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1、F-1/A 1 useef1a.htm As filed with the Securities and Exchange Commission on March 23,2023.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 USEE ELECTRONIC COMMERCE LTD(Exact name of Registrant as specified in its charte

2、r)United Kingdom 5960 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)FLOOR 1 OFFICE 25,22 MARKET SQUARELONDON,E14 6BU,ENGLANDUSEE ELECTRONIC COMMERCE LTDTel:+44 07514685567(Address

3、,including zip code,and telephone number,including area code,of Registrants principal executive offices)F15,Fudan Science Park Building,No.11 Guotai RoadYangpu District,ShanghaiShanghai Jinzhun Investment Management Co.,Ltd(Name,address of agent for service)Copies to:Approximate date of commencement

4、 of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933,check the following box.If thi

5、s Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effec

6、tive amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under th

7、e Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Eme

8、rginggrowth company xIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant t

9、oSection 7(a)(2)(B)of the Securities Act.xThe Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this registration statement shall thereafter beco

10、me effective in accordance with Section8(a)of the Securities Act,as amended,or until the registration statement shall become effective on such date as the Securities and ExchangeCommission,acting pursuant to said Section 8(a)may determine.As filed with the Securities and Exchange Commission on March

11、 23,2023.PRELIMINARY PROSPECTUSORDINARY SHARES We are offering ordinary shares.This is the initial public offering of ordinary shares of .The offering priceof our ordinary shares in this offering is expected to be$6.66 per share.Prior to this offering,there has been no public market for our ordinary

12、shares.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“USEE”.There is no assurance that such applicationwill be approved,and if our application is not approved,this offering may not be completed.Investing in our ordinary shares involves a high degree of risk

13、.Before buying any shares,you should carefully read the discussion ofmaterial risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced public companyreporting requirements.See“Pros

14、pectus SummaryImplications of Being an Emerging Growth Company”for additional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any representation to the c

15、ontrary is a criminal offense.We are a holding company incorporated in the United Kingdom.As a holding company with no material operations of our own,we conduct asubstantial majority of our operations through our operating entities established in the Peoples Republic of China(or the“PRC”).The Ordina

16、ryShares offered in this prospectus are shares of the United Kingdom holding company.Holders of our Class A Ordinary Shares do not directly ownany equity interests in our Chinese operating subsidiaries,but will instead own shares of a United Kingdom holding company.The Chineseregulatory authorities

17、could disallow our corporate structure,which would likely result in a material change in our operations and/or a materialchange in the value of our Ordinary Shares,including that it could cause the value of our Ordinary Shares to significantly decline or becomeworthless.Unless otherwise stated,as us

18、ed in this prospectus and in the context of describing our operations and consolidated financialinformation,“we,”“us,”“Company,”or“our,”refers to USEE ELECTRONIC COMMERCE LTD,a United Kingdom holding company.For adescription of our corporate structure,see“Corporate History and Structure.”See also“Ri

19、sk Factors Risks Relating to Our Corporate Structure.”2 As filed with the Securities and Exchange Commission on March 23,2023.We face various legal and operational risks and uncertainties relating to our operations in China.These risks,together with uncertainties in Chinaslegal system and the interp

20、retation and enforcement of Chinese laws,regulations,and policies,could hinder our ability to offer or continue to offerour securities,result in a material adverse effect on our business operations,and damage our reputation,which could cause our shares tosignificantly decline in value or become wort

21、hless.The Chinese government may intervene or influence the operations of our company at any timeand may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a materialchange in the operations of our company and/or the value of o

22、ur common stock.Any actions by the Chinese government to exert more oversightand control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cau

23、se the value of such securities to significantly decline or be worthless.Recently,the PRC government adopted a series of laws,regulatory measures and issued statements to regulate business operations in China,including cracking down on illegal activities in the securities market,adopting new measure

