operational and technical support services as well as ADAS research anddevelopment services.We had the smallest net loss as compared with publicly-listed L4 companies globally in 2021,2022 and 2023.Our loss forthe year was RMB1,007.3 million,RMB1,298.5 million and RMB1,949.1 million(US$268.2 million)in 2021,2022 and 2023,respectively.Ourloss for the period was RMB723.1 million and RMB881.7 million(US$121.3 million)in the six months ended June 30,2023 and 2024,respectively.Our non-IFRS adjusted net loss was RMB426.8 million,RMB401.7 million and RMB501.7 million(US$69.0 million)in 2021,2022and 2023,respectively,and was RMB231.5 million and RMB316.1 million(US$43.5 million)in the six months ended June 30,2023 and 2024,respectively.For discussions of our adjusted net loss and reconciliation of adjusted net loss to loss for the year/period,see“ManagementsDiscussion and Analysis of Financial Condition and Results of OperationsNon-IFRS Financial Measures”for details.Below are WeRides major achievements to date:Source:CICNotes:(1)As of the date of this prospectus(2)As of June 30,2024Market OpportunityAging populations,rising labor costs,and increasing use cases in cities around the world present vast opportunities for participants in theautonomous driving industry.Autonomous driving is expected to see tremendous growth.Autonomous driving technology effectively reduceshuman errors,which is the cause of around 90%of traffic accidents,and substantially enhances operational efficiency by reducing labor costs andmaximizing the operating hours of each vehicle.WeRide is actively capitalizing on these opportunities,particularly in international markets.It hasalready begun commercial operations and strategic expansions overseas,positioning itself to harness these global trends and cater to the specificneeds of aging populations,high labor costs,and urbanization in cities worldwide.In addition,autonomous driving technology helps reduce energyconsumption and greenhouse gas emissions,as autonomous driving vehicles respond more precisely when accelerating and braking,which canreduce energy consumption by 15%and therefore potentially reduce greenhouse gas emissions by up to 300 million tons a year.Autonomousdriving technology also empowers people that are troubled with mobility difficulties and creates new forms of job opportunities,such asautonomous vehicle and control system engineers,software developers and data scientists and analysts,all 3Table of Contentscontributing to immense environmental and social benefits.By 2030,the size of the global and mainland Chinas autonomous driving market willreach US$1,745 billion and US$639 billion,respectively,representing CAGRs of 91%and 100%from 2022 to 2030,respectively.In particular,L4autonomous driving is expected to gradually dominate the market worldwide and in mainland China,and is expected to account for 88%and 91%of the overall autonomous driving market globally and in mainland China,respectively,in terms of revenue in 2030.L4 autonomous driving technology is believed to improve safety,enhance travel experience and reduce operating costs,and has tremendouspotential to be applied in many urban use cases.The most prominent areas of application include robotaxi services,robo logistics services and otherservices such as robobus and robo sanitation services.The commercialization of L4 and above autonomous driving use cases is projected to reach atotal of US$1,535 billion globally,representing a CAGR of 151%from 2022 to 2030.Several of these use cases are already in the early stages ofcommercialization and are expected to see accelerated growth.Source:CICNotes:(1)Market size including all automation levels(2)Including robosweeper and other applications(3)Including robotaxis and robobusesValue PropositionWeRides autonomous driving products and services address the most pressing concerns and challenges faced by contemporary city life:Safety.We believe WeRides autonomous driving technologies can meaningfully improve transportation safety.Approximately43.2 million traffic accidents occur per year globally with over 90%attributable to human error.According to the Department ofMotor Vehicles of the United States,L4 companies reported an average of less than 100 crashes per 100 million miles driven in 2021compared with more than 500 crashes per 100 million miles for human drivers.WeRides autonomous driving vehicles have notcaused any safety incidents as of the date of this prospectus after four years of commercial operations on open road.Cost efficiency.Autonomous driving can reshape urban living and significantly improve unit economics through cost savings.Forexample,robotaxi platforms are estimated to have an extra gross margin headroom of at least 43%compared to traditional sharedmobility platforms by 2027 in mainland China;robovans are estimated to have approximately 45%lower annual operating costcompared with traditional vans by 2027 in Singapore.4Table of Contents Environmental and social impact.We are committed to building a more sustainable future and bringing positive changes tocommunities.WeRides autonomous driving technologies enable a more efficient transportation network with higher vehicleutilization and less congestion and alleviate any shortage of human drivers.Compared to human operations,L4 autonomous drivingcan deliver over 15tter fuel efficiency through optimized control which then leads to a measurable reduction in carbon emissions.Autonomous driving vehicles also render transportation more accessible to certain individuals,particularly people with mobilitydifficulties.Quality of life.WeRides autonomous driving technologies breathe life into the time spent in transit by removing the hours spentbehind the wheels,which is estimated to equal 4.3 years of each drivers lifetime on average,and enabling avenues for improvedproductivity and in-vehicle experience.Consumers are poised to save 20%to 30%of travel time through L4 and higher levels ofautomation.Pioneering vehicle designs,devoid of traditional driver seats,steering wheels,and pedals,provide unparalleled privacyand comfort.Advance industry revolution.WeRide is revolutionizing the autonomous driving industry with its groundbreaking products andservices that redefine global technical standards.Moreover,in regions already familiar with L4 autonomous driving technologies,WeRide enhances and updates local technological standards.This strategic approach ensures WeRide not only pioneers but alsoelevates the autonomous driving landscape globally,significantly impacting the industrys progression.WeRide OneWeRide is pioneering the first universal autonomous driving technology platform,WeRide One,designed for a wide range of urban-centered,full-day,and all-weather conditions.We believe that the autonomous driving industry is facing challenges that need to be addressed by smart andpowerful technological solutions.These challenges include,for example,ensuring the safety and reliability in complex driving environments,enhancing the robustness of sensor and perception technologies,and improving real-time decision-making capabilities to handle unpredictable roadscenarios,among others.Our WeRide One platform integrates smart models,comprehensive software algorithms,modular hardware solutions,anda cloud-based infrastructure,forming the backbone of WeRides fleet operating on public roads.By leveraging the advanced capabilities of WeRideOne as our foundation model and business backbone,we are poised to seize industry tailwinds,delivering paradigm-shifting innovations thatredefine industry horizons.WeRide Ones versatility across numerous proven use cases provides a foundational advantage over competitors.5Table of ContentsBelow are the key features of WeRide One:Universal Platform.WeRide One serves as a versatile platform for urban autonomous driving,exhibiting universality in both softwareand hardware.Our vehicles use similar algorithms,enabling different sensor configurations to navigate urban environmentsautonomously.The perception model adapts to various sensor setups and vehicle types,while planning algorithms are designed forgeneral urban scenarios applicable across multiple use cases.Our control algorithms are similarly flexible.The hardwares modularsensor suite can be configured for different vehicles,sharing over 90%of parts.This ensures our algorithms and infrastructure self-improve rapidly,making our technology adaptable to new vehicle types and applications with ease.Self-Improving Algorithms and Smart Models.Our cloud-based data platform achieves a closed-loop system encompassing dataprocessing,distributed model training,model verification,and deployment.Leveraging our strong AI capabilities and accumulatedreal-world use cases through our years of operation,we have built industry-leading end-to-end smart models that propel the level ofautomation and intelligence in the autonomous driving industry.WeRide One employs in-house deep learning models for perception,prediction,planning,and control,which self-improve based on operational data.These models are continuously updated with real-world data and trained on a distributed cloud platform.Verified models are deployed fleet-wide,enabling human-like driving andefficient decision-making in complex traffic scenarios,mimicking experienced drivers.Fully Redundant System.WeRide One ensures safety through full redundancy in software,hardware,and operations.This includesredundant sensors,computing units,communication networks,power supplies,and drive-by-wire systems.Software redundancyexists both at the system and algorithm levels,enhancing reliability.Causal prediction and planning models guarantee worst-casescenario handling while interacting with other road users,supplemented by a remote assistance platform for complex conditions.Thisredundancy ensures both safety and comfort for passengers.Below are the key benefits of WeRide One and our universal autonomous driving technology platform approach:Technological Leadership.We have developed a leading technology framework across all algorithm stacks.Our self-improvingalgorithms,trained with data from various use cases on our platform,6Table of Contents benefit from the universality of WeRide One.This creates a virtuous cycle:more data leads to better algorithms,which enhances ouroperations in existing and new use cases.Faster