美物科技美股招股说明书(2026-01-27版)

Up to Primary Offering of38,000,000 Ordinary SharesSelling Shareholder Offering of12,000,000 Ordinary SharesMeiwu Technology Company Limited This prospectus relates a best-efforts offering of up to 38,000,000 ordinary shares, no par value each (the “Ordinary Shares”), of Meiwu Technology Company Limited(the “Company”). We are offering the Ordinary Shares at a fixed public offering price of $0.8 per share. This prospectus also relates to the offer and resale of12,000,000 Ordinary Shares from time to time by Changbin Xia, the Chairman of the Company (the “Selling Shareholder”). Mr. Xia purchased 12,000,000 OrdinaryShares at a per share price of $0.8, pursuant to a certain securities purchase agreement (the “SPA”), entered into between the Company and the Selling Shareholder onSeptember 5, 2025. Mr. Xia will offer and sell the shares on behalf of the Company and the shares he holds in his personal capacity. Mr. Xia entered into a lock-up agreement (the “Lock-Up Agreement”) with the Company on January 26, 2026, pursuant to which, Mr. Xia agreed not to directly or indirectly sell, offer, contract or grant any option to sell,pledge, transfer (excluding intra-family transfers, transfers to a trust for estate planning purposes or to beneficiaries of officers, directors and shareholders upon theirdeath), or otherwise dispose of or enter into any transaction which may result in the disposition of any Ordinary Shares or securities convertible into, exchangeable orexercisable for any Ordinary Shares, without the prior written consent of the Company, for a period of 180 days following the effective date of this Lock-up Agreement(the “Lock-Up Period”). As a result, Mr. Xia will sell his shares after the closing of the primary offering of the Company. Our primary offering is a “best efforts” offering and there is no minimum purchase requirement. The shares are offered at a fixed price of $0.8 per share for the durationof the offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby,which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell a numberof securities sufficient to pursue the business goals outlined in this prospectus. Also, any proceeds from the sale of securities offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will receive proceeds from the issuance and sale of our primary offering. We will not receive any proceeds from the sale of shares by the Selling Shareholderpursuant to this prospectus. We plan to use the net proceeds from the primary offering for the following purposes: We plan to use the net proceeds from the primary offering for the followingpurposes: approximately 9.5% to conduct online marketing campaigns to enhance exposure of our brand IP “Gongfuzhiye (功肤之夜)”; approximately 28% to establisha network of over 1,500 offline affiliate stores to expand market coverage and influence; approximately 12.5% for working capital and general corporate operatingpurposes, including, but not limited to, personnel costs associated with recruitment of affiliate stores; and approximately 50% for bitcoins investment. See “Use ofProceeds”. Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “WNW”. On January 22, 2026, the last reported sale price of our Ordinary We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries based in China. As a holdingcompany with no material operations, we currently conduct our business through our subsidiaries in China. Investors of our Ordinary Shares are not acquiring equityinterest in any operating company but instead are acquiring interest in a British Virgin Islands holding company. This holding company structure involves unique risksto investors. As a holding company, we may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. Theability of our subsidiaries to pay dividends or make distributions to us may be restricted by laws and regulations applicable to them or the debt they incur on their ownbehalf or the instruments governing their debt. In addition, PRC regulatory authorities could disallow this holding company structure and limit or hinder our ability toconduct our business through, receive dividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreign exchange, whichcould cause the value of our securities to significantly decline or become worthless. Disallowance of this holding company structure would likely result in a materialchange to our operations. Currently, we conducted our business in China through our wholly own