网塑科技美股招股说明书(2025-10-22版)

Texxon Holding Limited This is the initial public offering of ordinary shares of Texxon Holding Limited,aCayman Islands holding company with substantially all of its operations in China.Throughoutthis prospectus,unless the context indicates otherwise,references to“Texxon”refer to Texxon Holding Limited,our holding company and references to“we,”the“Company”or“our company”are to Texxon and/or its consolidatedsubsidiaries. Weare offering 1,900,000 ordinary shares,par value$0.0001 per share,at aninitialpublic offering price of$5.00 per share.Prior to this offering,there wasnopublic market for our ordinary shares.We have been approved to list our ordinaryshares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NPT.” Weare both an“emerging growth company”and a“foreign private issuer”asdefinedunder the U.S.federalsecurities laws and,as such,may elect to complywithcertain reduced public company reporting requirements for this and futurefilings.See“Prospectus Summary—Implicationsof Being an Emerging GrowthCompany”and“Prospectus Summary—Implicationsof Being a Foreign PrivateIssuer.” Ourordinary shares offered in this prospectus are shares of our Cayman Islandsholdingcompany,whichhasnomaterialoperationsofitsownandconductssubstantially all of its operations through our operating entities established in thePeople’sRepublic of China(“China”or the“PRC”).For a description of ourcorporate structure, see “Corporate Structure” beginning on page 76. This structureinvolvesunique risks to investors.If the PRC government disallows our holdingcompanystructure or deems that any of our business operations carried out by ourHongKongor PRC subsidiaries were to be restricted or prohibited from foreigninvestmentin the future,we may be required to stop our business operations inChina,and we could be subject to material penalties or be forced to relinquish ourinterestsin the affected operations.Such events could result in a material changeinour operations and a material change in the value of our securities,includingcausingthe value of such securities to significantly decline or become worthless.See“Risk Factors—RisksRelated to Doing Business in China—Uncertaintiesexistwith respect to how the PRC Foreign Investment Law may impact the viability ofour current corporate structure and operations.” on page 25. Inaddition,as we conduct substantially all of our operations in China,we aresubjectto legal and operational risks associated with having substantially all ofour operations in China, including risks related to the legal, political and economicpoliciesof the PRC government,the relations between China and the UnitedStates,orChinese or UnitedStatesregulations,which risks could result in a materialchangeinouroperationsand/orcausethevalueofourordinarysharestosignificantly decline or become worthless and affect our ability to offer or continueto offer securities to investors. The PRC government initiated a series of regulatoryactionsand made a number of public statements on the regulation of businessoperationsin China with little advance notice,including cracking down on illegalactivities in the securities market, enhancing supervision over China-based companieslistedoverseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement. In the opinion of our PRC counsel, Jingtian& Gongcheng, as of the date of thisprospectus,we are not directly subject to the regulatory actions or statementsrelatedto anti-monopoly enforcement or cybersecurity review,as we have notimplementedany monopolistic behavior and neither Texxon nor any of its PRCSubsidiariesqualifies as a critical information infrastructure operator or hasconductedany data processing activities that affect or may affect national securityorholds personal information of more than one million users.We cannot assure you thatregulators in China will not take a contrary view or will not subsequentlyrequireus to undergo the anti-monopoly investigation or cybersecurity review andsubject us to fines or penalties for non-compliance. Table of Contents However,wearesubjecttotheregulatoryactionsrelatedtothePRCgovernment’s oversight on offshore securities offerings. OnFebruary 17,2023,the China Securities Regulatory Commission(the“CSRC”)releasedthe Trial Administrative Measures of Overseas Securities Offering andListingby Domestic Companies(the“Trial Measures”),effective on March 31,2023,whichrequires the filing of the overseas offering and listing plan by PRC domesticcompanieswith the CSRC under certain conditions,and the filing with the CSRC bytheirunderwriters associated with such companies’overseas securities offering andlisting.In the opinion of our PRC counsel,Jingtian&Gongcheng,we are subject tothe filing requirements of the Trial Measures in connection with this offering. As ofthedate of this prospectus,we have submitted our filings with the CSRC inconnectionwith this offering and the CSRC notified us on our completion o