HUHUTECH International Group Inc F-1/A, filed Sep 17, 2024
HUHUTECH International Group Inc. (HUHU)
As filed with the U.S. Securities and Exchange Commission on September 17, 2024
Registration No. 333-270958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Amendment No. 7 to
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________
HUHUTECH International Group Inc.
(Exact name of registrant as specified in its charter)
_______________
Not Applicable
(Translation of Registrant’s Name into English)
________________
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Cayman Islands |
3366 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
0510-88681689 — telephone
(Address, including zip code, and telephone number, including area code, of principal executive offices)
________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________
Copies to:
|
William S. Rosenstadt, Esq. |
Ying Li, Esq. Guillaume de Sampigny, Esq. New York, NY 10022 |
________________
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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 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 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(d) under the Securities Act, check the following box and list the 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 the registrant has elected not to use 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. ☐
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board 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 effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 7 is being filed solely for the purpose of refiling exhibit 5.1 to this registration statement on Form F-1 (File No. 333-270958) or the Registration Statement, and to amend and restate the exhibit index and Item 7 set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 7 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 6 to the Registration Statement filed on September 9, 2024, and consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended memorandum and articles of association provide that every director, alternate director, secretary or officer, and the personal representatives of the same, shall be indemnified out of the assets and profits of the Company against any liability incurred by him as a result of any act or failure to act in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions other than such liability (if any) that he may incur by his dishonesty, wilful default or fraud.
To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former secretary or any of our officers in respect of any matter identified in above on condition that the secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.
The Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Rule 901 of Regulation S under the Securities Act regarding sales by an issuer in offshore transactions, or Section 4(a)(2) under the Securities Act regarding transactions not involving a public offering. No underwriters were involved in these issuances of securities.
Founding Transactions
On July 8, 2021, we issued 5,000,000 Ordinary Shares in connection with the incorporation of the Company pursuant to the exemptions from registration under Rule 901 of Regulation S and Section 4(a)(2) under the Securities Act.
The details of the above-mentioned issuance are as follows:
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Shareholders |
Date of Issuance |
Number of |
Consideration |
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Harneys Fiduciary (Cayman) Limited* |
July 8, 2021 |
1 |
US$ 0.00001 |
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Billion Wang Holdings Limited |
July 8, 2021 |
2,061,999 |
US$ 20.6 |
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Army Xiao Holdings Limited |
July 8, 2021 |
2,109,500 |
US$ 21.1 |
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Fountain Qian Holdings Limited |
July 8, 2021 |
210,000 |
US$ 2.1 |
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Lucky Wei Holdings Limited |
July 8, 2021 |
155,000 |
US$ 1.6 |
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Increase Willpower Limited Partnership |
July 8, 2021 |
463,500 |
US$ 4.6 |
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* On July 8, 2021, Harneys Fiduciary (Cayman) Limited transferred 1 share to Billion Wang Holdings Limited. pursuant to Section 4(a)(1) of the Securities Act, for transactions by persons other than an issuer, underwriter, or dealer.
Share Split
On July 15, 2024, the Company effected a 1-for-4 forward split of our Ordinary Shares. As a result, the authorized share capital of the Company is US$50,000 divided into 20,000,000,000 Ordinary Shares, of which 20,000,000 Ordinary Shares are issued and outstanding.
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Giving effect to the forward split of our Ordinary Shares, the details are as follows:
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Shareholders |
Number of |
Number of |
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Billion Wang Holdings Limited |
2,062,000 |
8,248,000 |
||
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Army Xiao Holdings Limited |
2,109,500 |
8,438,000 |
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Fountain Qian Holdings Limited |
210,000 |
840,000 |
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Lucky Wei Holdings Limited |
155,000 |
620,000 |
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Increase Willpower Limited Partnership |
463,500 |
1,854,000 |
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-4 of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the Underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the Underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that: Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(3) That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(4) That for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That for the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-3
HUHUTECH International Group Inc.