Commercialization.Our technologys adaptability across different vehicle types allows for quicker market entry andcommercialization.Vehicles such as robobuses,robovans,and robosweepers,which face fewer regulatory hurdles,benefit from ourscalable technology.This results in economies of scale,operational efficiencies,and brand reputation,aiding in rapidcommercialization.Since launching our L4 autonomous driving operations,we have expanded to 30 cities across seven countries,demonstrating our technologys swift adaptation to commercial demands.Cost Efficiency Across Multiple Use Cases.WeRide One addresses diverse urban applications,including mobility,logistics,and urbanservices.Our technologys commonality across software and hardware enables high supply chain efficiencies and lowers R&D,operating,and production costs,facilitating expansion into new use cases.Wide-ranging Products and ServicesWith the adaptability of WeRide One,we are leading the way in developing,validating,commercializing and expanding our cutting-edgetechnology,staying ahead of our peers.Our efforts have culminated in a diverse product portfolio that enhances urban living,incorporatingmobility and logistics-as-a-service,smart city operations and advanced driver assistance systems.WeRide stands out as the only pure-play companythat offers a comprehensive range of smart mobility solutions,spanning throughout L4,L3 and L2 of commercialization,specifically tailored forcities and highways.The diagram below illustrates our product development roadmap and key commercialization milestones:7Table of ContentsProduct Roadmap 8Table of ContentsGo-to-Market StrategyOur go-to-market strategy is rooted in a commitment to address real world problems.We are committed to technological development whilemaintaining a balanced approach towards product and service development and commercialization.We understand the needs of our customers andfocus on building commercially viable products and services,which in turn accelerates the public adoption of autonomous driving vehicles.Wehave effectively leveraged the scalable nature of our WeRide One platform to launch our products swiftly.This versatile technology platformenables quick adaptations across various vehicle types with minimal adjustments,significantly expediting our expansion into new markets anddiversifying our product range.We intend to adopt an asset-light model across our different business lines.Robotaxi.Robotaxi is our debut use case.WeRide Go app,our own shared mobility network,is our primary shared mobility network.We also provide robotaxi services in partnership with other shared mobility platforms to reach local markets.For example,we arerunning the largest robotaxi fleet in the UAE,where residents can access our robotaxi services through the TXAI app.We partner withleading OEMs to develop and sell robotaxis.In addition to our product revenue,we also generate revenue from the offering ofrobotaxi rides.Today,we operate one of the worlds largest open-to-public paid robotaxi fleet.We have operated paid robotaxiservices to the public since November 2019 and our robotaxis have completed 1,700 days of commercial operations on open road inChina and the Middle East with zero accident.We aim to commence commercial production of our robotaxis and achieve readinessfor large-scale commercialization in 2024 and 2025,respectively.Robobus.We were the first company in the world to develop a purpose-built L4 robobus designed for open road and launch driverlessrobobus service to the public.We work with Yutong and Golden Dragon Bus Co.,Ltd.,or Golden Dragon,to manufacture ourrobobus.Our business model is primarily to sell robobuses to local transportation service providers and provide them with support forthe operation of these vehicles.We currently produce robobuses in partnership with Yutong,one of the largest commercial vehiclemanufacturers in the world,and Golden Dragon,a leading Chinese manufacturer specializing in the development,production and saleof buses.As of the date of this prospectus,our robobuses had been deployed to run commercial pilots in 25 cities in China,Singapore,France,the UAE,Saudi Arabia and Qatar.In addition,we have received intent orders for approximately 2,000 units of robobuses as ofthe date of this prospectus.In December 2023,we partnered with the public transportation operator in Guangzhou to officially launchChinas first commercial fare-based autonomous minibus service.Additionally,with the same partner,we introduced Chinas firstautonomous Bus Rapid Transit route and the first autonomous nighttime bus service.Robovan.We launched the worlds first L4 robovan dedicated to intra-city delivery of goods in urban cities in September 2021.Wepartner with leading global OEMs,such as JMC-Ford Motors,in the manufacturing of our robovans.We have commenced roadtesting for our robovans and have reached understanding with ZTO,a leading express delivery company,regarding future orders ofour robovan.In May 2024,we received licenses enabling our Robovans to perform driverless tests in designated areas in Guangzhou,a first in China for L4 autonomous delivery vehicles.We adopt a flexible business model where we sell our robovan to our customersand also provide autonomous freight-as-a-service to them.We have received intent orders for over 10,000 units of our robovan as ofthe date of this prospectus,all of which are subject to conditions as is typical with the orders in our industry at present.Robosweeper.We have developed our WeRide S6,the worlds first purpose-built robosweeper designed for open road,featuring afully driverless design and a large tank volume of six tons.Our business model is primarily to provide autonomous road cleaningservices and sell our robosweepers to public cleaning service providers.Our robosweeper has entered commercial production sincethe first half of 2022.As of the date of this prospectus,we have successfully rolled out fee-charging large-scale commercial pilots ofrobosweepers in Guangzhou,China since 2022,and have been testing our 9Table of Contents robosweepers in nine cities.In April 2024,we launched the WeRide S1 robosweeper,a more compact robosweeper featuring a 400-liter tank capacity,which further enhances our robosweeper lineup.Shortly after product launch,we received orders for WeRide S1amounting to several million U.S.dollars,reflecting strong market reception.ADAS solutions.Our leadership in L4 autonomous driving technology has also positioned us well for the development of cutting-edge ADAS solutions which are enjoying a booming market.We entered into a strategic partnership with Bosch under which we,as aTier 2 supplier,provide state-of-the-art ADAS technology and rich experience in product development,whereas Bosch contributesfrom supply chain,quality control,rigorous industrial design,verification and validation capabilities and broad OEM client network.In March 2024,just 18 months into development,the partnership between WeRide and Bosch successfully commenced massproduction and commercial launch of a state-of-the-art ADAS solution.As part of the solution,the NEP high-speed navigationfunction was integrated into Cherys EXEED Sterra ES model through an OTA(Over-The-Air)update.In April 2024,the ADASsolution developed by WeRide and Bosch was integrated into another Chery vehicle,the Sterra ET,an Ultra-Smart SUV.Strengths Successful and sustainable business model underpinned by our unwavering commitment to globalization.We are the mostcommercially successful L4 autonomous driving company globally as measured by our commercialization revenue in 2021,2022 and2023.We have delivered business growth supported by the maturity of our products and demonstrated our ability to continually andsuccessfully develop autonomous driving products and services.With our products operating and testing in 30 cities across sevencountries and as the only company with autonomous driving test permits in four different countries,we are the L4 autonomous drivingcompany with operations in the most countries.Our extensive global reach and comprehensive L4 autonomous driving capabilitiesposition us an undisputed global leader.We believe that our successful expansion onto the global stage strongly attests to thecapabilities of our technology and the promising future of our products.Additionally,our presence in various countries not onlyallows us to provide our products and services offerings,but also brings valuable insights and enhances local value chainopportunities where we operate our fleet.Our commitment to making L2 through L4 autonomous driving technology globallyaccessible is underpinned by a business model that has consistently delivered growth and commercial success.Besides our growthmomentum,we have also managed our resources effectively and have maintained a sustainable cash runway,driven by a go-to-marketstrategy that ensures stable cash flow,enabling us to transcend industry cycles and achieve sustainable development in the longer run.Universal,scalable and smart technology platform.Leveraging our industry-leading research and development capabilities andextensive real-world use cases accumulated through our years of operation,we have trail-blazed the frontier of autonomous drivingand introduced a versatile platform.WeRide One is a market-proven universal autonomous driving technology platform for thedevelopment of autonomous driving vehicles that provide mobility,logistics and other urban services.It can be widely adapted todifferent use cases with minimum configuration adjustments.In addition,our latest end-to-end smart models in WeRide Onessoftware stack,empowered with self-improving capabilities,can effectively and accurately handle complex tasks for perception,prediction and planning.With WeRide One,we have been able to reduce the time to market needed for us to break into a new verticaland we have launched a broad variety of autonomous products for open road.As of the date of this prospectus,we have successfullydeployed multiple use cases in 16 cities worldwide.WeRide One creates synergies across different vehicle types,allowing us to enjoynetwork effects of data access and algorithm training across different use cases.This in turn enables us to maintain our technologicalleadership,lower research and development costs,improve operational and supply chain efficiency and