24、s to extend the scope of cybersecurity reviews,andexpanding the efforts in anti-monopoly enforcement.The Cyberspace Administration of China(“CAC”)has opened cybersecurity probes intoseveral U.S.-listed technology companies focusing on anti-monopoly regulation,and how companies collect,store,process

25、and transfer data,among other things.If we are subject to such a probe or are required to comply with the stringent requirements of the new regulations,our abilityto conduct our business or list on a U.S.stock exchange may be restricted.As of the date of this prospectus,we and our subsidiaries have

26、not beeninvolved in any investigations on cybersecurity review initiated by any Chinese regulatory authority,nor has any of them received any inquiry,notice or sanction.There are currently no relevant laws or regulations in China that prohibit companies whose subsidiaries or entity interests arewith

27、in China from listing on overseas stock exchanges.However,since these statements and regulatory actions are newly published,officialguidance and related implementation rules have not been issued.It is highly uncertain what the potential impact such modified or new policies andregulations will have o

28、n our daily business operation,the ability to accept foreign investments and our ability to continue trading on a U.S.securities marketplace or stock exchange.PER SHARETOTALInitial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)Does not include acco

29、untable and non-accountable expense allowance payable to underwriters.Please see the section of this prospectusentitled“Underwriting”for additional information regarding underwriter compensation.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters f

30、or their out-of-pocket expenses)to beapproximately$,exclusive of the above commissions.In addition,we will pay additional items of value in connection with this offering thatare viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further re

31、duceproceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectuses we have prepared.Neither we nor any

32、of the underwriters take responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only theshares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The informa

33、tion contained in this prospectusis current only as of its date,regardless of the time of delivery of this prospectus or of any sale of our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offering or possessionor d

34、istribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside theUnited States who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering ofthe shares of

35、 our common stock and the distribution of this prospectus outside the United States.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus is truthful or complete

36、.Any representation to the contrary is a criminal offense.3 As filed with the Securities and Exchange Commission on March 23,2023.TABLE OF CONTENTS PagePROSPECTUS SUMMARY5OFFERINGS12RISK FACTORS13SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS29USE OF PROCEEDS31DIVIDEND POLICY32CAPITALIZATION33DIL

37、UTION34CORPORATE HISTORY AND STRUCTURE35MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS36BUSINESS39MANAGEMENT50PRINCIPAL SHAREHOLDERS56DESCRIPTION OF SHARE CAPITAL57SHARES ELIGIBLE FOR FUTURE SALE62TAXATION64UNDERWRITING67WHERE YOU CAN FIND ADDITIONAL INFORMATION

38、69 4 As filed with the Securities and Exchange Commission on March 23,2023.PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this

39、summary,we urge you to read the entire prospectus carefully,especially therisks of investing in our Ordinary Shares discussed under“Risk Factors”before deciding whether to buy our Ordinary Shares.Our MissionOur mission is to provide entrepreneurs with new consumption scenarios and light entrepreneur

40、ship platforms through the offline USEE luxurycollection store chain system,using the digital operation model of the e-commerce platform to link the entity,and at the same time allowconsumers to obtain a convenient and preferential shopping experience.Overview of Our CompanyUSEE ELECTRONIC COMMERCE

41、LTD is a one-stop industry and finance incubation and operation service provider integrating Internettechnology,e-commerce operation,big data,SRM digital supply chain,brand management and other businesses.The companys business scope includes:Internet sales(except for the sale of goods that require l

42、icensing);Sales agents;luggage sales;luggagerepair services;wholesale of jewelry;Jewelry retail;Jewelry recycling and repair services;sales of clocks and chronograph instruments;electronicproduct sales;wholesale of cosmetics;cosmetics retail;Art(art)art and collection appraisal services;Wholesale of

43、 computer software andhardware and auxiliary equipment;Retail of computer hardware and software and auxiliary equipment;sales of arts and crafts and ceremonialarticles(except ivory and its products);Retail sale of arts and crafts and collectibles(except ivory and its products);clothing wholesale;clo

