华迪国际美股招股说明书(2022-11-08版)

424B5 1 ea168125-424b5huadiinter.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-265882 Prospectus Supplement(To Prospectus dated October 7, 2022) 1,000,000 Ordinary Shares Huadi International Group Co., Ltd. This prospectus supplement and the accompanying base prospectus relate to an offering of an aggregate of 1,000,000 ordinary shares, par value $0.0002 per share (the “ordinary shares”), of Huadi International Group Co., Ltd. (the “Company”, “we”, “us” or “our”). The sales of our ordinary shares will be made in accordance with a certain Securities Purchase Agreement, dated as of November 7, 2022, by and among us and the investors named therein (the “Securities Purchase Agreement”). Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HUDI.” On November 4, 2022 the last reported sale price of our ordinary shares on the Nasdaq Capital Market was $180.00 per ordinary share. Our stock price is volatile. During the 12 months prior to the date of this prospectus, our ordinary shares have traded at a low of $15.14 per share and a high of $180.00 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and a “foreign private issuer” as defined under Rule 405 under the Securities Act, and Rule 3b-4c under the Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, are subject to reduced public company reporting requirements. As of the date of this prospectus supplement, the aggregate market value of our issued and outstanding ordinary shares held by non-affiliates, or public float, was approximately US$583 million, which was calculated based on 3,237,182 ordinary shares issued and outstanding and ordinary per share price of US$180.00, which was the closing price of our ordinary shares on Nasdaq on November 4, 2022. Accordingly, we are not subject to the limitations set forth in General Instruction I.B.5 of Form F-3. We have retained Univest Securities, LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with this offering. The Placement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying base prospectus. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for more information regarding these arrangements. Per ordinaryshare Total Public offering price $25.00 $25,000,000 Placement Agent’s fees(1) $1.5 $1,500,000 Proceeds to us, before expenses(2) $23.5 $23,500,000 (1)We will pay the Placement Agent a cash fee of 6% of the aggregate gross proceeds raised in this offering. In addition, we have agreed to pay to the Placement Agent non-accountable expenses equal to 0.5% of the aggregate gross proceeds and to reimburse the Placement Agent for expenses up to $125,000, which amount is not included in the table above. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for more information regarding the compensation payable to and our other arrangements with the Placement Agent. (2)We estimate the total offering expenses of this offering that will be payable by us, excluding the Placement Agent’s fees and expenses, will be approximately $400,000. Any references to “Huadi International” are to Huadi International Group Co., Ltd., the holding company and any references to “we”, “us”, “our Company,” “the Company,” or “our” are to Huadi International Group Co., Ltd. and its subsidiaries. Huadi International is a Cayman Islands incorporated holding company and it does not conduct operations. Huadi International conducts business through its subsidiaries in China. Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a Cayman Islands holding company with operations conducted by its subsidiaries. Huadi International is a Cayman Islands incorporated holding company, conducting business through our subsidiaries’ operation in China. Huadi International does not conduct business through a variable interest entity structure. For more details on risks related to our corporate structure, see “Risk Factors - Risks Related to Our Corporate Structure- Substantial uncertainties exist with respect to the enactment timetable and final content of draft China Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations” on pages 24-25 and “Risk Factors- Risks Related to Our Business and Industry- “The consid