achieve fastercommercialization.10Table of Contents Leader and first mover.We are a global leader in the L4 autonomous driving industry and we have achieved many first-of-its-kindmilestones.As an early mover,we hold significant competitive advantages over new market entrants.Our global presence,technologies,talent,economies of scale,and partnerships are our strongest moat.There is simply no shortcutting the extensive amountof time and resources we have dedicated to our venture,or the mileage,training,driving data and knowledge we have amassed alongthe way.As a result,we believe we will be able to maintain our advantages over other market participants and our leadership in thecommercialization of autonomous driving technology.Visionary management and world-class team.We believe talent is the foundation of our core competencies.We are led by ourfounder and CEO,Dr.Tony Xu Han,a world-class autonomous driving expert who has been instrumental in attracting and trainingglobal talent as well as fostering a culture of technical excellence and innovation.He was the former chief scientist of Baidusautonomous driving unit and a tenured professor with more than 20 years of experience in computer vision and machine learning.Ourmanagement team has a combination of deep technological expertise and market savviness,focused on delivering real-world solutionsfor our customers and users today.As of June 30,2024,we have built a strong team of 2,227 employees,approximately 91%of whomare R&D staff including top-notch AI scientists and autonomous driving engineers.Strong partners and investors across value chain.Our partnerships with key ecosystem participants accelerate the commercializationof our technology.We have forged strong alliances with world-class vehicle manufacturers,Tier 1 suppliers,logistics and urbanservice providers and others.We are supported by reputable investors who provide significant business and financial resources andgive us a strong financial position.StrategiesTo fulfill our mission of transforming urban living with autonomous driving,we guide the development of our technology with pragmatismso that it can be deployed to address challenges in the real world and validated through actual commercial operations.We plan to achieve thisthrough several strategies:Grow business to reach large-scale commercialization.We are one of the few autonomous driving companies globally that havereached the driverless milestone,an important first step in achieving large-scale commercialization.We are offering fare-chargingrobotaxis rides in three cities globally.We have launched paid driverless robobus services to the public,most recently in Guangzhou,China.We achieved driverless operations for our robosweepers.Going forward,we intend to build on our technological and businessmilestones as a global leader to advance towards full commercialization across all use cases.Continue to strengthen our technology.We will continue to innovate and maintain our leadership in autonomous driving technologyby improving our algorithms and by refining and building up the technical maturity of our autonomous driving products.We will takeadvantage of our large and expanding fleet of autonomous driving vehicles and the significant amount of corner cases and trainingdata collected to further enhance the software and hardware of WeRide One.We plan to continue to recruit top-notch industry talentfor these purposes.Continue to expand global presence.We intend to transform mobility and urban services around the world.To date,we have etchedour name in Asia,the Middle East and Europe.Building on our existing success,we plan to establish a larger presence internationallyby providing our robust autonomous driving products and services with compelling value propositions.Exercise financial discipline and improve operational efficiency.The ability to lower cost and improve operational efficiency iscrucial to long-term success in our industry.We enjoy economies of scale from WeRide One which allows us to expand in a fast andcost-efficient manner.We expect to lower our hardware and operating costs by a meaningful extent and achieve operational efficiencyas we increase the volume of our autonomous driving vehicles and expand the scale of our autonomous driving services.11Table of ContentsSummary of Risk FactorsInvesting in our Class A ordinary shares or ADSs involves significant risks.You should carefully consider all of the information in thisprospectus before making an investment in our Class A ordinary shares or ADSs.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Related to Our Business and IndustryRisks and uncertainties related to our business and industry include,but are not limited to,the following:We are a company with a limited operating history and financial track record in the emerging and fast-evolving autonomous drivingindustry,which involves significant risks and uncertainties.Autonomous driving technology is an emerging technology,and we face significant challenges to develop and commercialize ourtechnology.Our technology may not perform as well as we expect or take us longer to commercialize than is currently projected.Our business model has yet to be tested,and any failure to commercialize our strategic plans,technologies,products or services wouldhave an adverse effect on our operating results and business.Since the market for autonomous driving products and services is relatively new and disruptive,if our autonomous driving productsand services fail to gain acceptance from the general public,our target customers,users or other stakeholders,or fail to do so at thepace we expect,our business,prospects,operating results and financial condition could be materially harmed.We are making,and expect to continue to make in the foreseeable future,substantial investments in developing new offerings andtechnologies.These new initiatives are inherently risky,and we may not realize the expected benefits from them.Our operations are subject to extensive and evolving governmental regulations and may be adversely affected by changes inautomotive safety regulations that could impose substantial costs,legal prohibitions or unfavorable changes upon our operations,andwe may incur material liabilities under,or costs in order to comply with,existing or future laws and regulations.Our business generates and processes a large amount of data,and we are required to comply with PRC and other applicable lawsrelating to privacy and cybersecurity.The improper use or disclosure of data or failure to comply with applicable laws and regulationscould have a material and adverse effect on our business and prospects.If our autonomous driving technology products and services fail to meet evolving customer needs,respond to the industry evolutionappropriately,tailor to developing use cases or to perform as expected,our ability to market or sell our products and services could beadversely affected.Failure to continue to attract and retain customers,manage our relationship with them or increase their reliance on our products andservices could materially and adversely affect our business and prospects.Our autonomous driving technology and related software and hardware could have undetected defects or contain serious errors,whichcould create safety issues,reduce market adoption,damage our brand image,subject us to product recalls or expose us to productliability and other claims that could materially and adversely affect our business.We are subject to export control,sanctions,trade policies and similar laws and regulations,and non-compliance of such laws,regulations,policies and administrative orders can subject us to administrative,civil and criminal fines and penalties,collateralconsequences,remedial measures and legal expenses,all of which could adversely affect our business,financial condition and resultsof operations.The current tensions in international trade and rising political tensions,particularly between the U.S.and China,may adversely impactour business,financial condition,and results of operations.12Table of ContentsRisks Related to Doing Business in Mainland ChinaWe face risks and uncertainties related to doing business in mainland China in general,including,but not limited to,the following:The PCAOB had historically been unable to inspect our auditor in relation to their audit work.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting or prohibited from trading of the ADSs,or the threat of their beingdelisted or prohibited from trading,may materially and adversely affect the value of your investment.Changes in Chinas economic,political or social conditions or government policies could have a material adverse effect on ourbusiness and operations.The PRC government has oversight and discretion over the conduct of our business,and may intervene or influence our operations asthe government deems appropriate to advance regulatory and societal goals and policy positions.Actions by the PRC government toexert control over offerings conducted overseas by,and foreign investment in,China-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations in thisnature may cause the value of such securities to significantly decline or become of little or no value.For more details,see“RiskFactorsRisks Related to Doing Business in ChinaThe PRC governments significant oversight and discretion over our businessoperation could result in a material adverse change in our operations and the value of our ADSs.”Risks and uncertainties arising from the legal system in mainland China,which may also exist in other jurisdictions,including risksand uncertainties regarding the enforcement of laws and the fact that rules and regulations in China may evolve quickly with anypublic consultation and advanced notice period being relatively short in terms of the time that we may need to fully adapt to suchchanges,all of which could result in a material adverse change in our operations and the value of our ADSs.For more details,see“Risk FactorsRisks Related to Doing Business in ChinaThere may be changes from time to time in the interpretation andapplication of the laws of mainland China,and any failure to comply with laws and regulations could have a material adverse effecton our business,results of operations,financial condition and the value of our ADSs.”We are subject to mainland China laws and regulations restricting capital flows which may affect our liquidity.See“Risk FactorsRisks Related to Doing Business in ChinaWe may rely on dividends and other distributions on equity paid by our mainland Chinasubsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our mainland Chinasubsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business”and“PRCregulations of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currencyconversion may delay or prevent us from using the proceeds of our offshore offerings to make loans or additional capital contributionsto our mainland China subsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand ourbusiness.”We may be required to complete filing procedures with the China Securities Regulatory Commission in connection with our futureofferings.We cannot predict whether we will be able to complete such filing on a timely manner,or at all.Risks Related to Our ADSs and This OfferingRisks and uncertainties related to our ADSs and this offering include,but are not limited to,the following:There has been no public market for our Class A ordinary shares or ADSs prior to this offering,and you may not be able to resell ourADSs at or above the price you paid,or at all.The trading price of our ADSs may be volatile,which could result in substantial losses to you.Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourageothers from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.13Table of Contents If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business,or if theyadversely change their recommendations regarding our ADSs,the market price for our ADSs and trading volume could decline.Because our initial public offering price is substantially higher than our net tangible book value per share,you will experienceimmediate and substantial dilution.Techniques employed by short sellers may drive down the market price of the ADSs.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on price appreciation of ourADSs for return on your investment.Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.The voting rights of holders of ADSs are limited by the terms of the deposit agreement,and you may not be able to exercise the samerights as our shareholders.14Table of ContentsCorporate History and StructureWe commenced our business in February 2017.In March 2017,our Cayman Islands holding company,WeRide Inc.,formerly known asJingChi Inc.,was incorporated,and later became the sole shareholder of WeRide Corp.Our Cayman Islands holding company further establishedWeRide HongKong Limited,or WeRide HK,formerly known as JingChi Hong Kong Limited,as its wholly-owned subsidiary in Hong Kong inMay 2017.In August 2019,for the operation of our robotaxi business,Guangzhou Jingqi Technology Ltd.,or Guangzhou Jingqi,WeRide HK,and twoinvestors jointly established Wenyuan Yuexing(Guangdong)Travel Technology Co.,Ltd.,in which Guangzhou Jingqi currently holds 69%equityinterests.In order to conduct test driving in Nanjing,Guangzhou Jingqi further established Wenyuan Suxing(Jiangsu)Technology Co.,Ltd.,itswholly-owned subsidiary.In addition,Guangzhou Jingqi established wholly-owned subsidiaries,Shenzhen Wenyuan Zhixing IntelligentTechnology Co.,Ltd.and Wenyuan Jingxing(Beijing)Technology Co.,Ltd.for business operation and research and development center inShenzhen and Beijing,respectively,and established a wholly-owned subsidiary in Shanghai,namely Shanghai Wenyuan Zhixing Technology Co.,Ltd.From June 2022 to the date of this prospectus,Guangzhou Wenyuan Zhixing Technology Co.,Ltd.,or our WFOE,further established wholly-owned subsidiaries in various cities,including Guangzhou,Shenzhen,Wuhan,Nanjing,Beijing,Shanghai,Zhengzhou,Wuxi,Xian,Anqing andChongqing.The following diagram illustrates our corporate structure,including our principal subsidiaries,as of the date of this prospectus:15Table of ContentsOur Holding Company StructureWeRide Inc.is not an operating company in China,but a Cayman Islands holding company with operations mainly conducted by itssubsidiaries in mainland China.As used in this registration statement,“we,”“us,”“our company,”“the Company”or“our”refers to WeRide Inc.,our Cayman Islands holding company,and its subsidiaries.We face various legal and operational risks and uncertainties associated with being based in or having our operations primarily in mainlandChina and the complex and evolving PRC laws and regulations.For example,we face risks associated with the fact that the PRC government hassignificant authority in regulating our operations and may influence or intervene in our operations at any time,regulatory approvals on offeringsconducted overseas by,and foreign investment in,China-based issuers,anti-monopoly regulatory actions,and oversight on data security.Theserisks could result in a material adverse change in our operations and the value of our ADSs,significantly limit or completely hinder our ability tooffer or continue to offer securities to investors,or cause the value of such securities to significantly decline or become of little or no value.For adetailed description of risks related to doing business in mainland China,“Risk FactorsRisks Related to Doing Business in mainland China.”PRC governments significant authority in regulating our operations and its oversight and control over offerings conducted overseas by,andforeign investment in,China-based issuers,could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors.Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become oflittle or no value.For more details,see“Risk FactorsRisks Related to Doing Business in mainland ChinaThe PRC governments significantoversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.”Risks and uncertainties arising from the legal system in mainland China,including risks and uncertainties regarding the enforcement of lawsand quickly evolving rules and regulations in China,which may also exist in other jurisdictions,could result in a material adverse change in ouroperations and the value of our ADSs.For more details,see“Risk FactorsRisks Related to Doing Business in mainland ChinaThere may bechanges from time to time in the interpretation and application of the laws of mainland China,and any failure to comply with laws and regulationscould have a material adverse effect on our business,results of operations,financial condition and the value of our ADSs.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries in mainland China.Our operations in mainland China are governed by PRC lawsand regulations.As of the date of this prospectus,as advised by Commerce&Finance Law Offices,we have obtained all of the requisite licensesand permits from the PRC government authorities that are material for our business operations,including,among others,a license for online ridehailing operations for the WeRide Go App held by Guangzhou Jingqi,three urban solid waste licenses and several road testing permits held by ourmainland China subsidiaries.However,we may be required to obtain additional licenses,permits,filings or approvals for our products and servicesin the future.If(i)we fail to obtain,maintain or renew the relevant licenses,permits,filings or approvals,(ii)we inadvertently conclude that suchlicenses,permits,filings or approvals are not required,while they actually are required,or(iii)we are required to obtain the relevant approval orcomplete other filing procedures as a result of changes of applicable laws,regulations or interpretations thereof but fail to do so,as the case may be,the competent PRC government authorities may have the power to,among other things,levy fines,confiscate our income,revoke our licenses,andrequire us to discontinue our relevant business or impose restrictions on the affected portion of our business.Any of these actions by governmentauthorities may have a material and adverse effect on our business,financial condition,16Table of Contentsresults of operations,reputation and prospects,as well as the trading price of our ADSs.See“Risk FactorsRisks Related to Our Business andIndustryAny lack of requisite approvals,licenses or permits applicable to our business operation may have a material and adverse impact on ourbusiness and results of operations.”Permissions Required from the PRC Authorities for This OfferingOn December 28,2021,the Cyberspace Administration of China,or the CAC,together with certain other PRC governmental authorities,jointly released the Revised Cybersecurity Review Measures,which took effect on February 15,2022.Pursuant to the Revised CybersecurityReview Measures,(i)operators of critical information infrastructure that intend to purchase network products and services and online platformoperators that conduct data processing activities,in each case that affect or may affect national security,and(ii)operators of network platformsseeking listing abroad that are in possession of more than one million users personal information must apply for a cybersecurity review.TheRevised Cybersecurity Review Measures set out certain general factors which would be the focus in assessing the national security risk during acybersecurity review,including without limitation,risks of influence,control or malicious use of critical information infrastructure,core data,important data or large amounts of personal information by foreign governments in relation to a listing abroad.If we are required to go through acybersecurity review,we face uncertainties as to whether we will be able to timely complete the review,or at all,which may subject us togovernment enforcement actions and investigations,fines,penalties,suspension of our non-compliant operations,and materially and adverselyaffect our business and results of operations.As of the date of this prospectus,we are not in possession of more than one million users personal information.We have completed theprocedures as advised by our PRC legal counsel,Commerce&Finance Law Offices.For detailed information,see“Risk FactorsRisks Related toOur Business and IndustryOur business generates and processes a large amount of data,and we are required to comply with PRC and otherapplicable laws relating to privacy and cybersecurity.The improper use or disclosure of data or failure to comply with applicable laws andregulations could have a material and adverse effect on our business and prospects.”On February 17,2023,the