44、thingretail;wholesale of shoes and hats;footwear and hat retail;sales of household appliances;Information consulting services(excluding licensinginformation consulting services);Advertising design,agency;Import and export agent;Domestic trade agent;conference and exhibition services;Organize cultura

45、l and artistic exchange activities;New energy vehicle sales;Auto parts retail,etc.USEE ELECTRONIC COMMERCE LTD promote the real economy through Internet e-commerce to create green consumption scenarios andindustrial foundations in the digital economy era,and activate related industries such as consu

46、mption and services.USEE ELECTRONIC COMMERCE LTD always integrate its own development into the exhibition of digital economy,improve the capacitybuilding of digital industrialization,promote the real economy with e-commerce,build a commercial chain value-added ecology around theconsumption side,chan

47、nel end and brand side,take the promotion of consumption as the key element to activate the real economy,and build aone-stop industry and finance incubation operation service platform.The Industry1.Description of the industry chainUpstream:Product supplyUSEE ELECTRONIC COMMERCE LTD relying on the ca

48、pital support of the capital market and the policy opportunities of the times in thedomestic and foreign supply chain markets,relying on the industrial advantages,resource advantages and the companys own talents,technicaladvantages,efficient and flexible capital advantages,we actively integrate the

49、supply chain industrial cluster.Midstream:product communication,product tradingUSEE ELECTRONIC COMMERCE LTD takes the operation model of e-commerce joint entity and industrial integration finance,takes lightluxury head brand goods as the entry point to create a consumption ecology,drives the layout

50、of offline stores by online drainage,and promotesthe industrial ecology with consumption ecology.Downstream:Consumption monetizationUSEE ELECTRONIC COMMERCE LTD takes light luxury brand goods as the starting point,while providing consumers with high-quality andhigh-quality products,it creates a cons

51、umption ecology with green consumption points,creates green consumption scenarios and industrialfoundation in the digital economy era through the model of promoting the development of real industries through online green consumption,drives the common development of related industries,builds a consum

52、er entrepreneurship platform for consumers,entrepreneurs,enterprises,etc.,and realizes a new system of consumer entrepreneurship.5 As filed with the Securities and Exchange Commission on March 23,2023.2.Industry pain pointsLuxury/light luxury e-commerce pain pointsThe authenticity of light luxury/lu

53、xury goods has always been a major pain point in the light luxury/luxury e-commerce industry.In addition,iflight luxury/luxury goods companies cannot obtain brand agency rights or stable supply sources,it is difficult to show the special competitiveadvantage of online channels.On the other hand,e-co

54、mmerce platforms often attract consumers through large promotions and discounts,but inthe field of luxury e-commerce,due to the limitation of supply sources,the profit margin of luxury e-commerce will be very limited,which makesit difficult for luxury e-commerce to obtain price advantages in the mar

55、ket.Pain points in the e-commerce industryThe high cost of recruiting new people is the biggest pain point in the current e-commerce industry.Coupled with the lack of social marketingskills and ineffective fan interaction faced by enterprises in the transformation,etc.,it also greatly affects the tr

56、ansaction conversion rate,andmany e-commerce merchants do not have a standardized operation,collection,and analysis process for their own data,which directly leads to theserious problem of helplessness in the face of the big data obtained.At the same time,for consumer groups,it has shifted from mate

57、rial consumption to spiritual consumption and entrepreneurial consumption,andtraditional e-commerce can no longer meet the needs of consumer groups.Physical store pain pointsAt present,the rapid development of e-commerce and the rapid expansion of supermarket chains have made offline stores face mor

58、e and morepressure!In addition,competition from the same industry,the squeeze of online platforms,etc.,under the influence of these factors,manymerchants have chosen to close stores to cope with these challenges.Pain points of real enterprisesIn the past two years,the economic situation has declined

