软云美股招股说明书(2025-04-09版)

3,750,000 Ordinary SharesRuanyun Edai Technology Inc. We are offering 3,750,000 ordinary shares. This is the initial public offering of ordinary shares of Ruanyun Edai Technology Inc.The offering price of our ordinary shares in this offering is $4.00 per share. Prior to this offering, there has been no public market forour ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market under the symbol “RYET.” Investing in our ordinary shares is highly speculative and involves a high degree of risk. Before buying any shares, youshould carefully read the discussion of material risks of investing in our ordinary shares in “Risk Factors” beginning on page25 of this prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced publiccompany reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a ForeignPrivate Issuer” for additional information. We may also be eligible to utilize the “controlled company” exemptions under the Nasdaq corporate governance rules as morethan 50% of our voting power following the consummation of this offering will be held by an individual, a group or another company,specifically the group of shareholders that have executed the Concerted Action Agreement and that collectively hold 68.17% of ourshares immediately prior to this offering and will collectively hold 60.59% of our shares immediately after this offering. However,even if we are deemed a “controlled company”, we do not intend to utilize the “controlled company” exemptions under the Nasdaqcorporate governance rules following the consummation of this offering. See “Prospectus Summary—Implications of Being aControlled Company ” for additional information. We are not a Chinese operating company but a Cayman Islands holding company with no operations. We conduct substantially allof our operations in the People’s Republic of China, or the PRC or China, through Jiangxi Ruanyun, the variable interest entity, or theVIE, and its subsidiaries through certain Contractual Arrangements (as defined below). We do not have any equity ownership of theVIE, instead, we have the power to direct the activities and receive the economic benefits and absorb losses of the VIE’s businessoperations through certain Contractual Arrangements and the VIE is consolidated for accounting purposes. This structure involvesunique risks to investors. Investors are cautioned that they are buying shares of a Cayman Islands holding company with operations conducted in the PRCby a variable interest entity and its subsidiaries. Under the Contractual Arrangements, cash is transferred among the Company, Rollingthunder Technology (Jiangxi) Co., Ltd, orour WFOE, Soft Cloud and the VIE, in the following manners: (i) dividends or other distributions may be paid by Rollingthunder Jiangxi, or our WFOE, to the Company through our HongKong subsidiary; (ii) Ruanyun Edai Technology Inc., or Ruanyun (the Cayman Islands holding company) transfers proceeds raised through thisoffering or any other offering we conduct at this level to our wholly owned subsidiary, Soft CloudTechnology Limited, or Soft Cloud,which in turn transfers such proceeds down tothe WFOEin the form of capital contributions or shareholder loans, as the case may be,which in turn transfers such proceedsin the form of loans to the VIE pursuant to the Contractual Arrangements, for the purpose ofconducting business operations; and (iii) funds, may be paid by Jiangxi Ruanyun, or the VIE, toRollingthunder Jiangxi, or our WFOE, as service fees according to theContractual Arrangements. In August 2021, Jiangxi Ruanyun paid RollingthunderJiangxia loan of RMB 3,000 (approximately $467) forRollingthunderJiangxito pay bank fees. As of the date of this prospectus, this has not been repaid. It is expected to be repaid after the consummationof this offering. Other than this, as of the date of this prospectus, there were no cash flows among the Company, Soft Cloud, ourWFOE, and Jiangxi Ruanyun, or the VIE. As of the date of this prospectus, no dividends or distributions have been made to therespective shareholders of such entities. For the foreseeable future, the VIE intends to keep any future earnings to re-investin andfinance the expansion of its business. We currently do not maintain any cash management policies that dictate the purpose, amount andprocedure of cash transfers among the Company, Soft Cloud, our WFOE, the VIE, or investors. Rather, the funds can be transferred inaccordance with applicable PRC laws and regulations. For more details, see “Prospectus Summary” and “Regulations-RegulationsRelating to Foreign Exchange Registration of Overseas Investment by PRC Residents.” See also the condensed consolidatingschedules beginning on page 22 and the consolidated financial statements included elsewhere in this prospectus. The transfer of funds and assets between Rua