CSRC,as approved by the State Council,released the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies and five supporting guidelines,or the Filing Rules.The Filing Rules took effect on March 31,2023,when the CSRC started to accept filing applications.Under the Filing Rules,a filing-based regulatory system will apply to“indirect overseasoffering and listing”of PRC domestic enterprises,which refers to such securities offering and listing in an overseas market made by an offshoreentity based on the underlying equity,assets,earnings or other similar rights of a domestic enterprise which operates its main business domesticallyin mainland China.The Filing Rules apply to all overseas equity financing and listing activities of PRC domestic enterprises,including initial andfollow-on offerings of shares,depository receipts,convertible corporate bonds,or other equity instruments and trading of securities in overseasmarket.As of the date of this prospectus,we have completed the filings with the CSRC for this offering and the CSRC published the filing results onthe CSRC website on August 25,2023.However,our future capital raising activities such as follow-on equity or debt offerings,listing on otherstock exchanges and going private transactions,may also be subject to the filing requirement with the CSRC.Failure to complete such filingprocedures as required under the Filing Rules,or a rescission of any such filings completed by us,would subject us to sanctions by the CSRC orother PRC regulatory authorities,which could include fines and penalties on our operations in mainland China,and other forms of sanctions thatmay materially and adversely affect our business,financial condition and results of operations.For detailed information,see“Risk FactorsRisksRelated to Doing Business in mainland ChinaWe may be required to complete filing procedures with the China Securities RegulatoryCommission in connection with our future offerings.We cannot predict whether we will be able to complete such filing on a timely manner,or atall.”17Table of ContentsThe Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,which was enacted on December 18,2020 and further amended by theConsolidated Appropriations Act,2023,signed into law on December 29,2022,or the HFCAA,if the SEC determines that we have filed auditreports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board,or the PCAOB,for two consecutive years,the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or inthe over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify the SEC of its determinationthat the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and HongKong,including our auditor.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021 determination and removedmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accountingfirms.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accountingfirms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an auditreport on our financial statements filed with the Securities and Exchange Commission,we would be identified as a Commission-Identified Issuerfollowing the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identified as aCommission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we would become subject to theprohibition on trading under the HFCAA.See“Risk FactorsRisks Related to Our Business and IndustryThe PCAOB had historically beenunable to inspect our auditor in relation to their audit work”and“Risk FactorsRisks Related to Our Business and IndustryOur ADSs may beprohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditorslocated in China.The delisting or prohibited from trading of the ADSs,or the threat of their being delisted or prohibited from trading,maymaterially and adversely affect the value of your investment.”Cash Flows through Our OrganizationWeRide Inc.,our Cayman Islands holding company may transfer cash to WeRide HongKong Limited,the wholly-owned Hong Kongsubsidiary of WeRide Inc.,by making capital contributions or providing intra-group loans.WeRide HongKong Limited,in turn,may transfer cashto its wholly-owned subsidiary in mainland China by making capital contributions or providing intra-group loans to them.Our subsidiaries mayalso provide intra-group loans to WeRide Inc.If our wholly-owned subsidiaries in mainland China realize accumulated after-tax profits,they may,upon satisfaction of relevant statutory conditions and procedures,pay dividends or distribute earnings to WeRide HongKong Limited.WeRideHongKong Limited,in turn,may transfer cash to WeRide Inc.through dividends or other distributions.With necessary funds,WeRide Inc.may paydividends or make other distributions to U.S.investors and service any debt it may have incurred outside of mainland China.We have established stringent controls and procedures for monitoring cash flows within our organization.The cash of our group is under theunified management of our finance department.Each cash requirement,after raised by the business department of an operating entity,is required togo through a two-to-five-level review process,depending on the relevant business department making such request and the amount of cashinvolved.A single employee is not permitted to complete all requisite reviews of a cash transfer,but rather only portions of the whole procedure.For special cash requirements that are out of the ordinary course of our business,additional review may be required to ensure the cash transfer iscompliant with our internal policies and procedures.After such cash requirement is approved by the responsible persons in the finance department,the treasury department makes the cash transfer to the relevant operating entities.We strictly follow the foregoing controls and procedures to ensurethat each transfer of cash among our Cayman Islands holding company and our subsidiaries 18Table of Contentsis subject to internal approval.To date,we have not had any difficulty in transferring cash among our Cayman Islands holding company and oursubsidiaries.In the future,we plan to continue to transfer cash within our organization based on the working capital needs of each operating entitywithin our organization.The following table sets forth the amount of the transfers for the periods presented.Year Ended December 31,2021 2022 2023 (RMB in thousands)Loans from WeRide Inc.to subsidiaries 1,229,146 2,836,263 2,362,772 Repayment from subsidiaries to WeRide Inc.708,391 Capital contributions from HK subsidiary to mainland China subsidiaries 645,150 518,406 986,020 Amounts paid by Guangzhou Jingqi and its subsidiaries to WFOE under intra-group transactions 1,730 61,821 1,357 Amounts paid by WFOE to Guangzhou Jingqi and its subsidiaries under intra-group transactions 45,075 129,631 68,408 Loans from WFOE to Guangzhou Jingqi and its subsidiaries 195,100 38,450 Loans from Guangzhou Jingqi and its subsidiaries to WFOE 164,000 10,028 3,731 For the years ended December 31,2021,2022 and 2023 and the six months ended June 30,2024,no assets other than cash were transferredbetween the Cayman Islands holding company and its subsidiaries.As of the date of this prospectus,no subsidiary has paid dividends or madeother distributions to the Cayman Islands holding company,and no dividends or distributions have been paid or made to U.S.investors.Wecurrently intend to retain most,if not all,of our available funds and any future earnings to operate and expand our business.See“Dividend Policy.”In light of our holding company structure as well as our substantive operation in mainland China,our ability to pay dividends to theshareholders,including the investors in the ADSs,and to service any debt we may incur,may highly depend upon dividends paid by our WFOE tous,despite that we may obtain financing at the Cayman Islands holding company level through other methods.However,under PRC laws andregulations,our mainland China subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any oftheir net assets to us and the investors in the ADS.Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is alsosubject to examination by the banks designated by SAFE.The amounts restricted include the paid-up capital and the statutory reserve funds of ourmainland China subsidiaries and restricted cash for loans,totaling US$175.5 million,US$236.5 million,US$332.1 million and US$345.0 millionas of December 31,2021,2022 and 2023 and June 30,2024,respectively.Furthermore,cash transfers from our mainland China subsidiaries toentities outside of mainland China are subject to PRC government control of currency conversion.Shortages in the availability of foreign currencymay temporarily delay the ability of our mainland China subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us,or otherwise satisfy their foreign currency denominated obligations.For risks relating to the fund flows of our operations in mainland China,see“Risk FactorsRisks Related to Doing Business in Mainland ChinaWe may rely on dividends and other distributions on equity paid by ourmainland China subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our mainland Chinasubsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business,”and“PRC regulations ofloans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay orprevent us from using the proceeds of our offshore 19Table of Contentsofferings to make loans or additional capital contributions to our mainland China subsidiaries,which could materially and adversely affect ourliquidity and our ability to fund and expand our business.”For the Cayman Islands,PRC and U.S.federal income tax considerations applicable to an investment in our securities,see“Taxation.”If anydividend is paid by our mainland China subsidiaries to us in the future,under the PRC Enterprise Income Tax Law,or the EIT Law,and itsimplementation rules,dividends from our PRC subsidiaries to its non-PRC shareholders may be subject to a 10%withholding tax if such dividendsare derived from profits.If WeRide Inc.or our offshore subsidiaries are deemed to be a PRC resident enterprise(we do not currently considerWeRide Inc.or our offshore subsidiaries to be PRC resident enterprises),the withholding tax may be exempted,but WeRide Inc.or our offshoresubsidiaries will be subject to a 25%tax on our worldwide income,and our non-PRC enterprise investors may be subject to PRC income taxwithholding at a rate of 10%.20Table