59、 due to the impact of the epidemic,and consumers have become increasingly rational andmature.Many entrepreneurs generally have problems such as difficult to sell,large accumulation of inventory,and high inventory pressure.Seeingthe mountains of goods,I frown every day,and thinking about how to sell

60、goods quickly has become an urgent pain point for every entrepreneur.Our Services1.Project operation mode:Our project is to use the application developed by our company as a platform to integrate and integrate the needs of service providers,consumersand entrepreneurs to achieve the purpose of busine

61、ss incubation and consumption monetization,and form a consumption ecology that drives thereal economy through online drainage.At the same time,the needs of online platforms will be dataized,value-oriented and capitalized,andindustrial integration in the real economy will be driven.Our projects are n

62、ot limited to a single luxury category,in the future,we will integratenew energy,tourism,live streaming and other industries to form a situation of industrial sharing.2.Mainly serve the populationConsumerConsumers are positioned as the new elite of the city and high-net-worth people with certain req

63、uirements for quality of life.EntrepreneursCreate innovative consumption and entrepreneurship application scenarios to meet the needs of entrepreneurs in consumption entrepreneurship.Merchant/EnterpriseDe-inventory for merchants/enterprises,reduce costs and increase efficiency,and realize digital tr

64、ansformatio.6 As filed with the Securities and Exchange Commission on March 23,2023.Our SolutionConsumerThrough the e-commerce application of USEE ELECTRONIC COMMERCE LTD,we provide consumers with high-quality and low-cost goods,cooperate with supply chains,brands,merchants,and enterprises to create

65、 a super SRM digital supply chain,provide sellers with traceable high-quality products,and solve consumers worries about counterfeit goods and no after-sales worries;At the same time,green points are used in theprocess of consumption and circulation,so that consumers can obtain a convenient and pref

66、erential shopping experience while realizing therecirculation of consumption value;Meet consumers need to save money.EntrepreneursTaking the mass consumption entrepreneurial demand as the core,combined with industrial points to promote new consumption,through theonline platform to promote the real e

67、conomy model to create a new form of consumption entrepreneurship,to provide entrepreneurs with newconsumption scenarios and light entrepreneurship platform,entrepreneurs can purchase the products of the mall can convert green points intoindustrial points,industrial points are used to invest in the

68、real industry under USEE ELECTRONIC COMMERCE LTD,solve the problem oftraditional entrepreneurs investing heavily in entities,and meet the consumption of entrepreneurs=The need for entrepreneurship.Merchant/EnterpriseThrough consumption points,traffic certainty and marketing campaign certainty,mercha

69、nts/enterprises focusing on manufacturing and R&D,through short and fast marketing rhythm and low marketing costs,can serve more consumers through USEE ELECTRONIC COMMERCE LTDse-commerce and physical stores,so as to make good products known to more consumers,and solve the problems of difficult sales

70、,high inventory,and no channels.Light luxury/luxury e-commerce industryThe past of the era of traditional e-commerce dividends,the marketing model of traditional e-commerce is gradually difficult to adapt to the needsof the new era,and it is difficult to establish customer trust,the customers sense

71、of experience is getting worse and worse,the core concept ofUSEE ELECTRONIC COMMERCE LTD is to allow all participants to enjoy the value brought by consumption,traditional e-commerce onlymeets material consumption,content e-commerce only meets social,material consumption and spiritual consumption,an

72、d USEE ElectronicCommerce The emergence of LTD has changed the development process of e-commerce,in addition to meeting the above,it also meets the needsof users to save money and start a business.Why choose usConsumers save moneyWith its own SRM digital supply chain,it forms a unique competitive pr

73、oduct supply channel,providing consumers with high-quality goods athigh prices,and gradually returning them to consumers in the form of consumption points.Entrepreneurs make moneyUSEE ELECTRONIC COMMERCE LTD provides an industrial ecological light entrepreneurship platform,entrepreneurs can use indu

