WF International Ltd美股招股说明书(2025-04-01版)

This is the initial public offering of ordinary shares of WF International Limited, a Cayman Islands holding company with substantially all of itsoperations in China. Throughout this prospectus, unless the context indicates otherwise, references to “WF” refer to WF International Limited, our holdingcompany and references to “we,” the “Company” or “our company” are to WF and its consolidated subsidiaries. We are offering 1,400,000 ordinary shares, par value $0.000001 per share. The initial public offering price of the shares is $4.00 per share. Prior tothis offering, there has been no public market for our ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market(“Nasdaq”) under the symbol “WXM.” Upon completion of this offering, we will be a “controlled company” as defined under the Nasdaq Listing Rules, because our director and ChiefExecutive Officer, Ms. Ke Chen, beneficially owns an aggregate of 70% of our issued and outstanding ordinary shares, and will beneficially ownapproximately 56% of the issued and outstanding ordinary shares immediately after the consummation of this offering, assuming the underwriters do notexercise their over-allotment option or approximately 54% if the underwriters exercise their over-allotment option in full. For as long as we remain acontrolled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from certain Nasdaq corporate governancerequirements. For more information, including a more detailed description of risks related to being a “controlled company,” see “Prospectus Summary —Implications of Being a Controlled Company” and “Risk Factors—Risks Related to Our Business and Industry — We will be a ‘controlled company’ asdefined under the Nasdaq Listing Rules. Although we do not intend to rely on the ‘controlled company’ exemption under the Nasdaq Listing Rules, wecould elect to rely on this exemption in the future and you will not have the same protection afforded to shareholders of companies that are subject to thesecorporate governance requirements.” We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, mayelect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Beingan Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer.” Investing in our ordinary shares involves significant risks. The risks could result in a material change in the value of the securities we areregistering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Our ordinaryshares offered in this prospectus are shares of our Cayman Islands holding company, which has no material operations of its own and conductssubstantially all of its operations through our operating entities established in the People’s Republic of China (“China” or the “PRC”).For adescription of our corporate structure, see “Corporate Structure” beginning on page 61. In addition, as we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with havingsubstantially all of our operations in China, including risks related to the legal, political and economic policies of the PRC government, the relationsbetween China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or causethe value of our ordinary shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors.Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations inChina with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companieslisted overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As advised byour PRC counsel, Yuan Tai Law Offices, as of the date of this prospectus, we are not directly subject to these regulatory actions or statements, as we havenot implemented any monopolistic behavior and our business does not involve the collection of user data, implicate cybersecurity, or involve any othertype of restricted industry. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), effective on March 31, 2023, which requires the filing of theoverseas offering and listing plan by PRC domestic companies with the CSRC under certain conditions, and the filing with the CSRC by their underwritersassociated with such