of ContentsVIE Consolidation ScheduleWe had historically relied on contractual arrangements among our WFOE,Guangzhou Jingqi,or the VIE,and the former shareholders of theVIE to direct the business operations of the VIE.On March 21,2023,we completed the unwinding of the VIE structure by terminating thecontractual arrangements and acquiring the VIE as our wholly-owned subsidiary.We had historically entered into a series of contractual agreementswith the VIE and its former shareholders,pursuant to which we had(i)the power to direct the management,financial and operating policies of theVIE,and(ii)exposure or rights to variable returns from our involvement with the VIE and the ability to use our power over the VIE to affect theamount of the returns.As a result,we treated the VIE and its subsidiaries as our consolidated entities under IFRS,and we consolidated the financialresults of the VIE and its subsidiaries in our consolidated financial statements in accordance with IFRS before March 21,2023.Revenuecontributed by the VIE and its subsidiaries accounted for 10%and 20%of our total revenue for the years ended December 31,2021 and 2022,respectively.For the year ended December 31,2023,revenue contributed by Guangzhou Jingqi and its subsidiaries accounted for 0.8%of our totalrevenue.The following tables present the condensed consolidating schedule of WeRide Inc.depicting the consolidated statements of profit or lossfor the years ended December 31,2021 and 2022 of WeRide Inc.,WFOE,other subsidiaries,the VIE and its subsidiaries,and the correspondingeliminating adjustments separately.For the Year Ended December 31,2022 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Revenue(3)546,255 76,821 181,539 (277,072)527,543 Cost of revenue(3)(298,644)(84,207)(86,965)174,818 (294,998)Gross profit/(loss)247,611 (7,386)94,574 (102,254)232,545 Other net income(3)15,932 59 80,290 (76,985)19,296 Research and development expenses(3)(290,279)(329,423)(241,508)102,645 (758,565)Administrative expenses (16,440)(64,430)(33,308)(123,058)(237,236)Selling expenses (15,663)(152)(7,759)(23,574)Impairment loss on receivables and contract assets (9,412)(1,323)(961)(11,696)Operating loss (16,440)(116,241)(371,533)(198,422)(76,594)(779,230)Net foreign exchange gain 29,879 (9,670)20,209 Interest income 7,191 17,934 10,986 36,111 Fair value changes of financial assets at fair value throughprofit or loss(“FVTPL”)7,731 7,731 Other finance costs (1,692)(985)(1,525)(4,202)Inducement charges of warrants (125,213)(125,213)Fair value changes of financial liabilities measured atFVTPL 25,308 25,308 Changes in the carrying amounts of preferred shares andother financial instruments subject to redemption andother preferential rights (479,210)(479,210)Share of loss from subsidiaries,the VIE and itssubsidiaries(2)(702,941)(190,964)(356,088)1,249,993 Loss before taxation (1,298,496)(271,827)(702,941)(188,961)1,163,729 (1,298,496)Income tax Loss for the year (1,298,496)(271,827)(702,941)(188,961)1,163,729 (1,298,496)21Table of Contents For the Year Ended December 31,2021 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Revenue(3)127,257 8,291 116,025 (113,401)138,172 Cost of revenue(3)(85,057)(3,300)(12,903)14,748 (86,512)Gross profit 42,200 4,991 103,122 (98,653)51,660 Other net income/(expense)1,294 11,488 (2,007)10,775 Research and development expenses(3)(204,789)(186,214)(149,976)97,801 (443,178)Administrative expenses(3)(10,169)(38,079)(25,362)(34,808)1,299 (107,119)Selling expenses (8,205)(143)(3,877)(12,225)Impairment loss on receivables (400)(9)(409)Operating loss (10,169)(207,979)(195,240)(87,555)447 (500,496)Net foreign exchange loss (8,323)3,250 (5,073)Interest income 1,072 28,698 29,770 Fair value changes of financial assets at FVTPL 67 7 3,405 3,479 Other finance costs (1,436)(1,192)(2,327)(1,962)(6,917)Fair value changes of financial liabilities measured at FVTPL (259,872)(259,872)Changes in the carrying amounts of preferred shares andother financial instruments subject to redemption and otherpreferential rights (268,142)(268,142)Share of loss from subsidiaries,the VIE and its subsidiaries(2)(467,632)(57,414)(270,072)795,118 Loss before taxation (1,007,251)(273,769)(467,632)(57,414)798,815 (1,007,251)Income tax Loss for the year (1,007,251)(273,769)(467,632)(57,414)798,815 (1,007,251)The following tables present the condensed consolidating schedule of WeRide Inc.depicting the consolidated statements of financial positionas of December 31,2022 of WeRide Inc.,WFOE,other subsidiaries,the VIE and its subsidiaries,and the corresponding eliminating adjustmentsseparately.As of December 31,2022 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Cash 1,326,502 791,179 74,583 41,427 2,233,691 Amounts due from inter-companies(1)288,986 296,205 130,347 (715,538)Total current assets 1,326,773 1,553,598 2,715,384 193,256 (715,538)5,073,473 Investment in and amount due from subsidiaries,theVIE and its subsidiaries(2)3,685,091 12,600 1,405,915 (5,103,606)Total non-current assets 3,685,091 121,024 1,469,175 140,234 (5,103,606)311,918 Total assets 5,011,864 1,674,622 4,184,559 333,490 (5,819,144)5,385,391 Total(deficit)/equity (2,082,116)81,846 (2,598,509)(342,542)2,859,205 (2,082,116)Amounts due to inter-companies(1)1,400,775 6,739,566 538,008 (8,678,349)Total current liabilities 76,426 1,566,403 6,776,335 621,038 (8,678,349)361,853 22Table of Contents As of December 31,2022 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Total non-current liabilities 7,017,554 26,373 6,733 54,994 7,105,654 Total liabilities 7,093,980 1,592,776 6,783,068 676,032 (8,678,349)7,467,507 Total(deficit)/equity and liabilities 5,011,864 1,674,622 4,184,559 333,490 (5,819,144)5,385,391 *During the course of preparing the consolidated financial statements as of and for the year ended December 31,2022,we restated previously issued 2021 consolidated financialstatements due to certain errors in relation to the recognition of share-based compensation expenses with both service condition and performance condition.For details,pleaserefer to Note 1(e)to our consolidated financial statements.The following tables present the condensed consolidating schedule of WeRide Inc.depicting the consolidated statements of cash flows for theyears ended December 31,2021 and 2022 of WeRide Inc.,WFOE,other subsidiaries,the VIE and its subsidiaries,and the correspondingeliminating adjustments separately.For the Year Ended December 31,2022 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Net cash used in operating activities (10,848)(281,870)(309,011)(68,652)(670,381)Net cash used in investing activities(4)(2,634,633)(252,667)(2,640,977)(15,876)3,341,739 (2,202,414)Net cash generated from/(used in)financing activities(4)2,782,671 745,443 2,636,465 (638,252)(3,341,739)2,184,588 Net increase/(decrease)in cash and cash equivalents 137,190 210,906 (313,523)(722,780)(688,207)Cash as of January 1 1,084,196 556,587 320,578 764,207 2,725,568 Effect of foreign exchange rate changes 105,116 23,686 67,528 196,330 Cash as of December 31 1,326,502 791,179 74,583 41,427 2,233,691 23Table of Contents For the Year Ended December 31,2021 WeRide Inc.WFOE Othersubsidiaries VIE and itssubsidiaries Eliminations ConsolidatedTotal (RMB in thousands)Net cash(used in)/generated from operating activities (7,639)(251,954)(433,408)186,334 (506,667)Net cash(used in)/generated from investing activities(4)(1,229,146)(9,542)(421,467)246,762 1,874,296 460,903 Net cash generated from financing activities(4)2,343,121 799,317 1,176,403 158,508 (1,874,296)2,603,053 Net increase in cash and cash equivalents 1,106,336 537,821 321,528 591,604 2,557,289 Cash and cash equivalents as of January 1 14,338 23,878 1,803 172,603 212,622 Effect of foreign exchange rate changes (36,478)(5,112)(2,753)(44,343)Cash as of December 31 1,084,196 556,587 320,578 764,207 2,725,568 Notes:(1)Represents the elimination of intercompany balances among WeRide Inc.,our WFOE,other subsidiaries of WeRide Inc.,and the VIE and its subsidiaries.The intercompanybalances due from the VIE and its subsidiaries and due to WFOE amounted to RMB193.5 million as of December 31,2022.(2)Represents the elimination of the investment in our WFOE,other subsidiaries of WeRide Inc.,the VIE and its subsidiaries.The WFOEs share of loss from the VIE and itssubsidiaries amounted to RMB57.4 million and RMB189.0 million for the years ended December 31,2021 and 2022.(3)Represents the elimination of the intercompany services fees and intercompany sales.The service fees between the WFOE and the VIE and its subsidiaries amounted toRMB102.1 million,and RMB143.1 million for the years ended December 31,2021 and 2022,respectively.Other than service fees,the intercompany revenue and expensesbetween the WFOE and the VIE and its subsidiaries are nil for the years ended December 31,2021 and 2022.