74、stry creditsto participate in other industries in the industrial ecosystem,such as physical stores,liquor,new energy charging piles,etc.Businesses are more economicalThe development and change from consumer e-commerce to industrial e-commerce reflects that the growth space of the digital economy isc

75、ontinuously expanding.Industrial e-commerce is also an important means to reduce the cost of enterprises,when reducing the idle inventory ofenterprises,with the help of upstream and downstream advantages of the industrial chain,accurately grasp the upstream supply capacity anddownstream generation d

76、emand,but also improve the demand management ability of enterprises.Our business model1.E-commerce platform business modelUSEE ELECTRONIC COMMERCE LTD e-commerce platform adopts the F2B2b2C model,and the biggest difference from traditional e-commerce is that the F2B2b2C model has four operating enti

77、ties:brand owners(F2C),platform vendors(F2S),distributors(B2C),retailers(B2C).Based on the channel organization that the enterprise has established,through the brand session,brand session and other meeting formsand offline store membership system into an organized and organized connection to the C-e

78、nd and connect users.7 As filed with the Securities and Exchange Commission on March 23,2023.2.Offline physical store business modelSelf-operated modelUSEE ELECTRONIC COMMERCE LTD invested and operated brand flagship store,by the supply chain brand/merchant/enterprise directlyprovide product display

79、,consumers offline close understanding of the product,at the same time complete online order,by supply chainbrand/merchant/enterprise direct delivery.Joint venture modelThe joint operation stores funded by USEE ELECTRONIC COMMERCE LTD and established by entrepreneurs in the form of industry points+p

80、artial investment are divided into image stores,brand stores,and MINI stores according to different areas,and the company provides agencyoperation and hosting services.The product display is directly provided by the supply chain brand/merchant/enterprise,and consumers have aclose understanding of th

81、e product offline,and at the same time complete the order online,and the supply chain brand/merchant/enterprisedelivers the goods.Entrepreneurs participate in dividends according to the amount of capital contributed and the number of industrial points.Franchise modelThe franchisees self-operated sto

82、re established by the franchisee in the form of industry points+part of the franchise fee is directly provided bythe supply chain brand/merchant/enterprise to display the product,and the consumer has a close understanding of the product offline,and at thesame time completes the order online,which is

83、 shipped by the supply chain brand/merchant/enterprise.USEE ELECTRONIC COMMERCE LTDprovides brand authorization,drainage and management background services,charging a 5%management fee,and franchisees are responsible fortheir own profits and losses.Our Competitive StrengthsWe are committed to integra

84、ting the needs of entrepreneurs,consumers and companies or enterprises to save the consumption costs of differentusers and directly address the pain points of different users.In addition,we also provide different promotion methods.1.Consumption returns double pointsSet a certain time condition,after

85、 the consumer meets the conditions,the amount of consumption will be returned to the consumer in the form ofconsumption points,so that every cent of money spent is on the way back,and consumption points can also be used for consumption on e-commerce platforms.2.Sharing accelerationIt is mainly based

86、 on the interactive communication and dissemination of people invited by people,so that old consumers can promote a largenumber of new consumers,accelerate the return time of consumption points,and complete the actual effect of the drainage method.3.Industry partnersAfter the third consumption,consu

87、mers will consume points into industry points,and industry points can participate in the investment of realindustries and projects under USEE ELECTRONIC COMMERCE LTD,and obtain dividends,and combine the interests of consumers with theinterests of USEE ELECTRONIC COMMERCE LTD through the real industr

88、y to enhance the stickiness between consumers and the platform.4.Public domain promotion,Private domain traffic conversionThrough its own new media matrix and media resources,an online traffic portal is formed,and precipitated to the WeChat official account,whichis converted into private domain traf

