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 pershare (“Common Stock”), of Advanced Biomed Inc. (“Advanced Biomed”). The offering price for this primaryunderwritten offering (“Primary Offering”) is $4.00 per share of Common Stock. Prior to this offering, there hasbeen no public market for our Common Stock. We have received approval from the NASDAQ Stock Market LLC(“Nasdaq”) to list our Common Stock on the Nasdaq Capital Market under the symbol “ADVB.” Advanced Biomed Inc. is not an operating company but a holding company incorporated in the State ofNevada. Substantially all of the business operations are conducted in Taiwan by our Taiwan subsidiary. And wealso have a subsidiary in Hong Kong and a Shanghai subsidiary in Mainland China.Shares of Common Stockoffered in this offering are shares of a U.S. holding company,which does not conduct operations. As used in thisprospectus, “we,” “us,” “our” or “the Company” refers to Advanced Biomed, the U.S. holding company. Whileour subsidiaries in Mainland China and Hong Kong do not operate with a variable interest entity (“VIE”) structure,the Chinese regulatory authorities could disallow our current operating structure, which would likely result in amaterial change in our operations and/or a material change in the value of the securities we are registering for sale,including that it could cause the value of such securities to significantly decline or become worthless. See “RiskFactors — Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may bequick with little advance notice and could have a significant impact upon our ability to operate profitably in thePRC.”; and “Risk Factors — The Chinese government may intervene in or influence our operations in the MainlandChina and Hong Kong at any time or may exert more control over offerings conducted overseas and/or foreigninvestment in us, which could result in a material change in our operations and and/or the value of the securities weare registering for sale.” Although the majority of our operations are not conducted in Mainland China, we face various legal andoperational risks and uncertainties relating to our Shanghai subsidiary, Shanghai Sglcell Biotech Co., Ltd., andsuch legal and operational risks and uncertainties also apply to our holding company, Advanced Biomed HKLimited (“Advanced Biomed HK”), in Hong Kong. The Chinese government may intervene or influence theoperation of our Shanghai subsidiary and Advanced Biomed HK and exercise significant oversight and control overthe conduct of their business and may intervene in or influence their operations at any time, or may exert morecontrol over securities offerings conducted overseas and/or foreign investment in us, which could result in amaterial change in our operations and/or the value of our Common Stock. Further, any actions by the Chinesegovernment to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestment in us could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors 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 businessoperations in China with little advance notice, including cracking down on illegal activities in the securities market,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement. As advised by our PRC counsel, AllBright Law Offices (“AllBright”), we do not believe thatwe are directly subject to these regulatory actions or statements, as our Shanghai subsidiary does not have a VIEstructure and their operations are not subject to cybersecurity review requirements, or involve any type of foreigninvestment restricted industry. Because these statements and regulatory actions are new, it is highly uncertain howsoon legislative or administrative rule making bodies in China will respond to them, or what existing or new laws orregulations will be modified or promulgated, if any, or the potential impact such modified or new laws andregulations will have on our subsidiaries’ daily business operations or ability to accept foreign investments and liston an U.S. exchange. In July 2021, the Cyberspace Administration of China (“CAC”) opened cybersecurity probesinto 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 the NationalPeople’s Congress issued a discussion draft of the amended Anti-Monopoly Law, which proposes to increase thefines for illegal concentration of business operators to “no more than ten percent of its last year’s sales revenue ifthe concentration of business opera