见知教育美股招股说明书(2025-10-20版)

Jianzhi Education Technology Group Company LimitedRepresenting 348,000,000 Class A Ordinary Shares We are offering 5,800,000 American depositary shares of Jianzhi Education Technology Group Company Limited (“ADSs”)directly to certain investors. Each ADS represents 60 of our Class A ordinary shares, par value $0.0001 per share. The ADSs are listed on the Nasdaq Capital Market, under the symbol “JZ.” On October 17, 2025, the closing trading price for theADSs, as reported on Nasdaq Capital Market, was US$1.51 per ADS. Jianzhi Education Technology Group Company Limited (“Jianzhi Education” or the “Company”) is a Cayman Islands holdingcompany operating in China through its subsidiaries and contractual arrangements with variable interest entities (the “VIEs”), namelyBeijing Sentu Technology Co., Ltd., a limited liability company established under PRC law (“Beijing Sentu” or the “VIE Entity”), andits subsidiaries. The VIEs are consolidated for accounting purpose only and Jianzhi Education does not own any equity interest in theVIEs. Jianzhi Education is not a Chinese operating company and does not conduct operations directly. PRC laws, regulations, andrules restrict and impose conditions on direct foreign investment in certain types of business, including radio and television programproduction and operation business and value-added telecommunication business, and we therefore operate these businesses in Chinathrough the VIE structure which provides investors with exposure to foreign investment in the Chinese operating companies whereChinese law prohibits us from direct foreign investment in the operating companies. Investors are purchasing equity interests inJianzhi Education, the Cayman Islands holding company, and are not purchasing, and may never directly hold, equity interests in theVIEs. As used in this prospectus, “we”, “us”, or “our” refers to Jianzhi Education and its subsidiaries. Our corporate structure is subject to risks relating to our contractual arrangements with Beijing Sentu and its shareholders. Suchcontractual arrangements have not been tested in any of the PRC courts. There are substantial uncertainties regarding the interpretationand application of current and future PRC laws, regulations, and rules relating to these contractual arrangements. If the PRCgovernment finds these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevantindustries, or if the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject tosevere penalties or be forced to relinquish our interests in the VIEs or forfeit our rights under the contractual arrangements. JianzhiEducation and investors in our securities face uncertainty about potential future actions by the PRC government, which could affectthe enforceability of our contractual arrangements with Beijing Sentu and, consequently, significantly affect the financial conditionand results of operations of Jianzhi Education. If we are unable to claim our right to control the assets of the VIEs, our securities maydecline in value or become worthless. The PRC government could even disallow the VIE structure completely, which would likelyresult in a material adverse change in our operations and our securities may significantly decline in value or become worthless. We face various legal and operational risks and uncertainties relating to doing business in China. We operate our businessprimarily in China, and are subject to complex and evolving PRC laws and regulations. Given that we and the VIEs do not possess alarge amount of personal information, and data processed in our and the VIEs’ business do not have a bearing on national security andthus may not be classified as core or important data by the authorities, as advised by DeHeng Law Offices, our counsel as to PRC law,as of the date of this prospectus, in connection with this offering, under current PRC laws, regulations and rules, we, our PRCsubsidiaries, and the VIEs, (i)are not required by the Cyberspace Administration of China (the “CAC”) to go through cybersecurityreview, and (ii)other than the filing with the China Securities Regulatory Commission (the “CSRC”) we are required to make after thecompletion of the first sale of ADSs under this offering, (a)are not required to obtain permissions from the CSRC, and (b)have notbeen asked to obtain or denied such and other permissions by any PRC government authority, under current PRC laws, regulations andrules in connection with this offering as of the date of this prospectus supplement. We cannot assure you that the regulators in China hold the same position with us. Uncertainties in the PRC legal system and theinterpretation and enforcement of PRC laws and regulations could limit the legal protection available to you and us, hinder our abilityto offer or continue to offer the securities, result in a material adverse effect on our business operations, and damag