有家保险美股招股说明书(2025-03-26版)

Up to 14,400,000 Ordinary Shares(Including up to 13,500,000Ordinary Shares Issuable Upon Exercise of the Warrants) This prospectus is related to the resale, from time to time, by the selling shareholders identified in this prospectus (the “SellingShareholders”), of up to an aggregate of 14,400,000 ordinary shares, par value $0.0016 per share (the “Ordinary Shares”), of U-BXTechnology Ltd. (“UBXG”, the “Company”, “we”, “our”, “us”), including up to 13,500,000 Ordinary Shares issuable upon theexercise of the warrants (the “Warrants”). The Ordinary Shares and Warrants were issued in a private placement completed onNovember 28, 2024 (the “Private Placement”) pursuant to a securities purchase agreement dated November 28, 2024, SellingShareholders (the “Securities Purchase Agreement”), as further described below under “Prospectus Summary – Our Corporate Historyand Structure – The 2024 Private Placement” on page 11 of this prospectus. This prospectus also covers any additional Ordinary Shares that may become issuable upon any adjustment pursuant to the terms ofthe Warrants issued to the Selling Shareholders by reason of share splits, share dividends, share combinations, recapitalizations andother events described therein. The Selling Shareholders are identified in the table commencing on page 59 of this prospectus. No Ordinary Shares are beingregistered hereunder for sale by us. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders.All net proceeds from the sale of the Ordinary Shares covered by this prospectus will go to the Selling Shareholders. See “Use ofProceeds.” Information regarding the Selling Shareholders, the amounts of Ordinary Shares that may be sold by it, and the times andmanner in which it may offer and sell the Ordinary Shares under this prospectus is provided under the sections titled “SellingShareholders” and “Plan of Distribution,” respectively, in this prospectus. We do not know when or in what amount the SellingShareholders may offer the Ordinary Shares for sale. The Selling Shareholders may sell any, all, or none of the Ordinary Sharesoffered by this prospectus. Our Ordinary Shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “UBXG.” On March 24, 2025,the last reported close price of our Ordinary Shares on Nasdaq was $4.32. The Selling Shareholders have the ability to exercise theirWarrants to purchase up to 13,500,000 Ordinary Shares at an exercise price of $0.80 per share, by cashless exercise or pursuant to analternative cashless exercise option, which is at a substantial discount to the current market price of our Ordinary Shares. This couldlead to a significant decline in the trading price of our Ordinary Shares as these Warrants are exercised. We received a written notification from the Nasdaq Stock Market LLC (the “Nasdaq”) on October 21, 2024, notifying us that we arenot in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on theNasdaq (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a periodof 180 calendar days from the Notification Date, until April 21, 2025, to regain compliance with the Minimum Bid Price Requirement.To regain compliance, our ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive tradingdays. In the event the Company does not regain compliance by April 21, 2025, we may be eligible for an additional 180 calendar dayperiod to regain compliance with the Minimum Bid Price Requirement. On October 24, 2024, the Company convened its generalmeeting of shareholders, during which the shareholders of the Company adopted resolutions approving an increase of the Company’sshare capital and a share consolidation (the “Reverse Share Split”) in a ratio of one (1)-for-sixteen (16) of the Company’s issued andoutstanding ordinary shares, as well as the number of authorized ordinary shares. As a result, as of the date of this prospectus, there are9,795,491 Ordinary Shares issued and outstanding and the Company’s authorized share capital is US$1,000,000 and is divided into:625,000,000 Ordinary Shares of par value of US$0.0016 each. The Reverse Share Split was implemented to regain compliance withthe Minimum Bid Price Requirement. Our Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, onNovember 27, 2024, under the existing ticker symbol “UBXG.” On December 13, 2024, the Company received a letter from Nasdaqstating that because the Company’s Ordinary Shares had a closing bid price at or above $1.00 per share for 10 consecutive businessdays, from November 27, 2024 through December 12, 2024, the Company had regained compliance with the Minimum Bid PriceRequirement and that the matter is now closed. Unless specified otherwise, and except as provided in the financial statements andfootnotes thereto, all ref