89、fic through the online education platform.5.The system acquires newcomersThrough salon meetings,brand sessions,brand sessions and other conference forms and offline store membership systems,we will connect the C-end in an organized and organized manner,connect users and expand influence.Our Challeng

90、esUnlike consumer e-commerce platforms,industrial e-commerce platforms mostly focus on a certain production area or even certain specificproducts,such as steel,cloth,ore,which will enter the next production process after the transaction.At present,there are no homogeneousenterprises in the industria

91、l e-commerce segment that take light luxury/luxury goods as the entrance of consumption flow.8 As filed with the Securities and Exchange Commission on March 23,2023.In the future,USEE ELECTRONIC COMMERCE LTD will explore the implementation of the industrial consumption point system,continuouslyimpro

92、ve the innovation and entrepreneurship mechanism,create a business cycle ecosystem,and form a preferred platform for industry andfinance incubation and operation services.Secondly,our challenges also include the existing mature e-commerce platforms,such as Amazon,TIK TOK and other e-commerce platfor

93、ms,which will be the preferred shopping platform for consumers,which will have a certain impact and difficulty in our promotion,these mature e-commerce platforms have a huge consumer group,which will cause us certain challenges.Our market opportunityIndustry forecastsLight luxury/luxury industryAt p

94、resent,the proportion of luxury goods consumption is increasing,peoples spending power is increasing rapidly,and international luxurygiants are paying more and more attention to the large scale and growth potential of the online market.Online consumption is gradually becomingmainstream,major brands

95、are relying on the Internet to carry out various marketing activities to maintain contact and interaction with consumers,and the growth rate of online sales of luxury goods is much higher than offline.E-commerce industryVertical markets are the main user group of USEE ELECTRONIC COMMERCE LTD,where g

96、oods and services are sold to a specific customerbase who can connect with each other through different scenarios.This kind of e-commerce+industry model will usher in an explosive period in2023.Our Corporate StructureOur companys organizational structure consists of a board of directors,a strategy c

97、ommittee and an executive committee.With Mr.Zhao Qiu asthe chairman and Mr.Xiang Long as the executive president,there are 8 departments:comprehensive department,business department,financedepartment,planning department,business school,e-commerce department,customer service department and technology

98、 department to ensurethat the company operates in a legal and compliant manner,and also ensures the companys business development.Our StrategyUSEE ELECTRONIC COMMERCE LTD is committed to promoting industrial integration and industry-finance integration,insisting ondeepening business connections and

99、extending industrial chains,actively exploring new industry ecological models,discovering new developmentdirections,and promoting industrial integration and growth.At the same time,United Capital institutions support the institutional mechanisms ofnew technologies,new industries,new formats and new

100、models,realize the symbiosis of industry and finance,and promote the formation of high-quality industrial ecology and coordinated development.In the future,USEE ELECTRONIC COMMERCE LTD will gradually expand its strength and influence through investment,equity participationand strategic cooperation,s

101、o that all USEE ELECTRONIC COMMERCE LTD participants can share the wealth feast.Implications of Our Being an“Emerging Growth Company”On September 9,2022,the SEC adopted inflation adjustments mandated by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As a result,an“emerging growth com

102、pany”will lose its emerging growth company status on the last day of the fiscal year in which it has$1.235billion or more in total.As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growthcompany“as defined in the JOBS Act.“An“emerging growth c

103、ompany”may take advantage of reduced reporting requirements that are otherwiseapplicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial

104、Condition and Results of Operations;9 As filed with the Securities and Exchange Commission on March 23,2023.are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzinghow those elements fit with our principles and objective

105、s,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-bi

106、nding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph

107、 and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on

108、 Form 20-Ffollowing the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for the adoptionof new or revised financial accounting standards under 107 of the JOBS Act.Our election

109、 to use the phase-in periods may make it difficult tocompare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of thephase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described red

110、uced reporting requirements and exemptions until we no longer meet thedefinition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of thefiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a reg

