您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:有家保险美股招股说明书(2026-05-08版) - 发现报告

有家保险美股招股说明书(2026-05-08版)

2026-05-08 美股招股说明书 尊敬冯
报告封面

Amendment No. 1 to Prospectus Supplement dated April 28, 2026(to Prospectus dated December 9, 2025) U-BX Technology Ltd. 15,166,668Unitswith each Unit consisting of one ClassA Ordinary Share and one Warrant to purchase 0.3 ClassA Ordinary Share15,166,668 ClassA Ordinary Shares included in the Units15,166,668 Warrants to Purchase up to 4,550,002 ClassA Ordinary Shares4,550,002 ClassA Ordinary Shares Issuable upon Exercise of the Warrants This Amendment No. 1 (the “Amendment”) is filed for the sole purpose of correcting an inadvertent error on the cover pageof the Prospectus Supplement dated April 28, 2026 (the “Prospectus Supplement”) relating to the offering of Units, each Unitconsisting of one Class A Ordinary Share, par value $0.0016 per share, and one Warrant to purchase 0.3 Class A Ordinary Share. ThisAmendment should be read in conjunction with the Prospectus Supplement and the accompanying base prospectus dated December 9,2025. Except as specifically amended and restated herein, all other information in the Prospectus Supplement remains unchanged. The cover page of the Prospectus Supplement is hereby amended and restated in its entirety as follows: U-BX Technology Ltd. 15,166,668Unitswith each Unit consisting of one ClassA Ordinary Share and one Warrant to purchase 0.3 ClassA Ordinary Share15,166,668 ClassA Ordinary Shares included in the Units15,166,668 Warrants to Purchase up to 4,550,002 ClassA Ordinary Shares4,550,002 ClassA Ordinary Shares Issuable upon Exercise of the Warrants We are offering on a best-efforts basis 15,166,668 units (the “Units”), each Unit consisting of (i) one Class A Ordinary Share,par value $0.0016 per share (the “Class A Ordinary Shares”) and (ii) one warrant to purchase 0.3 Class A Ordinary Share (each, a“Warrant”, and collectively, the “Warrants”). Each Warrant includes an Alternative Cashless Exercise feature (the “Zero Exercise PriceOption”) pursuant to which a holder may receive 0.3 Class A Ordinary Share per Warrant for no additional consideration, with thenumber of shares issuable to each holder rounded up to the nearest whole share. The Warrants are subject to a cap of the maximumaggregate number of Warrant Shares issuable upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option),which is a number equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares)(the “Warrant Cap”). The Warrants are not exercisable for a “zero exercise price”. Rather, the Zero Exercise Price Option is an alternativesettlement mechanism that results in the issuance of 0.3 Class A Ordinary Share per Warrant without any cash payment to theCompany. We are offering the Unitsat the public offering price of $0.30 per Unit (the “Offering”). We are also registering 4,550,002ClassA Ordinary Shares underlying the Warrants (the “Warrant Shares”) in connection with the Zero Exercise Price Option. EachWarrant will have an initial exercise price equal to the public offering price per Unit, which is $0.30 per ClassA Ordinary Share,subject to anti-dilution adjustments as described in the Warrant. The Warrants will be exercisable beginning on the date of issuance andending on the one-year anniversary of the issuance date. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A OrdinaryShares can be purchased in this Offering only with the accompanying Warrants as part of the Units, but the component parts of theUnits will be immediately separable and issued separately in this Offering. The Warrants are transferable by the holders thereof,subject to applicable securities laws. If at the time of exercise of the Warrants, there is no effective registration statement available, holders may elect a “cashlessexercise” to receive the number of Class A Ordinary Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (A) isthe market price determined by formulas under the Warrants; (B) is the exercise price of the Warrants; and (X) is the number of sharesunderlying the Warrant. In addition, and regardless of registration status, holders may also elect the Zero Exercise Price Option at anytime. Under this option, a holder may receive 0.3 Class A Ordinary Share per Warrant for no additional consideration, in lieu of payingthe cash exercise price. Because this option provides a greater number of shares than a standard cashless exercise formula, weanticipate holders will exclusively utilize this option. Consequently, we do not expect to receive any cash proceeds from the exerciseof the Warrants. The Warrants are subject to a Warrant Cap of the maximum aggregate number of Class A Ordinary Shares that may be issuedupon exercise of all Warrants (including pursuant to the Zero Exercise Price Option), which is a number equal to 30% of the totalShares sold in the Offering (plus any shares resulting from rounding up fractional shares). Once the Warrant Ca