理臣中国美股招股说明书(2024-12-27版)

10,433,333 Class A Ordinary SharesPre-Funded Warrants to Purchase up to 9,566,667 Class A Ordinary SharesUp to 9,566,667 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants Lichen China Limited This is an offering of the securities of Lichen China Limited (the “Company”, “we”, “our”, “us”, “Lichen China”,“Lichen China Limited”), a Cayman Islands exempted company with limited liability. Our Class A ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “LICN.” OnDecember 26, 2024, the last reported sale price of our Class A ordinary shares on Nasdaq was US$0.1859per share. This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of (i)10,433,333 shares of Class A ordinary shares (the “Shares”) of the Company, par value $0.00004 per share and (ii)pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 9,566,667 Class A ordinaryshares (and the shares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”)), pursuant to a Securities Purchase Agreement, dated as of December 26, 2024, betweenthe Company and the purchasers identified on the signature pages thereto. The purchase price of each Share is $0.14. We have retained Univest Securities, LLC (the “Placement Agent” or “Univest”) as our placement agent to use its“reasonable best efforts” to solicit offers to purchase our shares in this offering. The Placement Agent has noobligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollaramount of securities. We will pay all of the expenses incident to the registration, offering and sale of the shares and the Pre-FundedWarrants under this prospectus supplement and the accompanying base prospectus. The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or public float, as ofDecember 26, 2024, was approximately US$101.22 million, which was calculated based on 44,590,000 Class Aordinary shares held by non-affiliates as of December 26, 2024 and a per share price of US$2.27, which was theclosing price of our Class A ordinary shares on Nasdaq on November 11, 2024. We are therefore no longer subjectto the limitations on under General Instruction I.B.5 of Form F-3. Investors are cautioned that you are not buying shares of a China-based operating company but instead arebuying shares of a Cayman Islands holding company with operations conducted by our subsidiaries based inChina and that this structure involves unique risks to investors. This is an offering of the Class A ordinary shares of the Cayman Islands holding company. We conduct ourbusiness through the PRC subsidiaries. You will not and may never have direct ownership in the operatingentity based in China. We do not use a Variable Interest Entity (“VIE”) structure. Throughout this prospectus, unless the context indicates otherwise, references to “Lichen China”, “Lichen ChinaLimited”, “we,” “us,” the “Company,” “our company” refer to Lichen China Limited, a holding company.References to “Subsidiaries,” “Operating Subsidiaries,” or “PRC subsidiaries” refer to the Lichen China Limited’ssubsidiaries established under the laws of the People’s Republic of China. References to “Group” are to LichenChina Limited and its consolidated subsidiaries collectively. Lichen China Limited is a Cayman Islands holding company and is not a Chinese operating company. As a holdingcompany with no material operations of its own, it conducts all of its operations and operates its business in China through its PRC subsidiaries. Because of our corporate structure as a Cayman Islands holding company withoperations conducted by our PRC subsidiaries, it involves unique risks to investors. Furthermore, Chinese regulatoryauthorities could change the rules and regulations regarding foreign ownership in the industry in which theCompany operates, which would likely result in a material change in our operations and/or a material change in thevalue of the securities we are registering for sale, including that it could cause the value of such securities tosignificantly decline or become worthless. Investors in our Class A ordinary shares should be aware that they do notdirectly hold equity interests in the Chinese operating entities, but rather are purchasing equity solely in LichenChina Limited, our Cayman Islands holding company, which indirectly owns 100% equity interests in the PRCsubsidiaries. Our Class A ordinary shares offered in this offering are shares of our Cayman Islands holding companyinstead of shares of our subsidiaries in China. See “Risk Factors — Risks Related to Doing Business in China —The filing, approval or other administration requirements of the Chinese Securities Regulatory Commission (the“CSRC”) or other PRC government authorities may be required in connection with our future offshore offeringunder PRC