Able View Global Inc.美股招股说明书(2024-02-15版)

Able View Global Inc. Up to 14,147,750 Class B Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders or theirpermitted transferees (collectively, the “selling securityholders”) of up to 14,147,750 Class B ordinaryshares, par value of $0.0001 per share (“Class B Ordinary Shares”), of Able View Global Inc. (the“Company” or “Pubco”) originally issued to certain selling securityholders concurrently with the closing ofthe Business Combination (as defined below) for a consideration of $10.64 per share, with the exception ofthe 2,100,650 Class B Ordinary Shares held by HMAC Sponsor (as defined below), which was originallyacquired by HMAC Sponsor as the sponsor of HMAC (as defined below), for an average consideration ofapproximately $1.64 per Class B Ordinary Share. Based on the closing price of $2.63 as of February 12,2024, HMAC Sponsor could potentially earn a profit of approximately $2,079,644 on the resale of theshares, while other selling securityholders may not be able to profit on the resale. This prospectus alsocovers any additional securities that may become issuable by reason of share splits, share dividends or othersimilar transactions. We are registering the resale of these securities by the selling securityholders named in this prospectus, ortheir transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the sharesas a gift, distribution, or other non-sale related transfer. The selling securityholders may offer all or part ofthe securities for resale from time to time through public or private transactions, at either prevailing marketprices or at privately negotiated prices. The resale of these securities are being registered to permit theselling securityholders to sell securities from time to time, in amounts, at prices and on terms determined atthe time of offering. The selling securityholders may sell these securities through ordinary brokeragetransactions, directly to market makers of our shares or through any other means described in the sectiontitled “Plan of Distribution”. We will pay certain expenses associated with the registration of the resale ofthese securities covered by this prospectus, as described in the section titled “Plan of Distribution”. All of the Class B Ordinary Shares offered by the selling securityholders pursuant to this prospectus will besold by the selling securityholders for their respective accounts. We will not receive any of the proceedsfrom the sale of Class B Ordinary Shares by the selling securityholders or the issuance of Class B OrdinaryShares by us pursuant to this prospectus. The shares being registered for resale by this registration statement will be considerable relative to theCompany’s public float. As a result, sales of shares on this registration statement could have significantnegative impact on the public trading price of the Class B Ordinary Share of the Company. Our Class B Ordinary Shares are currently traded on the Nasdaq Capital Market (“Nasdaq”) under thesymbol “ABLV.” Our public warrants trade on Nasdaq under the symbol “ABLVW.” Our Class BOrdinary Shares and our public warrants began trading on Nasdaq on August 18, 2023. The closing price ofour Class B Ordinary Shares on the Nasdaq on February 12, 2024 was $2.63 per ordinary share and theclosing price of our public warrants on February 12, 2024 was $0.033. Each of Pubco and Able View is not an operating company but a Cayman Islands holding company withoperations primarily conducted by Able View’s subsidiaries in China, such corporate structure involvesunique risks to investors, which, if happens, may result in a material change in our operations and/or amaterial change in the value of the securities we are registering for sale, including that it may cause thevalue of our securities to significantly decline or become worthless. Chinese regulatory authorities coulddisallow this structure, which may cause the incapability to continue operation without changing thecorporate structure or switching the business focus. This may in turn cause the value of the securities tosignificantly decline or even become worthless. According to the Foreign Investment Law in China, theState Council shall promulgate or approve a list of special administrative measures for market access offoreign investments, or the Negative List. The Foreign Investment Law grants national treatment toforeign-invested entities, except for those foreign-invested entities that operate in industries specified aseither “restricted” or “prohibited” from foreign investment in the Negative List. The Foreign InvestmentLaw provides that foreign-invested entities operating in “restricted” or “prohibited” industries will requiremarket entry clearance and other permissions or approvals from relevant PRC government authorities. OnDecember 27, 2021, the National Development and Reform Commission of China (“NDRC”) and theMinistry of Commerce (“MOFCOM”)