(4)Represents cash received as the investment in other subsidiaries of WeRide Inc.,and the VIE and its subsidiaries from WeRide Inc.,our WFOE and other subsidiaries of WeRideInc.,which was eliminated as inter-company transaction upon consolidation.Implication of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions ofthe securities rules and regulations in the United States that are applicable to U.S.domestic issuers.Moreover,the information we are required tofile with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.Inaddition,as an exempted company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation tocorporate governance matters that differ significantly from the Nasdaq Stock Market Rules.See“Risk FactorsRisks Related to the ADSs andThis OfferingAs an exempted company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relationto corporate governance matters that differ significantly from the Nasdaq Stock Markets corporate governance requirements;these practices mayafford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Markets corporate governancerequirements.”Implication of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant tothe Jumpstart Our Business Startups Act of 2012,as amended(the“JOBS Act”).An emerging growth company may take advantage of specifiedreduced reporting and other 24Table of Contentsrequirements compared to those that are otherwise applicable generally to public companies.These provisions include an exemption from theauditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth companys internalcontrol over financial reporting.We will remain an emerging growth company until the earliest of(a)the last day of the fiscal year during which we have total annual grossrevenue of at least US$1.235 billion;(b)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(c)the dateon which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date on which we aredeemed to be a“large accelerated filer”under the United States Securities Exchange Act of 1934,as amended,(the“Exchange Act”),which wouldoccur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recentlycompleted second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided in the JOBSAct discussed above.Corporate InformationOur principal executive offices are located at 21st Floor,Tower A,Guanzhou Life Science Innovation Center,No.51,Luoxuan Road,Guangzhou International Biotech Island,Guangzhou,Peoples Republic of China.Our telephone number at this address is 86(20)2909-3388.Our registered office in the Cayman Islands is located at the offices of International Corporation Services Ltd.,P.O.Box 472,Harbour Place,2ndFloor,103 South Church Street,George Town,Grand Cayman KY1-1106,Cayman Islands.Investors should submit any inquiries to the address and telephone number of our principal executive offices.Our main websites arehttps:/www.weride.ai/.The information contained on our websites is not a part of this prospectus.Our agent for service of process in the UnitedStates is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Conventions that Apply to this ProspectusUnless otherwise indicated or the context otherwise requires,references in this prospectus to:“ADAS”are to advanced driver-assistance system;“ADRs”are to the American depositary receipts that may evidence the ADSs;“ADSs”are to the American depositary shares,each of which represents Class A ordinary shares;“Class A ordinary shares”are to our Class A ordinary shares of par value US$0.00001 per share,carrying one vote per share,that willbe designated effective immediately prior to completion of this offering;“Class B ordinary shares”are to our Class B ordinary shares of par value US$0.00001 per share carrying 40 votes per share,that willbe designated effective immediately prior to completion of this offering;“commercialization revenue”are to revenue generated from products and services which have been commercially deployed;“CSRC”are to China Securities Regulatory Commission;“GNSS”are to global navigation satellite system;“IDE”are to integrated development environment;25Table of Contents “IFRS”are to International Financial Reporting Standards as issued by the International Accounting Standards Board;“IMU”are to inertial measurement unit;“LiDAR”are to light detection and ranging;“OEM”are to original equipment manufacturer;“ordinary shares”are to our ordinary shares,par value US$0.00001 per share,and upon and after the completion of this offering,areto our Class A ordinary shares and Class B ordinary shares,par value US$0.00001 per share;“our WFOE”or“the WFOE”are to Guangzhou Wenyuan Zhixing Technology Co.,Ltd.;“PCAOB”are to The United States Public Company Accounting Oversight Board;“RMB”and“Renminbi”are to the legal currency of mainland China;“smallest net loss as compared with publicly-listed L4 companies globally”are to our loss for the year under IFRS as compared withthe net losses of publicly-listed L4 companies under Generally Accepted Accounting Principles in the United States;“Guangzhou Jingqi”are to Guangzhou Jingqi Technology Ltd.;“US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;“We,”“us,”“our company”and“our”are to WeRide Inc.,our Cayman Islands holding company and its subsidiaries,includingWeRide,and“WeRide”are to Guangzhou Wenyuan Zhixing Technology Co.,Ltd.and its subsidiaries in mainland China.Unlessotherwise specified,in the context of describing business and operations,we are referring to the business and operations conducted byWeRide;and “Yutong”are to Zhengzhou Yutong Group Co.,Ltd.and its affiliates.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their option to purchaseadditional ADSs.Our reporting currency is Renminbi.This prospectus also contains translations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise stated,all translations from Renminbi to U.S.dollars are made at a rate of RMB7.2672 to US$1.00,theexchange rate in effect as of June 28,2024 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.Wemake no representation that any Renminbi or U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars or Renminbi,as the case may be,at any particular rate,or at all.This prospectus contains information derived from various public sources and certain information from a report we commissioned regardingour industry and our market position in China prepared by China Insights Industry Consultancy Limited,or CIC,an independent research firm.Such information involves a number of assumptions and limitations,and you are cautioned not to give undue weight to these estimates.We havenot independently verified the accuracy or completeness of the data contained in this report.The industry in which we operate is subject to a highdegree of uncertainty and risk due to variety of factors,including those described in the“Risk Factors”section.These and other factors could causeresults to differ materially from those expressed in this report.Due to rounding,numbers presented throughout this prospectus may not add up precisely to the totals provided and percentages may notprecisely reflect the absolute figures.26Table of ContentsTHE OFFERING Offering priceWe currently estimate that the initial public offering price will be between US$and US$per ADS.ADSs offered by usADSs(or ADSs if the underwriters exercise their over-allotment option infull).ADSs outstanding immediately after this offeringADSs(or ADSs if the underwriters exercise their over-allotment option infull).Concurrent Private PlacementsConcurrently with,and subject to,the completion of this offering,certain existingshareholders have agreed to purchase US$million in Class A ordinary sharesfrom us,including US$97 million by Alliance Ventures,B.V.,the venture capital fund ofthe Renault Nissan Mitsubishi Alliance.The concurrent private placements are each at aprice per share equal to the initial public offering price adjusted to reflect the ADS-to-ClassA ordinary share ratio.Assuming an initial public offering price of US$per ADS,the mid-point of the estimated range of the initial public offering price,we will issue andsell a total of Class A ordinary shares in the concurrent private placements.Ourproposed issuance and sale of Class A ordinary shares to each investor is being madethrough a private placement pursuant to an exemption from registration with the SEC underRegulation S of the Securities Act.Under the share subscription agreements,thecompletion of this offering is the only substantive outstanding closing condition precedentfor the concurrent private placements and if this offering is completed,such privateplacements will be completed concurrently.Each of the private placement investors hasagreed with the underwriters not to,directly or indirectly,sell,transfer or dispose of anyClass A ordinary shares for a period of 180 days after the date of this prospectus,subject tocertain exceptions.Ordinary shares issued and outstanding immediatelyafter this offeringWe will adopt a dual class ordinary share structure immediately upon the completion of thisoffering.ordinary shares,comprised of Class A ordinary shares and Class B ordinary shares(or ordinary shares if the underwriters exercise their over-allotment option in full,comprised of Class A ordinary shares and Class Bordinary shares),including Class
2024-07-31
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Q2 2024IPO&PublicListing ReportCraig ClayPresident of Global Capital Markets,DFINSpring showers created some welcomed activity for$100 million IPOs in Q2,surpassing 2022 and 2023s full-year volume.As we head into the summer months,the normal summer lull is expected to be replaced with a splash as companies look to list before the November election.2824201612840JUN23JULAUGSEPOCTNOVDECJANFEBMARAPRMAYJUN24VolumeTraditional IPOCompleted De-SPACDirect Listing2023-2024603002Q233Q234Q231Q242Q24VolumeTraditional IPOCompleted De-SPACDirect ListingOperating CompaniesPublic DebutsCongratulations to the 43 companies in Q2 who made their public debut via a traditional IPO raising$9 billion and the 14 companies who made their public debut via a SPAC merger.Special congratulations to our clients:Centuri Holdings,Contineum Therapeutics,LandBridge,Lionsgate Studios,Loar Holdings,Marex Group,Rapport Therapeutics,RUBRIK,Tamboran Resources,Tempus AI,Viking Holdings,and WEBTOON Entertainment.Traditional IPOs 403020100JUN23JULAUGSEPOCTNOVDECJANFEBMARAPRMAYJUN24VolumeFiledPricedWithdrawn/Abandoned IPO Activity0501001502000173350671H211H221H231H24VolumeProceeds*($B)VolumeProceeds*($B)More than half of the 43 IPOs in Q2 were$50M offerings.The remaining offerings in the quarter were micro/nano-caps raising a combined total of approximately$141 million.This is a sizeable increase by volume and proceeds from last quarter and THE busiest first half since 2021 but still below expectations.Fourteen companies withdrew or had their registration declared abandoned in Q2 including 4 companies who had$100M placeholders:Games Global,Telix Pharmaceuticals,New Ruipeng Pet,and Innovex Downhole Solutions.Innovex Downhole pivoted from an IPO and agreed to a reverse merger with Dril-Quip.Solera,Lineage,OneStream,Ardent Health,and Grupo Aeromexico were among issuers that publicly filed with$100M placeholders in Q2.Who will ring the bell in Q3?withdrew its S-1 registration associated with its direct listing in May after agreeing to a reverse merger with AGBA Holdings on April 16,2024.TrillerMore than half of the 20 companies who raised$100M in their IPO in Q2 are trading above their IPO price.Viking was the largest offering in the quarter raising$1.53 billion;its trading above its IPO price$33.64.Traditional IPOsNote:trading date used-open on 7.3.24$100M IPOs 2040608010012020406080100120RUBRIKMarex GroupVikingProficient Auto LogSilvacoLoar HoldingsCenturiIbottaUL SolutionsPACsContineum TherapZeekrRapport TherapeutTempus AIWEBTOONAlumisLandBridgeTamboran