WF International Ltd美股招股说明书(2025-01-15版)

PROSPECTUS WF International Limited This is the initial public offering of ordinary shares of WF International Limited, a Cayman Islands holdingcompany with substantially all of its operations in China. Throughout this prospectus, unless the context indicatesotherwise, references to “WF” refer to WF International Limited, our holding company and references to “we,” the“Company” or “our company” are to WF and its consolidated subsidiaries. We are offering 1,400,000 ordinary shares, par value $0.000001 per share. The initial public offering priceof the shares is $4.00 per share. Prior to this offering, there has been no public market for our ordinary shares. Wehave applied to have our ordinary shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol“WXM.” As of the date of this prospectus, our listing application has not been approved by Nasdaq. We cannotguarantee that we will be successful in listing our ordinary shares on the Nasdaq; however, we will not complete thisoffering unless we are so listed. Upon completion of this offering, we will be a “controlled company” as defined under the Nasdaq ListingRules, because our director and Chief Executive Officer, Ms. Ke Chen, beneficially owns an aggregate of 70% ofour issued and outstanding ordinary shares, and will beneficially own approximately 56% of the issued andoutstanding ordinary shares immediately after the consummation of this offering, assuming the underwriters do notexercise their over-allotment option or approximately 54% if the underwriters exercise their over-allotment option infull. For as long as we remain a controlled company under that definition, we are permitted to elect to rely, and mayrely, on certain exemptions from certain Nasdaq corporate governance requirements. For more information,including a more detailed description of risks related to being a “controlled company,” see “Prospectus Summary —Implications of Being a Controlled Company” and “Risk Factors—Risks Related to Our Business and Industry —We will be a ‘controlled company’ as defined under the Nasdaq Listing Rules. Although we do not intend to rely onthe ‘controlled company’ exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in thefuture and you will not have the same protection afforded to shareholders of companies that are subject to thesecorporate governance requirements.” We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S.federal securities laws and, as such, may elect to comply with certain reduced public company reportingrequirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany” and “Prospectus Summary—Implications of Being a Foreign Private Issuer.” Investing in our ordinary shares involves significant risks. The risks could result in a material changein the value of the securities we are registering for sale or could significantly limit or completely hinder ourability to offer or continue to offer securities to investors. Our ordinary shares offered in this prospectus areshares of our Cayman Islands holding company, which has no material operations of its own and conducts substantially all of its operations through our operating entities established in the People’s Republic of China(“China” or the “PRC”).For a description of our corporate structure, see “Corporate Structure” beginning on page61. In addition, as we conduct substantially all of our operations in China, we are subject to legal andoperational risks associated with having substantially all of our operations in China, including risks related to thelegal, political and economic policies of the PRC government, the relations between China and the United States, orChinese or United States regulations, which risks could result in a material change in our operations and/or cause thevalue of our ordinary shares to significantly decline or become worthless and affect our ability to offer or continue tooffer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China with little advance notice, includingcracking down on illegal activities in the securities market, enhancing supervision over China-based companieslisted overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As advised by our PRC counsel, Yuan Tai Law Offices, as of the date of this prospectus, weare not directly subject to these regulatory actions or statements, as we have not implemented any monopolisticbehavior and our business does not involve the collection of user data, implicate cybersecurity, or involve any othertype of restricted industry. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”)released the Trial Administrative Measures of Overseas Securities Offering and Listi