华谌科技美股招股说明书(2025-02-06版)

This is the initial public offering of the ordinary shares, par value $0.00000125 (the “Ordinary Shares”) ofHuachen AI Parking Management Technology Holding Co., Ltd (this “Offering”). Prior to this Offering, there hasbeen no public market for our Ordinary Shares. The initial offering price is US$4.00 per Ordinary Share. We havereceived the approval letter from the Nasdaq Capital Market (“Nasdaq”) under the symbol “HCAI.” Throughout this prospectus, unless the context indicates otherwise, any references to “we,” “us,” “our,”“Huachen Cayman,” “our Company,” and the “Company” are to Huachen AI Parking Management TechnologyHolding Co., Ltd, a Cayman Islands exempted company, and when describing Huachen Cayman’s consolidatedfinancial information for the fiscal years ended December 31, 2023 and 2022 and thesix months ended June 30,2024 and 2023, also include Huachen Cayman’s subsidiaries. References to “PRC subsidiaries” are to HuachenCayman’s subsidiaries established under the laws of the People’s Republic of China (the “PRC”), including HuaChen WOFE, indirectly wholly owned by the Huachen Cayman, Zhejiang Hua Chen Tech, indirectly 90.02% ownedby Huachen Cayman, and Shanghai TD Parking, Shanghai TD Parking, Shanghai Yufeng, Shanghai TP Parking,and Shanghai TD Installation, each indirectly 74.63% owned by Huachen Cayman. References to the “OperatingSubsidiaries” are to Zhejiang Hua Chen Tech, Shanghai TD Manufacturing, Shanghai TD Parking, Shanghai TDParking, Shanghai Yufeng, Shanghai TP Parking, and Shanghai TD Installation. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presentedgiving effect to a forward split of our Ordinary Shares at a ratio of 1-for-800, and the cancellation of certainauthorized but unissued Ordinary Shares and diminution of the Company’s authorized share capital to $250 dividedinto 200,000,000 shares of a par value of $0.00000125, approved by our shareholders on August 12, 2024 and asurrender of 10,000,000 Ordinary Shares, approved by our board of directors on August 12, 2024. Investors are cautioned that you are buying shares of a Cayman Islands holding company withoperations in the PRC by its operating subsidiary. Huachen Cayman is a Cayman Islands holding company and does not conduct any operations of its own.The Operating Subsidiaries conduct operations in China. Huachen Cayman controls its subsidiaries through equityownership and does not use a variable interest structure. Due to our corporate structure as a Cayman Islands holdingcompany with operations conducted by the Operating Subsidiaries, there are unique risks to investors. Furthermore,Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry inwhich we operate, which would likely result in a material change in our operations or a material decrease in orelimination of the value of our Ordinary Shares. Investors should be aware that they will not directly hold equityinterests in our PRC Subsidiaries, but rather only in Huachen Cayman, the holding company. See “Risk Factors –Risks Related to Doing Business in China – The Chinese government exerts substantial influence over the manner inwhich we must conduct our business activities, which could result in a material change in our operations and/or thevalue of our Ordinary Shares. The Chinese government may intervene or influence our operations at any time,which could result in a material change in our operations and the value of our Ordinary Shares.” Investing in our Ordinary Shares involves a high degree of risk. Before buying any Ordinary Shares,you should carefully read the discussion of material risks of investing in our ordinary shares in “RiskFactors” beginning on page 17 of this prospectus. In particular, as all of the operations are conducted through the Operating Subsidiaries, we are subject tocertain legal and operational risks associated with the operations in China, including those changes in the applicablelaws/regulations and economic policies for the Operating Subsidiaries, the relations between China and the UnitedStates, or Chinese or United States regulations may materially and adversely affect the business, financial conditionand results of operations. PRC laws and regulations governing the current business operations are sometimes vagueand uncertain. Therefore, these risks could result in a material change in the operations and/or the value of ourOrdinary Shares or could limit our ability to offer or continue to offer securities to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless. The China regulatory authority may legally restricted orinfluence the operations at any time, which could result in a material change in the operations. Recently, the Chinaregulatory authority initiated a series of regulatory actions and statements to regulate business operations in Chinawith little advance notice, including cracking