微美全息美股招股说明书(2025-05-23版)

This prospectus supplement relates to the issuance and sale of (i) up to $40,000,000 aggregate principal amount of UnsecuredConvertible Promissory Notes (the “Notes”) to certain investors (the “Investors”) convertible into our Class B ordinary shares, and (ii) Class B ordinary shares issuable upon conversion of the Notes. days of issuance (the “Convertible Notes”) and its Class B ordinary shares that are issuable upon conversion of the Convertible Note.On May 23, 2025, the Company issued in the aggregate $10,000,000 of Notes to the Investors in an initial closing. price of the WIMI Class B ordinary shares was $12.70 per share and the aggregate market value of WIMI’s total outstanding Class Bordinary shares held by non-affiliates was approximately $102,299,643 based on 8,055,090 outstanding Class B ordinary shares heldby non-affiliates. We are therefore currently not subject to the limitations under General Instruction I.B.5 of Form F-3 until the filingdate of Form 20-F for the fiscal year ended December31, 2025. through contractual arrangements. Investors should be aware that investing in the Cayman holding company’s Class B ordinary sharesis not the same as purchasing equity interest in the Company’s Chinese operating entities or its VIE. Instead, investors are purchasingequity interest in a Cayman Islands holding company whose revenues are derived from the operations conducted primarily by its PRCsubsidiaries and its consolidated VIE. As of December 31, 2024, WiMi’s organizational structure is detailed in its Annual Report on The Company is a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding companywith no operations of its own, WIMI conducts operations through operating entities and its VIE in China, and this structure involvesunique risks to investors. While a portion of the Company’s business is conducted through a VIE structure, investors in WIMI’ssecurities are not purchasing equity interests in its subsidiaries or VIE but instead are purchasing equity interests in the CaymanIslands holding company. Therefore, investors will not directly hold any equity interests in WIMI’s operating companies, regardless ofwhether they are PRC subsidiaries or the VIE. The Chinese regulatory authorities could disallow WIMI’s corporate structure, this offering as a result of our organizational structure, see “Item 3. Key Information — 3.D. Risk Factors —Risks Related to OurCorporate Structure — We are a Cayman Islands holding company with no equity ownership in our VIEs. We conduct our operationsin China through our PRC subsidiaries and our VIEs with which we have maintained contractual arrangements and their subsidiariesin China. Investors thus are not purchasing the right to convert shares into direct equity interest in our operating entities in China butinstead are purchasing the right to convert shares into equity interest in a Cayman Islands holding company. If the PRC governmentfinds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or ifthese regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish ourinterests in those operations. Our holding company, our PRC subsidiaries, our VIEs, and investors of our Company face uncertaintyabout potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our complete hindrance of our ability to offer, or continue to offer, our securities to investors. See “Item 3. Key Information — 3.D. RiskFactors —Risks Related to Doing Business in China— We may be materially and adversely affected by the complexity, uncertaintiesand changes in PRC regulation of the Internet industry and companies” and “— Risks and uncertainties arising from the legal systemin China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China,could result in a material adverse change in our operations and the value of our Class B ordinary shares.” in our annual report onForm 20-F for the fiscal year ended December 31, 2024. The PCAOB has historically faced challenges in obtaining complete access to inspect and investigate audit firms located in mainlandChina and Hong Kong. However, in December 2022, the PCAOB announced it had secured such access and vacated its priordeterminations to the contrary. The PCAOB continues to conduct inspections and make annual determinations regarding its access.As WIMI’s auditor, Onestop, is headquartered in Singapore, a jurisdiction where the PCAOB currently has unimpeded inspectionaccess, and Onestop is not on any list of audit firms that the PCAOB is unable to inspect, as a result, WIMI does not currently expectto be designated as a “Commission-Identified Issuer” by the U.S. Securities and Exchange Commission under the HFCA Act. completely for two consecutiv