ResourcWaystar HealthLife360IPO Price($)Current Trading($)IPO Price($)Current Trading($)Largest offering in Q2 and for the year was from the consumer sector,foreign issuer Viking Holdings,raising$1.5 billion.SPAC ActivitySignificant increase in SPAC activity from Q1 with 27 SPACs publicly filing for an IPO.Seventeen filed in the month of June.This brings the total number of SPACs in the pipeline to 39.Seven are SPACs who publicly filed in 2021&2022 and are at risk of being declared abandoned by the SEC.Ten SPACs made their public debut in Q2 raising a combined total of approximately$1.6 billion.This brings the average offering size up to$140 million for the 1H24.13 SPACs that raised a combined total of$2 billion liquidated in Q2.All were SPACs who made their public debut in the 2020/2021 boom.This brings the total number of SPACs searching for a target down to 97.180120600202220232024 thru Q2VolumeFiledPricedWithdrawn/AbandonedLiquidated97 Searching2021(42)2022(22)2023(18)2024(15)Year of SPAC IPOSixteen SPACs announced their business combination in Q2 including the largest by enterprise value,Cartica Acquisition and Nidar Infrastructure(Yotta),at an EV of$4.1 billion.Cartica went public back in January of 2022 raising$200 million.Fifteen mergers were terminated in Q2 including Oceantech Acquisitions merger with Regentis Biomaterials.This was Oceantechs 3rd merger attempt.The SPAC was suspended from trading on the Nasdaq in January and is now trading on the OTCQX.De-SPACsAnnounced&Terminated Business Combinations60402002Q233Q234Q231Q242Q24VolumeAnnouncedTerminatedTwenty-eight months was the average number of months it took the SPACs that announced their merger agreement in Q2 to find their target post IPO.The exception was JVSPAC Acquisition.JVSPAC Acquisition announced its merger with Hotel101 in April only three months after its IPO.10152025302Q233Q234Q231Q242Q24MonthsAverage time between SPAC IPO and announced target28Completions1612840JUN23JULAUGSEPOCTNOVDECJANFEBMARAPRMAYJUN24VolumeFourteen SPACs completed their business combination in Q2 with a total enterprise value of approximately$10 billion.This is down significantly from Q1 and previous quarters.The largest merger to complete in Q2 was Screaming Eagle Acquisitions merger with TV studio and film production portions of Lionsgate Entertainment(NYSE:LGF.A,LGF.B),Lionsgate Studios,at an enterprise value of$4.6 billion.The stock is trading at$8.39.De-SPACs581013152Q233Q234Q231Q242Q24MonthsAverage time from announced target to completion10.5Note:trading date used open on 7.3.24It took a little over ten months for the SPACs in Q2 to complete their merger after announcing their definitive agreement.Slight decrease from last quarter.57%of the companies that went public via a SPAC merger in Q2 are trading below$5 per share.116SPACs have announced their target but have yet to complete their merger.Over two-thirds went public in 2020&2021.Traditional IPOsConsumer4/30/24Viking HoldingsBMUSkadden ArpsBofA Securities,JPMorgan,UBS,WellsFargo$24$33.64$1,500MTechnology6/07/24Waystar HealthUTSimpsonThacherJP Morgan,GoldmanSachs,Barclays$21.50$21.81$968MIndustrial4/12/24UL SolutionsILLatham&WatkinsGoldman Sachs,JPMorgan$28$42.74$946MTechnology4/24/24RUBRIKCACooleyGoldman Sachs,Barclays,Citigroup,Wells Fargo$32$30.30$752MTechnology4/17/24IBOTTACOWilson SonsiniGoldman Sachs,Citigroup,BofASecurities$88$70.91$577MHealthcare4/11/24PACS GroupUTLatham&WatkinsCitigroup,JP Morgan,Truist Securities$21$29.64$450MConsumer5/10/24ZEEKRIntelligentTechnologyCHNDavis PolkGoldman Sachs,Morgan Stanley$21$18.30$441MHealthcare6/13/24Tempus AIILCooleyMorgan Stanley,JPMorgan,Allen&Co$37$34.45$411MTechnology6/27/24WEBTOONEntertainmentCAKirkland&EllisGoldman Sachs,Morgan Stanley,JPMorgan,Evercore ISI$21$20.74$315MIndustrial4/24/24Loar HoldingsNYCoplan&Aronoff LLPJefferies,MorganStanley$28$54.33$308MFinancial4/24/24Marex GroupplcUKLatham&WatkinsBarclays,GoldmanSachs,Jefferies,KeefeBruyette&Woods$19$19.51$292MIndustrial4/18/24CenturiHoldingsAZMorrison&FoersterUBS,BofA Securities,JP Morgan$21$20.30$260MEnergy6/28/24LandBridgeCompanyTXVinson&ElkinsGoldman Sachs,Barclays$17$24.41$247MIndustrial5/09/24Proficient AutoLogisticsDEMayer BrownStifel,Raymond James,William Blair$15$16.12$215MHealthcare6/28/24Alumis Inc.CACooleyMorgan Stanley,Leerink Partners,Cantor,Guggenheim$16$12.50$210MTechnology6/06/24Life360CACooleyGoldman Sachs,Evercore ISI,UBS$27$31.27$155MHealthcare6/07/24RapportTherapeuticsMAGoodwinProcterGoldman Sachs,Jefferies,TD Cowen,Stifel$17$25.63$136MSectorDateIssuerLocationCompanyCounselUnderwritersShare/UnitCurrenttrading IPOValue*Traditional IPOsFinancial5/23/24BowheadSpecialtyNYSkadden ArpsJPMorgan,MorganStanley,KeefeBruyette&Woods$17$25.88$128MTechnology5/09/24Silvaco GroupCADLA PiperJefferies,TD Cowen$19$18.07$114MHealthcare4/05/24ContineumTherapeuticsCAGundersonDettmerGoldman Sachs,Morgan Stanley,Stifel,RBC Capital$16$20.65$110MEnergy6/27/24TamboranResourcesDELatham&WatkinsBofA Securities,Citigroup,RBC Capital$24$23.57$75MTechnology6/06/24Gauzy LtdISRGreenbergTraurigBarclays,TD Cowen,Stifel,B Riley$17$11.54$75MConsumer5/16/24Super HiInternationalSGPKirkland&EllisMorgan Stanley,Huatai Securities$19.56$17.10$53MEnergy5/07/24NANONUCLEARENERGYNYEllenoffGrossmanThe BenchmarkCompany$424.98$10MHealthcare4/09/24Mobile-healthNetworkSGPSidley AustinNetwork 1 FinancialSecurities$4$1.47$9MConsumer4/22/24Neo-ConceptInternationalHKSchlueter&AssociatesRevere Securities$4$0.60$9MIndustrial6/05/24Fly-E GroupNYHogan LovellsThe BenchmarkCompany$4$5.67$9MTechnology4/19/24MFInternationalHKHunterTaubmanPacific CenturySecurities$4.5$0.87$8MConsumer5/15/24Jiade LtdCHNHunterTaubmanWestPark Capital$4$0.80$8MIndustrial6/21/24RectitudeHoldings LtdSGPOrtoliRosenstadtAlliance GlobalPartners$4$3.20$8MConsumer4/16/24Top WealthGroup HoldingHKOrtoliRosenstadtPacific CenturySecurities$4$0.87$8MIndustrial5/13/24ArmlogiHoldingCAHunterTaubmanPrime Number Capital$5$4.61$8MIndustrial4/17/24Junee LtdHKGHunterTaubmanUnivest Securities$4$4.29$8MHealthcare5/31/24KINDLY MDUTBrunsonChandler&JonesWallachBeth Capital$5.50$2.34$6.8MIndustrial6/28/24LakesideHoldingILDLA PiperThe BenchmarkCompany$4.50$4.02$6.75MSectorDateIssuerLocationCompanyCounselUnderwritersShare/UnitCurrenttrading IPOValue* current trading date-open 7.3.24Traditional IPOsIndustrial4/18/24CDT EnvironmentalTechnologyCHNK&L GatesViewTrade Securities$4$3.75$6MIndustrial4/01/24Massimo GroupNVEllenoffGrossmanRoth Capital,CraftCapital Management$4.5$3.64$6MConsumer5/15/24Raytech HoldingHKRobinson&ColeRevere Securities$4$3.98$6MTechnology4/01/24Zhibao TechnologyCHNEllenoffGrossmanEF Hutton$4$3.98$6MIndustrial4/18/24TungrayTechnologiesNYRobinson&ColeUS Tiger Securities$4$3.72$5MIndustrial4/26/24CleanCoreSolutionsNEBevilacqua PLLCBoustead Securities$4$2.36$5MIndustrial4/22/24YY Group HoldingSGPOrtoliRosenstadtTiger Brokers$4$0.82$4.5MIndustrial4/18/24MingtengInternationalCHNOrtoliRosenstadtUnivest Securities$4$2.74$4MSectorDateIssuerLocationCompanyCounselUnderwritersShare/UnitCurrenttrading IPOValue* current trading date-open 7.3.24SPAC IPOs6/26/24GRAF GlobalTXGeneralWhite&CaseCantor Fitzgerald$200M246/18/24Flag ShipAcquisitionNYGeneralBecker&PoliakoffLucid Capital Mkts$60M126/18/24LionheartHoldingsFLGeneralEllenoffGrossmanCantor Fitzgerald$200M246/18/24MelarAcquisition INYTechnologyEllenoffGrossmanCohen&Co Securities,Seaport Global$150M246/12/24PerceptiveCapitalSolutionsNYBiotechKirkland&EllisJefferies$75M246/10/24CenturionAcquisitionNYTechnologyWhite&CaseCantor Fitzgerald,Odeon Capital$250M246/07/24ChengheAcquisition IISGPGeneralOMelveny&MyersCohen&Co,SeaportGlobal$75M245/17/24RF Acquisition IISGPTechnology/AsiaWinston&StrawnEarlyBirdCapital,Revere Securities$100M185/09/24GP-Act IIIAcquisitionNYGeneralSkadden ArpsCantor Fitzgerald$250M245/02/24Churchill CapitalIXNYGeneralEllenoffGrossmanCiti$250M24DateIssuerLocSectorFocusSPACCounselIBIPOValue*CompletionDeadline(months)Auto ExtAllowedQ2 Completed Business CombinationsConsumer6/28/24Bite AcquisitionAbove FoodCANABVE$3.57Healthcare6/25/24Digital Health AcquisitionVSee HealthCAVSEE$10.06Industrial6/21/24Feutune Light AcquisitionThunder PowerHKAIEV$1.42Financial6/21/24Redwoods AcquisitionANEW MedicalNEWENA$2.01Consumer6/06/24Plutonian AcquisitionBig Tree CloudCHNDSY$1.63Technology5/13/24Screaming Eagle AcquisitionLionsgate StudiosCALION$8.39Energy5/09/24AltC AcquisitionOkloCAOKLO$8.15Technology5/01/24CONX CorpEchostar Real EstateHoldingCOCNXX$5.01Healthcare5/01/24LAMF Global Ventures Corp INuvo GroupISRNUVO$1.00Industrial4/30/24Pegasus Digital MobilityAcquisitionSchmid GroupDEUSHMD$4.28Technology4/16/24Arrowroot AcquisitioniLearningEnginesMDAILE$9.24Industrial4/04/24Keyarch AcquisitionZOOZ PowerISRZOOZ$2.42Healthcare4/03/24A SPAC I AcquisitionNewGenlvfHKNIVF$0.95Financial4/02/24StoneBridge AcquisitionDigiAsia BiosIDNFAAS$5.30SectorDateSPACIssuerLocationNewTickerCurrentTrading De-SPACsSources:SEC.gov,EDGAROnline.Report includes US listed on the NYSE&Nasdaq including SPACs,Best Efforts,Foreign issuers,Dual-Listings,Direct listings and REITs.It does not include bank conversions,up-lists,ETFs,close-ended funds,spins via Form 10,and BDCs.*Values do not include over-allotment proceeds if exercised.YTD is through 6/30/24.All data and information provided in the IPO&Public Listing Report is obtained from third party sources and is for informational purposes only.DFIN makes no representations as to accuracy,completeness,currentness,suitability or validity of any information contained in the Report and will not be liable for any(a)errors,omissions or delays in this information or(b)losses,injuries or damages arising from its distribution or use.All information is provided on an as-is basis. current trading date-open 7.3.24moved to the OTCQX exchangeLatham&Watkins91212Ellenoff Grossman36211Loeb&Loeb2619Cooley LLP5128Greenberg Traurig1427Kirkland&Ellis2136White&Case3216Goodwin Procter325Nelson Mullins224Skadden Arps2114Davis Polk33Simpson Thacher33Wilson Sonsini123DLA Piper1113Winston Strawn123ArentFox Schiff112McDemott Will112Rimon PC112Morgan Lewis22Paul Hastings112Sidley Austin11Paul Weiss11Sichenzia Ross11Debevoise&Plimpton11Mintz Levin11Fenwick&West11Issuer/TargetCounselTraditional IPOs$50M SPAC IPODe-SPAC SPACCounselDe-SPAC TargetCounselTotal CountTop 25 by total 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