Exhibit Index
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Exhibit No. |
Description |
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1.1*** |
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3.1*** |
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4.1*** |
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5.1* |
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5.2*** |
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8.1*** |
Opinion of Jiangsu Junjin Law Firm regarding certain PRC tax matters (included in Exhibit 99.1) |
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10.1*** |
Form of Employment Agreement by and between Executive Officers and the Company |
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10.2*** |
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10.3*** |
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10.4*** |
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10.5*** |
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10.6*** |
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10.7*** |
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10.8*** |
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10.9*** |
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10.10*** |
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10.11*** |
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10.12*** |
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10.13*** |
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10.14*** |
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10.15*** |
English Translation of Property Certificate of Tianan Zhihui City property owned by the Company |
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10.16*** |
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10.17*** |
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10.18*** |
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10.19*** |
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10.20*** |
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10.21*** |
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____________
* Filed herewith.
*** Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jiangsu, China, on September 17, 2024.
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HUHUTECH International Group Inc. |
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By: |
/s/ Yujun Xiao |
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Name: |
Yujun Xiao |
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Title: |
Chief Executive Officer |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on September 17, 2024.
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Signature |
Title |
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/s/ Yujun Xiao |
Chief Executive Officer and Director |
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Name: Yujun Xiao |
(Principal Executive Officer) |
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/s/ Huiping Zhang |
Chief Financial Officer |
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Name: Huiping Zhang |
(Principal Financial Officer and Accounting Officer or Controller) |
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/s/ Yinglai Wang |
Chairperson of the Board |
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Name: Yinglai Wang |
II-6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of HUHUTECH International Group Inc., has signed this registration statement or amendment thereto in New York on September 17, 2024.
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
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II-7
Exhibit 5.1
HUHUTECH International Group Inc.
c/o Harneys Fiduciary (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002, Cayman Islands
17 September 2024
Dear Addressee
HUHUTECH International Group Inc. (the Company)
We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form F-1 filed on 30 March 2023 (as amended to date) with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the offering of ordinary shares in the Company of par value US$0.0000025 each (the Shares) (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) and the Company's preliminary prospectus included in the Registration Statement (the Prospectus) relating to the offering of the Shares.
| 1. | Documents Reviewed |
For the purposes of this opinion letter, we have examined a copy of each of the following documents:
| (a) | the certificate of incorporation of the Company dated 8 July 2021; |
| (b) | the amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution dated 15 July 2024; |
| (c) | a copy of the Company’s register of member (the Register of Members) that was provided to us by the Company; |
| (d) | a copy of the Company's register of directors and officers that was provided to us by the Company and the certificate from a director of the Company dated 15 September 2024 (together with the M&A and the Register of Members, the Company Records); |
| (e) | written resolutions of the board of directors of the Company passed on 20 August 2024 approving (among other things) the allotment of the Shares (the Resolutions); |
| (f) | a certificate of good standing dated 16 September 2024, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); |
| (g) | the Registration Statement; and |
| (h) | the Prospectus. |
| 2. | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:
| 2.1 | copies of documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; |
| 2.2 | where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3 | the accuracy and completeness of all factual representations made in the documents reviewed by us; |
| 2.4 | the genuineness of all signatures and seals; |
| 2.5 | the Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded; |
| 2.6 | there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below; |
| 2.7 | the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders; |
| 2.8 | upon issue of the Shares, the Company will receive in full the consideration for which the Company agreed to issue the Shares, which shall be equal to at least the par value thereof; |
| 2.9 | the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement has been duly filed with the Commission; |
| 2.10 | each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A; |
| 2.11 | the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete; and |
| 2.12 | the Company will have sufficient authorised but unissued share capital to issue each Share. |
| 3. | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it: |
| (a) | has paid all fees and penalties under the Companies Act; and |
| (b) | is not, to the Registrar’s knowledge, in default under the Companies Act. |
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| 3.2 | The Certificate of Good Standing is evidence that the Company is in good standing on the date thereof. Under Cayman Islands law, good standing means that the Company has paid all fees and penalties under the Companies Act and is not, to the Registrar’s knowledge, in default under the Companies Act. |
| 3.3 | Based solely on our review of the M&A, the authorised share capital of the Company is US$50,000 divided into 20,000,000,000 shares of a par value of US$0.0000025 each. |
| 3.4 | The issue and allotment of the Shares has been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and the Prospectus, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.5 | The statements under the captions “Cayman Islands Taxation” and “Enforceability of Civil Liabilities” in the Prospectus, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. |
| 4. | Qualifications |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
| 5. | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission promulgated thereunder.
| Yours faithfully | |
| /s/ Mourant Ozannes (Cayman) LLP | |
| Mourant Ozannes (Cayman) LLP |
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