惠程科技美股招股说明书(2025-01-16版)

WELLCHANGE HOLDINGS COMPANY LIMITED We are offering in a best efforts basis up to 25,000,000 ordinary shares, par value US$0.00005 per share (the“Ordinary Shares”) of Wellchange Holdings Company Limited, an exempted company incorporated in theCayman Islands with limited liability whose principal place of business is in Hong Kong, at an offering price ofUS$0.40 per share. The price of our Ordinary Shares is volatile. From October 3, 2024, the day when the Company announced theclosing of its initial public offering through January 13, 2025, our Ordinary Shares have traded at a low of$0.94 and a high of $9.36. There has been no change recently in our financial condition or results of operationsthat is consistent with the recent change in the price of our Ordinary Shares. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “WCT.” On January 13, 2025,the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was US$1.54 per share. The securities are offered at a fixed price and are issued in a single closing. We will deliver all securities to beissued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investorfunds received by us. Accordingly, neither we nor the Placement Agent have made any arrangements to placeinvestor funds in an escrow account or trust account since the Placement Agent will not receive investor fundsin connection with the sale of the securities offered hereunder. Any proceeds from the sale of Ordinary Shares offered by us will be available for our immediate use, despiteuncertainty about whether we would be able to use such funds to effectively implement our business plan. See“Risk Factors” on page 19 for more information. Investors are cautioned that you are buying shares of a Cayman Islands holding company withoperations in Hong Kong by its operating subsidiary. Wellchange Holdings Company Limited, or Wellchange Cayman, is a holding company incorporated in theCayman Islands with no material operations of its own, and we conduct all our operations in Hong Kongthrough Wching Tech Ltd Co. Limited, or Wching HK. References to the “Company,” “we,” “us,” and “our” inthe prospectus are to Wellchange Cayman, the Cayman Islands entity that will issue the Ordinary Shares beingoffered, and its subsidiaries. References to “Wching HK” are to our sole operating subsidiary as of the date ofthis prospectus. This is an offering of the Ordinary Shares of Wellchange Cayman, the holding company in theCayman Islands, instead of the shares of Wching HK. Investors in this offering may never directly hold anyequity interests in Wching HK. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors” beginning on page 19 of this prospectus to read about factors you shouldconsider before buying our Ordinary Shares. All of our operations are conducted by our indirect wholly owned Operating Subsidiary in Hong Kong, aspecial administrative region of the People’s Republic of China (“China” or the “PRC”), with its owngovernmental and legal system that is independent from Mainland China, including having its own distinctlaws and regulations. We do not have any operation or maintain office or personnel in Mainland China,Furthermore, none of our customers and suppliers are located in Mainland China. We currently do not have orintend to set up any subsidiary in Mainland China, and do not foresee the need to enter into any contractualarrangements with a variable interest entity (“VIE”) to establish a VIE structure in Mainland China. As of thedate of this prospectus, as advised by Khoo & Co., our counsel as to the laws of Hong Kong, we are not subjectto the PRC government’s direct influence or discretion over the manner in which we conduct our businessactivities outside of the PRC. Table of Contents However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatoryuncertainty with respect to the implementation and interpretation of laws in China. Should the PRC governmentchoose to exercise significant oversight and discretion over the conduct of our business, they may intervene inor influence our operations. Such governmental actions: •could result in a material change in our operations and/or the value of our securities;•could significantly limit or completely hinder our ability to continue our operations;•could significantly limit or completely hinder our ability to offer or continue to offer our securitiesto investors; and•may cause the value of our securities to significantly decline or be worthless. We are aware that recently, the PRC government has initiated a series of regulatory actions and new policies toregulate business operations in certain areas in China, including cracking down on illegal activities in thesecurities market, enhancing supervision over China-based companies listed overseas using a VIE