因立夫美股招股说明书(2025-01-02版)

INLIF LIMITED This is an initial public offering of our ordinary shares, par value $0.0001 per share (“Ordinary Shares”). Priorto this offering, there has been no public market for our Ordinary Shares. The initial public offering is $4.00 perOrdinary Share. The offering is being made on a “firm commitment” basis by the underwriters. See“Underwriting.” We have received the approval from the NASDAQ Stock Market (“Nasdaq”) to list ourOrdinary Shares under the symbol “INLF.” Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors” beginning on page 18to read about factors you should consider beforebuying our Ordinary Shares. Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “INLIF Cayman,” “ourCompany,” and the “Company” refer to INLIF LIMITED, a Cayman Islands exempted company; “YunfeiBVI” refers to Yunfei Enterprise Limited, a company formed under the laws of the British Virgin Islands,which is wholly owned by INLIF Cayman; “Juli HK” refers to Juli Enterprise Limited, a Hong Kongcorporation and wholly owned subsidiary of Yunfei BVI; “Fujian INLIF” refers to Fujian INLIF TechnologyCO., LTD a limited liability company organized under the laws of the PRC, which is wholly owned by JuliHK; the “Operating Entity” or “Ewatt” refers to Ewatt Robot Equipment Co. Ltd., a limited liability companyorganized under the laws of the People’s Republic of China (the “PRC”), which is 94% owned by FujianINLIF; and “Fanqi HK” refers to Fanqi Enterprise Limited, a Hong Kong corporation, which owns 6% of theequity interests in Ewatt and is 100% owned by Yunfei BVI. We are a holding company incorporated in the Cayman Islands with no material operations of our own and nota Chinese operating company. As a result, a substantial majority of our operations are conducted through theOperating Entity established in the PRC. The Ordinary Shares offered in this prospectus are shares of theCayman Islands holding company instead of shares of the Operating Entity in the PRC. Holders of ourOrdinary Shares do not directly own any equity interests in the Operating Entity, but will instead own shares ofa Cayman Islands holding company. The Chinese regulatory authorities could disallow our corporate structure,which would likely result in a material change in our operations and/or a material change in the value of ourOrdinary Shares, including that it could cause the value of our Ordinary Shares to significantly decline orbecome worthless. See “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatoryauthorities could disallow our holding company structure by exerting more oversight and control over offeringsthat are conducted overseas and/or foreign investment in China-based issuers, which could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.” Following the completion of this offering, our officers, directors and other holders of 5% or more of ourOrdinary Shares will collectively control approximately 86.2% of our Ordinary Shares (assuming no exerciseof underwriters’ over-allotment option) and as a result will be able to exert significant influence over themanagement and affairs of the company and most matters requiring shareholder approval following theoffering. See “Risk Factors — Risks Relating to this Offering and the Trading Market — Although we will notbe deemed to be a “controlled company” within the meaning of the Nasdaq listing rules, following thecompletion of this offering, the public shareholders will nevertheless hold a minority interest in our Companyand our directors, officers and other holders of 5% or more of our Ordinary Shares will continue to havesignificant influence over us.” We are subject to certain legal and operational risks associated with the business operations of the PRCsubsidiaries being based in China, which could cause the value of our securities to significantly decline orbecome worthless. Applicable PRC laws and regulations governing such current business operations aresometimes vague and uncertain, and, as a result, these risks may result in material changes in the operations ofthe PRC subsidiaries, significant depreciation or a complete loss of the value of our Ordinary Shares, or acomplete hindrance of our ability to offer, or continue to offer, our securities to investors. Table of Contents Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate businessoperations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, enhancing supervision over China-based companies listed overseas using variable interest entitystructures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts inanti-monopoly enforcemen