Anbio Biotechnology-A美股招股说明书(2025-02-19版)

1,600,000 ClassA Ordinary Shares Anbio Biotechnology Weare offering 1,600,000 ClassAordinary shares,par value US$0.0001 per share(the“ClassAOrdinaryShares”),ofAnbioBiotechnology(“Anbio”,the“Company”,“we”,“our”,“us”),a Cayman Islands exempted company.This is theinitialpublic offering of our Class A Ordinary Shares.The initial public offeringprice (the “Offering Price”) is US$5.00 per share. Priorto this offering,there has been no public market for our ClassAOrdinarySharesor ClassBordinary shares,par value$0.0001 per share(the“ClassBOrdinaryShares”).Our Class A Ordinary Shares have been approved for listing onNasdaq Global Market under the symbol “NNNN”. Ourissued and outstanding share capital is a dual class structure consisting ofClassAOrdinary Shares and ClassBOrdinary Shares.Each ClassAOrdinary Shareshallentitle the holder thereof to one(1)vote on all matters subject to vote atgeneralmeetings of our company and each ClassBOrdinary Share shall entitle theholderthereof to fifty(50)voteson all matters subject to vote at generalmeetings of our company. See “Risk Factors — The dual class structure of our Class AOrdinaryShares and Class B Ordinary Shares has the effect of concentrating votingcontrol” on page 20 of this prospectus for more information. Weare an“Emerging Growth Company”under applicable U.S.federalsecurities lawsandare,therefore,eligible for reduced public company reporting requirements.Pleaseread“Implications of Our Being an‘Emerging Growth Company’” beginning onpage6 of this prospectus for more information. Investingin our Class A Ordinary Shares is highly speculative and involvesasignificant degree of risk.See“Risk Factors”beginning on page 9 ofthisprospectus for a discussion of information that should be consideredbeforemaking a decision to purchase our Class A Ordinary Shares. Neitherthe UnitedStatesSecurities and Exchange Commission nor any statesecuritiescommissionnoranyotherregulatorybodyhasapprovedordisapprovedofthesesecuritiesordeterminedifthisprospectusistruthfulor complete.Any representation to the contrary is a criminaloffense. Uponthe completion of this offering,our outstanding shares will consist of43,891,200 ClassA Ordinary Shares and 100,000,000 Class B Ordinary Shares. (1)Initial public offering price per share is US$5.00.(2)We have agreed to pay the underwriters a discount equal to 7% of the gross proceeds ofthe offering. For a description of the other compensation to be received by the underwriters,see “Underwriting” beginning on page 104. This offering is being conducted on a firm commitment basis. Theunderwriters expect to deliver the ClassAOrdinaryShares against payment asset forth under “Underwriting”, on or about February20, 2025. AC Sunshine Securities LLC. The date of this prospectus is February18, 2025 TABLEOF CONTENTS Neither we nor any of the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than as contained in this prospectusor in any free writing prospectuses we have prepared. Neither we nor the underwriterstakeresponsibility for,and provide no assurance about the reliability of,anyinformationthat others may give you.This prospectus is an offer to sell only thesecurities offered hereby, but only under circumstances and in jurisdictions where itislawful to do so.The information contained in this prospectus is accurate only asof the date of this prospectus, regardless of the time of delivery of this prospectusorany sale of the securities.Our business,financial condition,results ofoperations and prospects may have changed since that date. Noaction is being taken in any jurisdiction outside the U.S.topermit a publicofferingof our securities or possession or distribution of this prospectus in anysuchjurisdiction.Personswhocomeintopossessionofthisprospectusinjurisdictionsoutside the U.S.arerequired to inform themselves about and toobserveany restrictions about this offering and the distribution of this prospectusapplicable to those jurisdictions. Throughand including March 15,2025(the 25thdayafter the date of thisprospectus),alldealerseffectingtransactionsinthesesecurities,whetheror not participating in this offering,may be required to deliver aprospectus.This is in addition to a dealer’s obligation to deliver aprospectuswhen acting as an underwriter and with respect to an unsoldallotmentor subscription. ConventionsWhich Apply to this Prospectus Exceptwhere the context otherwise requires and for purposes of this prospectus onlythe term: •“Anbio”refers to Anbio Biotechnology,an exempted company incorporatedunder the laws of the Cayman Islands;•“AnbioAustralia”refers to Anbio Biotechnology Pty Ltd,a companyincorporated under the laws of Australia;•“AnBai” refers to AnBai (Beijing) Biomedical Technology Limited, a companyincorporated under the laws of PRC;•“AnbioBVI” refers to Anbio Biotechnology Limited,a company incorporatedunder the laws of the British Virgin Islands;•“Anbio France” refers to A