虎虎科技美股招股说明书(2024-10-22版)

1,050,000 Ordinary Shares This is an initial public offering of Ordinary Shares of HUHUTECH International Group Inc., aCayman Islands exempted company. We are offering on a firm commitment basis 1,050,000 OrdinaryShares, par value $0.0000025 per share. Prior to this offering, there has been no public market for ourOrdinary Shares. The initial public offering price is $4.00 per Ordinary Share. Prior to this offering,there has been no public market for our Ordinary Shares. Our Ordinary Shares are listed on TheNasdaq Capital Market (“Nasdaq”) under the symbol “HUHU.” HUHUTECH International Group Inc. was incorporated in the Cayman Islands. As a holdingcompany with no material operations of our own, we conduct our operations in China through JiangsuHuhu Electromechanical Technology Co., Ltd., or HUHU China, our wholly owned subsidiary.Investors will not and may never directly hold equity interests in HUHU China. HUHUTECH controlsand receives the economic benefits of HUHU China’s business operations, if any, through equityownership. Any references to “HUHUTECH” are to HUHUTECH International Group Inc., theultimate holding company and any references to “we”, “us”, “our Company,” “the Company,” or“our” are to HUHUTECH and its subsidiaries. Any references to the “holding company” is toHUHUTECH,in which investors are purchasing an interest.HUHU China conducts businessoperations, and is the operating subsidiary. Any references to HUHU HK are to HUHUTECH (HK)Limited.Any references to WFOE are to Wuxi Xinwu District Jianmeng ElectromechanicalTechnology Co., LTD. Any references to HUHU Japan are to HUHU Technology Co., Ltd. For moredetails regarding the risks regarding the Company’s holding company structure, please refer to“Prospectus Summary — Holding Company Structure” and “Risk Factor — Risks Related to DoingBusiness in the PRC — HUHUTECH is a holding company and will rely on dividends paid by oursubsidiaries for its cash needs. Any limitation on the ability of our subsidiaries to make dividendpayments to us, or any tax implications of making dividend payments to us, could limit our ability topay our parent company expenses or pay dividends to holders of our Ordinary Shares” on page 24 ofthe prospectus. Unless otherwise indicated, all share amounts and per share amounts in this prospectus havebeen presented giving effect to a forward split of our Ordinary Shares at a ratio of 1-for-4, approvedby our shareholders on July 15, 2024. Investors are cautioned that you are not buying shares of a China-based operatingcompany but instead are buying shares of a Cayman Islands holding company with operationsmainly conducted by our subsidiaries based in China and Japan. For more details, see “RiskFactors — Risks Related to Doing Business in the PRC —HUHUTECH is a holding company,and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the abilityof our subsidiaries to make dividend payments to us, or any tax implications of making dividendpayments to us, could limit our ability to pay our parent company expenses or pay dividends toholders of our Ordinary Shares” and “Risk Factors — Risks Related to Doing Business in Japan.” The holding company may rely on dividends and other distributions on equity paid by ourPRC subsidiaries for our cash and financing requirements. As of the date of this prospectus,neither HUHUTECH nor any of its subsidiaries have paid dividends or made distributions totheir shareholders. We do not expect to pay dividends in the foreseeable future. If our PRC subsidiaries incur debt on their own behalf in the future, the instrumentsgoverning such debt may restrict their ability to pay dividends to us. However, none of oursubsidiaries has made any dividends or other distributions to our holding company or anyU.S. investors as of the date of this prospectus. In the future, cash proceeds raised from overseasfinancing activities, including this offering, may be transferred by us to our PRC subsidiaries viacapital contribution or shareholder loans, as applicable. Table of Contents To make loans to HUHU HK, WFOE or HUHU China, according to Matters relating totheMacro-prudential Management of Comprehensive Cross-border Financing,or PBOCCircular 9 promulgated by the People’s Bank of China, the total cross-border financing of acompany shall be calculated using a risk-weighted approach and shall not exceed the statutoryforeign debt upper limit. The statutory foreign debt upper limit shall be calculated as capital orassets (for enterprises, net assets shall apply) multiplied by a cross-border financing leverageratioand multiplied by a macro-prudential regulation parameter.The macro-prudentialregulation parameter is currently 1.5, which may be adjusted by the People’s Bank of China andthe State Administration of Foreign Exchange in the future, and the cross-border financingleverage ratio is 2 for companies. Therefore, the statutory foreign debt upper limit of the loansthat a PRC co