豪微美股招股说明书(2024-04-15版)

4,347,825 Class A Ordinary Shares We are offering 4,347,825 Class A ordinary shares directly to certain institutional investorspursuant to a securities purchase agreement dated April 11, 2024 (the “Purchase Agreement”). In aconcurrent private placement, we are also offering to the institutional investors warrants to purchase anaggregate of up to 6,521,737 Class A ordinary shares (the “Warrants”) at an exercise price of US$1.26 perClass A ordinary share. The Warrants are immediately exercisable and will expire on the date that is five-year anniversary from an effective resale registration statement. The Warrants and the Class A ordinaryshares issuable upon the exercise of such Warrants are not being registered under the Securities Act of1933, as amended (the “Securities Act”), and are not being offered pursuant to this prospectus supplementand the accompanying prospectus and are being offered pursuant to an exemption from the registrationrequirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b)promulgated thereunder. The combined purchase price of each Class A ordinary share and theaccompanying Warrant is US$1.15. Each Class A ordinary share has a par value of US$0.0002 per share. The Class A ordinary shares are listed on the NASDAQ Global Market under the symbol “NA.”The last reported sale price of the Class A ordinary shares on April 10, 2024 was US$1.93 per Class Aordinary share. We have retained Maxim Group LLC. (the “Placement Agent”) to act as our placement agent inconnection with this offering. The Placement Agent is not purchasing or selling any of the securitiesoffered pursuant to this prospectus supplement and the accompanying prospectus and the Placement Agentis not required to arrange the purchase or sale of any specific number of securities or dollar amount. Wewill pay the Placement Agent a cash fee of 7.0% of the gross proceeds raised in the offering. See “Plan ofDistribution” beginning on page S-27 of this prospectus supplement for more information regarding thesearrangements. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, asamended, and, as such, will be subject to reduced public company reporting requirements. The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, orpublic float calculated pursuant to General Instruction I.B.5 of Form F-3, was approximately US$32.7million, which was based on 14,884,583 Class A ordinary shares held by non-affiliates and the per Class Aordinary share price of US$2.20, which was the closing price of our Class A ordinary shares on March 5,2024. During the prior 12 calendar month period that ends on and includes the date of this prospectussupplement, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3and accordingly we may sell up to US$10.9 million of our ordinary shares hereunder. Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class Aordinary share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes on all matterssubject to vote at general meetings of our company. Each Class B ordinary share can be convertible intoClass A ordinary share at any time at the option of the holder thereof. Class A ordinary shares shall not beconvertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. JianpingKong, Mr. Qifeng Sun or their affiliate (as defined in our currently effective memorandum and articles ofassociation), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any personwho is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will beautomatically and immediately converted into an equal number of Class A ordinary shares. On December 15, 2022, the Public Company Accounting Oversight Board (the “PCAOB”)announced that it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOBBoard vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong. ThePCAOB inspections team has also completed fieldwork for 2023, with the complete access required underthe Holding Foreign Companies Accountable Act (the “HFCAA”). However, whether the PCAOB willcontinue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number offactors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainlandChina and Hong Kong moving forward, as well as to c