盈喜集团美股招股说明书(2026-01-23版)

●Up to 16,437,309 shares of common stock (the “PIPE Stock”), consisting of (i) 8,218,655 shares of common stock issuable upon the conversion of our seniorsecured convertible notes (the “Notes”) issued to the selling stockholders pursuant to the securities purchase agreement, dated as of January 4, 2023, by andbetween us and the selling stockholders (the “PIPE Securities Purchase Agreement”), and (ii) 8,218,654 additional shares of common stock that we are required to ●Up to 41,013,196 shares of common stock (the “PIPE Warrant Stock”), consisting of (i) 20,506,598 shares of our common stock issuable upon the exercise ofwarrants (the “PIPE Warrants”) that were issued pursuant to the PIPE Securities Purchase Agreement, giving effect to applicable price-based anti-dilutionadjustments, and (ii) 20,506,598 additional shares of common stock that we are required to register pursuant to a registration rights agreement between us and ●Up to 70,000 shares of common stock (the “Placement Agent Warrant Stock”) issuable upon the exercise of placement agent warrants (the “Placement AgentWarrants”) that were issued to the placement agent pursuant to the PIPE placement agency agreement (the “PIPE Placement Agency Agreement”), dated as ofJanuary 4, 2023. One of the Notes was redeemed in full in July 2023. The other Note was partially converted from time to time, resulting in the issuance of an aggregate of7,685,177 shares of common stock, and matured on July 4, 2025. As of the date of this prospectus, the Notes are no longer outstanding or convertible. The PIPEWarrants and the Placement Agent Warrants (collectively, the “Warrants”) have not been exercised as of the date of this prospectus. Among other things, (i) the PIPEWarrants are exercisable for $0.98 per share of common stock, giving effect to applicable price-based anti-dilution adjustments and has a term of 5 years from theissuance date and (ii) the Placement Agent Warrant is exercisable for $12.50 per common stock and has a term of 5 years from the issuance date. If at the time ofexercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the common stock underlying thePIPE Warrants and the Placement Agent Warrants to the respective holder, the holder may, in their respective sole discretion, elect to exercise the PIPE Warrants and thePlacement Agent Warrants through a cashless exercise, in which case the respective holder would receive upon such exercise the net number of common stockdetermined according to the respective formula set forth in the PIPE Warrant and the Placement Agent Warrant, as applicable. If the Company does not issue thecommon stock in a timely fashion, the PIPE Warrants and Placement Agent Warrants each contain certain damages provisions. A holder will not have the right to We are not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares of our common stock bythe selling stockholders. The selling stockholders will receive all of the proceeds from any sales of the shares of our common stock offered hereby. However, we willreceive proceeds from the exercise of the PIPE Warrants and Placement Agent Warrants, if such securities are exercised for cash. We intend to use those proceeds, if Our registration of the common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of such common stock. Theselling stockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the common stock covered by thisprospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional Any common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuantto this prospectus. No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expenses and fees inconnection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales ofour common stock. Our common stock is traded on The Nasdaq Capital Market under the symbol “ATXG.” On January 6, 2026, the last reported sale price of our common stockon The Nasdaq Capital Market was $0.3890 per share. Throughout this prospectus, unless the context requires otherwise, all references to “Addentax” refer to Addentax Group Corp., a holding company andreferences to “we,” “us,” “our,” the “Registrant,” the “Company” or “our company” are to Addentax and/or its consolidated subsidiaries. Our shares of common stock resold in this prospectus are shares of Addentax, our Nevada holding company, which has no material operations of it