华迪国际美股招股说明书(2021-01-22版)

424B4 1 ea133646-424b4_huadiinter.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(4) Registration No. 333-248919 Huadi International Group Co., Ltd. 3,125,000 ordinary shares This is an initial public offering of ordinary shares with US$0.0002 par value per share of Huadi International Group Co., Ltd., a Cayman Islands company. Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price of our ordinary shares is $8.00 per share. We have received approval to list our ordinary shares on the Nasdaq Capital Market under the symbol “HUDI”. We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Our business is subject to many risks, and investing in our securities involves a high degree of risk. See the section titled “Risk Factors” herein, beginning on page 13. Per Share Total(4) Public Offering Price(1) $8.00 $25,000,000 Underwriting Discounts and Commissions(2) $0.60 $1,875,000 Proceeds to Us, Before Expenses(3) $7.40 $23,125,000 (1)Initial public offering price per share is $8.00 per ordinary share.(2)We have agreed to pay our underwriters, Craft Capital Management LLC and R.F. Lafferty & Co. Inc. (collectively the “Representatives”), a discount equal to seven and half percent (7.5%) of the gross proceeds from the sales of securities in the Public Offering (the “Public Offering Price”) as well as warrants equal to six percent (6%) of the shares issued in the Offering (the “Representative Warrants”). The Representative Warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the effective date of the offering, which period shall not extend further than four and one-half year years from the effective date of the registration statement in compliance with FINRA Rule 5110(f)(2)(G)(i). The Representative Warrants are exercisable at a per share price of $10.00, which is 125% of the Public Offering Price. The Representative Warrants are also exercisable on a cashless basis. We have also agreed to pay the Representatives a non-accountable expense allowance of $100,000 payable at the closing of the Offering. We also have agreed to reimburse the Representatives for certain of their out-of-pocket expenses up to $170,000. See “Underwriting” for a description of these arrangements.(3)The total estimated expenses related to this offering are set forth in the section entitled “Expenses Relating to This Offering”.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option. This offering is being conducted on a firm commitment basis. The underwriters have agreed to purchase and pay for all of the ordinary shares offered by this prospectus if they purchase any ordinary shares. We have granted the underwriters an option for a period of 45 days after the date of the underwriting agreement to purchase up to 15% of the total number of the ordinary shares to be offered by us pursuant to this offering (excluding ordinary shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwing discounts payable will be $2,156,260 based on the initial public offering price of $8.00 per ordinary share, and the total gross proceeds to us, before underwriting discounts and expenses, will be $26,593,750. The underwriters expect to deliver the Ordinary Shares against payment as set forth under “Underwriting,” on page 92. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Craft Capital Management LLC R.F. Lafferty & Co. Inc. Shengang Securities Company Limited Valuable Capital Limited The date of this prospectus is January 22, 2021. TABLE OF CONTENTS Prospectus Summary1Risk Factors13Special Note Regarding Forward-Looking Statements34Use of Proceeds34Dividend Policy35Exchange Rate Information35Capitalization36Dilution37Management’s Discussion and Analysis of Financial Condition and Results of Operations38Quantitative and Qualitative Disclosures About Market Risk47Business48Management66Executive Compensation71Related Party Transactions72Principal Shareholders76Description of Ordinary Shares77Shares Eligible for Future Sale84Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares85Enforceability of Civil Liabilities91Underwriting92Expenses Relating to This Offering103