因立夫美股招股说明书(2026-03-13版)

Up to $100,000,000Class A Ordinary Shares INLIF LIMITED INLIF Limited (the “Company” or “we” or “our” or “us”) has entered into an “at the market” sales agreement (the “SalesAgreement”), with AC Sunshine Securities LLC (the “Sales Agent”), acting in its capacity as a sales agent, relating to the offer andsale of shares of the Company’s Class A ordinary shares, with par value $0.0001 each share (“Class A Ordinary Shares”), offeredfrom time to time pursuant to this prospectus supplement and the accompanying prospectus, to or through the Sales Agent as agent or Sales of our Class A Ordinary Shares, if any, under this prospectus supplement will be made by any method that is deemed tobe an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. TheSales Agent is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable The Sales Agent will be entitled to compensation at a fixed commission rate of three percent (3.0%) of the gross proceedsfrom the sale of our Class A Ordinary Shares on our behalf pursuant to the Sales Agreement. In connection with the sale of the Class AOrdinary Shares on our behalf, the Sales Agent will be deemed to be “underwriters” within the meaning of the Securities Act, and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide Our Class A Ordinary Shares is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “INLF.” The closingprice of our Class A Ordinary Shares on March 12, 2026, as reported by Nasdaq, was $0.343 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding voting and non-voting commonequity held by persons other than affiliates of the Company (the “Non-Affiliate Shares”) was approximately $302,699,093, calculatedbased on 208,400,000 outstanding shares of Class A Ordinary Shares and 12,500,000 Class B Ordinary Shares as of the date of thisprospectus supplement, of which 213,168,375 shares were Non-Affiliate Shares, and a price per share of $1.42 as of January 30, 2026. We intend to use the proceeds from this offering for general corporate purposes, including working capital, daily operationsand business expansions. See “Use of Proceeds.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-16 of this prospectussupplement and risk factors set forth in our most recent annual report on Form 20-F for the fiscal year ended December 31,2025 (the “2025 Annual Report”), in other reports incorporated herein by reference, and in an applicable prospectus We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our BusinessStartups Act of 2012, and have elected to comply with certain reduced public company reporting requirements. We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to complywith certain reduced public company reporting requirements for this and future filings. See “Prospectus Supplement Summary As of the date of this prospectus supplement, the Company has 208,400,000 Class A Ordinary Shares (with one vote pershare) and 12,500,000 shares of Class B ordinary shares (with twenty votes per share) (“ClassB Ordinary Shares” and together withthe ClassA Ordinary Shares, the “Ordinary Shares”), totaling 458,400,000 votes. Holders of our Class B Ordinary Shares as a groupown approximately 54.54% of the aggregate voting power of our outstanding Ordinary Shares. As a result, we are deemed to be a“controlled company” as of the date of this prospectus supplement for the purpose of the Nasdaq listing rules. However, sales of ClassA Ordinary Shares pursuant to this prospectus supplement and the accompanying prospectus in the “at the market” offering may We are a holding company incorporated in the Cayman Islands with no material operations of our own and not a Chineseoperating company. As a result, a substantial majority of our operations are conducted through the Operating Entity established in thePRC. The securities offered in this prospectus are shares of the Cayman Islands holding company instead of shares of the OperatingEntity in the PRC. Holders of our securities do not directly own any equity interests in the Operating Entity, but will instead ownshares of a Cayman Islands holding company. The Chinese regulatory authorities could disallow our corporate structure, which wouldlikely result in a material change in our operations and/or a material change in the value of our ordinary shares, including that it couldcause the value of our ordinary shares to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors— This prospectus supplement does not constitute, and there will not be, an offering of securities to the public in the Cayman On January 9, 2026,