Advanced Biomed Inc美股招股说明书(2025-03-06版)

1,640,000 Shares of Common Stock This prospectus relates to the offer and sale of 1,640,000 shares of common stock, par value $0.001 per share (“CommonStock”), of Advanced Biomed Inc. (“Advanced Biomed”). The offering price for this primary underwritten offering (“PrimaryOffering”) is $4.00 per share of Common Stock. Prior to this offering, there has been no public market for our Common Stock. We havereceived approval from the NASDAQ Stock Market LLC (“Nasdaq”) to list our Common Stock on the Nasdaq Capital Market under thesymbol “ADVB.” Advanced Biomed Inc. is not an operating company but a holding company incorporated in the State of Nevada. Substantiallyall of the business operations are conducted in Taiwan by our Taiwan subsidiary. And we also have a subsidiary in Hong Kong and aShanghaisubsidiary in Mainland China.Shares of Common Stock offered in this offering are shares of a U.S.holdingcompany,which does not conduct operations. As used in this prospectus, “we,” “us,” “our” or “the Company” refers to AdvancedBiomed, the U.S. holding company. While our subsidiaries in Mainland China and Hong Kong do not operate with a variable interestentity (“VIE”) structure, the Chinese regulatory authorities could disallow our current operating structure, which would likely result ina material change in our operations and/or a material change in the value of the securities we are registering for sale, including that itcould cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Changes in the policies,regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have asignificant impact upon our ability to operate profitably in the PRC.”; and “Risk Factors — The Chinese government may intervene inor influence our operations in the Mainland China and Hong Kong at any time or may exert more control over offerings conductedoverseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of thesecurities we are registering for sale.” Although the majority of our operations are not conducted in Mainland China, we face various legal and operational risksand uncertainties relating to our Shanghai subsidiary, Shanghai Sglcell Biotech Co., Ltd., and such legal and operational risks anduncertainties also apply to our holding company, Advanced Biomed HK Limited (“Advanced Biomed HK”), in Hong Kong. The Chinesegovernment may intervene or influence the operation of our Shanghai subsidiary and Advanced Biomed HK and exercise significantoversight and control over the conduct of their business and may intervene in or influence their operations at any time, or may exertmore control over securities offerings conducted overseas and/or foreign investment in us, which could result in a material change inour operations and/or the value of our Common Stock. Further, any actions by the Chinese government to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in us could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in Chinawith little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend thescope of cybersecurity reviews, and expanding the efforts inanti-monopolyenforcement. As advised by our PRC counsel, AllBright LawOffices (“AllBright”), we do not believe that we are directly subject to these regulatory actions or statements, as our Shanghaisubsidiary does not have a VIE structure and their operations are not subject to cybersecurity review requirements, or involve any typeof foreign investment restricted industry. Because these statements and regulatory actions are new, it is highly uncertain how soonlegislative or administrative rule making bodies in China will respond to them, or what existing or new laws or regulations will bemodified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our subsidiaries’ dailybusiness operations or ability to accept foreign investments and list on an U.S. exchange. In July 2021, the Cyberspace Administrationof China (“CAC”) opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation,and how companies collect, store, process and transfer data, among other things. On October 23, 2021, the Standing Committee of theNational People’s Congress issued a discussion draft of the amended Anti-Monopoly Law, which proposes to increase the fines forillegal concentration of business operators to “no more than ten percent of its last year’s sales revenue if the concentration of businessop