山友国际美股招股说明书(2025-11-05版)

Filed Pursuant to Rule 424(b)(4)Registration No. 333-290595 1,720,688 Units consisting of 1,720,688 Ordinary Shares and1,720,688 Warrants to purchase 1,720,688 Ordinary Sharesand1,720,688 Ordinary Shares issuable upon exercise of Warrants We are offering, on a reasonable best effort basis, 1,720,688 units (the “Units”), with each Unit consisting of one (1) ordinary shareand one (1) warrant to purchase one ordinary share (the “Warrant”, or collectively, the “Warrants”) at an offering price of $2.00 perUnit. We do not intend to apply for listing of the Warrants on any national securities exchange or other trading market, and we do notbelieve any such market will develop. Therefore, the liquidity of the Warrants will be limited and should be considered illiquid. TheUnits have no stand-alone rights and will not be certificated or issued as stand-alone securities. The ordinary shares and the Warrantsunderlying the Units are immediately separable and will be issued separately in this offering. The Warrants will have an exercise priceequal to 100% of the offering price per Unit and will be exercisable from the initial issuance date until they expire on the five-yearanniversary of the original issuance date. This prospectus also relates to the ordinary shares issuable from time to time upon the exercise of the Warrants offered hereby and theordinary shares issuable upon exercise of the warrants we will issue to the Placement Agents (as defined below) (the “Placement AgentWarrants”). Our ordinary shares are listed on Nasdaq under the symbol “WXM”. On November 4, 2025, the last reported sales price of an ordinaryshare on Nasdaq was $2.57. There is no established public trading market for the Warrants. The Units will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed notlater than two business days following the effective date of the registration statement of which this prospectus forms a part (the“RegistrationStatement”),and we will deliver all securities to be issued in connection with this offering delivery versuspayment/receipt versus payment upon receipt of investor funds by us. Accordingly, neither we, nor The Benchmark Company orAxiom Capital Management, Inc., whom we have engaged as the placement agents for this offering (the “Placement Agents”) havemade any arrangements to place investor funds in an escrow account or trust account since the Placement Agents will not receiveinvestor funds in connection with the sale of the securities offered hereunder. We have engaged the Placement Agents to use their reasonable best efforts to solicit offers to purchase our securities in this offering.The Placement Agents are not purchasing or selling any of the securities we are offering and are not required to arrange for thepurchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as acondition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are notpresently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout thisprospectus. We have agreed to pay the Placement Agents the placement agent fees set forth in the table below. See “Plan ofDistribution” in this prospectus for more information. (1)In connection with this offering, we have agreed to pay to the Placement Agents a cash fee equal to 7.0% of the gross proceedsreceived by us in the offering. We have also agreed to pay the Placement Agents a non- accountable expense allowance of 1.0% ofthe gross proceeds received by us in the offering and to reimburse the Placement Agents for all expenses related to the offering ofup to $100,000 including legal expenses and other out-of-pocket expenses in connection with their engagement as placementagents. In addition, we have agreed to issue upon the closing of this offering, placement agent warrants to Placement Agentsexercisable for a period of five years from the commencement date of sales in this offering entitling the Placement Agents topurchase up to 5% of the number of shares sold in this offering at a per share exercise price equal to 125% of the offering price.See “Plan of Distribution.” for a description of all compensation to be paid to the Placement Agents. As we conduct substantially all of our operations in the People’s Republic of China (“China” or the “PRC”), we are subject to legaland operational risks associated with having substantially all of our operations in China, including risks related to the legal, politicaland economic policies of the PRC government, the relations between China and the United States, or Chinese or United Statesregulations, which risks could result in a material change in our operations and/or cause the value of our ordinary shares tosignificantly decline or become worthless and affect our ability to continue to offer secu