Health In Tech Inc-A美股招股说明书(2024-12-23版)

This prospectus relates to the resale of 1,969,585 Resale Shares by the Selling Shareholder. The Company willnot receive any of the proceeds from the sale of the Resale Shares. Prior to our initial public offering, there hasbeen no public market for our shares of Class A Common Stock. The Selling Shareholder will not offer for sale the Resale Shares covered by this prospectus until such time asour shares of Class A Common Stock are listed on Nasdaq. Once, and if, our shares of Class A Common Stockare listed on Nasdaq and begin trading, the Resale Shares may be sold at prevailing market prices, pricesrelated to prevailing market prices or at privately negotiated prices. The Company will not receive any proceedsfrom the sale of any of the 1,969,585 Resale Shares. The offering of the Resale Shares will terminate at theearlier of such time as all of the Resale Shares have been sold pursuant to the registration statement and thedate on which it is no longer necessary to maintain the registration of the Resale Shares as a result of suchshares of Class A Common Stock being permitted to be offered and resold without restriction pursuant to theprovisions of Rule 144 of the Securities Act, and the offering of the Resale Shares may extend for a longerperiod of time than the Offering. The Resale Shares may be sold once our shares of Class A Common Stockbegin trading on Nasdaq and from time to time thereafter. We have two classes of common stock: Class A Common Stock and Class B Common Stock, $0.001 par valueper share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). The rightsof the holders of Class A Common Stock and Class B Common Stock are identical, except with respect tovoting and conversion. Each share of Class A Common Stock is entitled to one vote. Each share of Class BCommon Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock.See “Description of Capital Stock” for further details on our capital stock. Our Class A Common Stock has been approved for listing on the Nasdaq Capital Market LLC, or Nasdaq,under the symbol “HIT.” Our Chief Executive Officer, Mr. Tim Johnson, owns 71.07% of the voting power of our Common Stock,including 54.44% our Class A Common Stock and 76.92% of our Class B Common Stock, and is expected toown approximately 70.05% of the voting power after the consummation of the Offering, assuming themaximum number of shares of Class A Common Stock offered hereby are sold (or approximately 69.90% ofthe voting power if the underwriters exercise their option to purchase additional shares of our Class A CommonStock in full). As a result, we will be a “controlled company” within the meaning of the listing rules of TheNasdaq Stock Market LLC. Table of Contents As long as, Mr. Tim Johnson holds more than 50% of the Company’s voting power he will exercisecontrol over the management and affairs of the company and matters requiring stockholder approval,including the election of the Company’s directors. Mr. Johnson, who after our initial public offering willcontrol more than 50% of the voting power of our outstanding capital stock, will have the ability tocontrol the outcome of matters submitted to our stockholders for approval, including the election of ourdirectors, as well as the overall management and direction of our company. For so long as we remain a“controlled company” under that definition, we are permitted to elect, and intend, to rely on certainexemptions from corporate governance rules of Nasdaq, including: •An exemption from the rule that a majority of our board of directors must be independentdirectors;•An exemption from the rule that the compensation of our chief executive officer must bedetermined or recommended solely by independent directors; and•An exemption from the rule that our director nominees must be selected or recommendedsolely by independent directors. We are an “emerging growth company” as defined under the federal securities laws and will be subject toreduced public company reporting requirements. Please read the disclosures beginning on page 7 of thisprospectus for more information. The registration statement on Form S-1 of which this prospectus forms a part is effective as of December 20,2024. The initial public offering price of the Offering is $4.00 per share. Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning onpage 14. Neither the Securities and Exchange Commission (the “SEC”) nor any state securitiescommission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 20, 2024 Table of Contents Table of Contents You should rely only on the information contained in this prospectus. We have not authorized any other personto provide you with information different from or in addition to that con