111、istration statement declared effective under theSecurities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.235 billion in annual revenue,have more than$700million in market value of our Class A Ordinary Share held by non-affiliates,or issue more than$1 billion in principal

112、 amount of non-convertibledebt over a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).Assuch,we are exempt from certain provisions applicable to United States domes

113、tic public companies.For example:We are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;For interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rules thatapply to domestic public co

114、mpanies;We are not required to provide the same level of disclosure on certain issues,such as executive compensation;We are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;We are not required to comply with the sections of

115、 the Exchange Act regulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and We are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership andtrading activities

116、 and establishing insider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Controlled companies are exempt from the majority of independent director requirements.Controlled companies are subject to an exemption fromNasdaq standards re

117、quiring that the board of a listed company consist of a majority of independent directors within one year of the listing date.10 As filed with the Securities and Exchange Commission on March 23,2023.Public Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Mark

118、et(Nasdaq),must comply with theexchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do not complywith these corporate governance requirements may lose their listing status.Under the Nasdaq rules,a“controlled company”is a com

119、pany withmore than 50%of its voting power held by a single person,entity or group.Under Nasdaq rules,a controlled company is exempt from certaincorporate governance requirements including:The requirement that a majority of the board of directors consist of independent directors;The requirement that

120、a listed company have a nominating and governance committee that is composed entirely of independent directors witha written charter addressing the committees purpose and responsibilities;The requirement that a listed company have a compensation committee that is composed entirely of independent dir

121、ectors with a writtencharter addressing the committees purpose and responsibilities;and The requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.Controlled companies must still comply with the exchanges other corporate governance stan

122、dards.These include having an audit committee andthe special meetings of independent or non-management directors.Our Pre-IPOPrior to the IPO,we total share capital was about 80,000,000 ordinary shares.This time,about 8,000,000 ordinary shares were sold,which is weexpect that the initial public offer

123、ing price will be no less than US$6.66 per share.Our Corporate Information Our principal executive offices are located at FLOOR 1 OFFICE 25,22 MARKET SQUARE,LONDON,ENGLAND.Our telephone number is+44 07514685567.11 As filed with the Securities and Exchange Commission on March 23,2023.OFFERINGS Below

124、is a summary of the terms of the offering:IssuerUSEE ELECTRONIC COMMERCE LTD Securities Being Offered Ordinary Shares,par value US$0.0001 per share Offering PriceWe expect that the initial public offering price will be US$6.60 per Ordinary Share.Ordinary Shares OutstandingImmediately Before This Off

125、ering Ordinary Shares Ordinary Shares OutstandingImmediately After This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercise their option topurchase additional Ordinary Shares in full).Voting RightsEach Ordinary Share is entitled to one vote.Use of Proceeds Proposed Nasdaq Tradin

126、g Symboland ListingWe plan to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“USEE”This offering is contingent upon us listing our Ordinary Shares on Nasdaq CapitalMarket or another national exchange.No assurance can be given that such listing will beapproved or that

127、a liquid trading market will develop for our Ordinary Shares.Lock-upOur directors,executive officers,and shareholder who own 5%or more of the outstandingOrdinary Shares intended agreed with the underwriters not to offer for sale,issue,sell,contract to sell,pledge or otherwise dispose of any of our O

128、rdinary Shares or securitiesconvertible into Ordinary Shares for a period of 6 months commencing on the date of thisprospectus.The Company is also prohibited from conducting offerings during this period andfrom re-pricing or changing the terms of existing options and warrants.See“Underwriting”for ad

129、ditional information.Transfer Agent Risk factorsSee“Risk Factors”for a discussion of risks you should carefully consider before investing inour Ordinary Shares.12 As filed with the Securities and Exchange Commission on March 23,2023.RISK FACTORS An investment in our Ordinary Shares involves a high d

130、egree of risk.Before deciding whether to invest in our Ordinary Shares,you shouldconsider carefully the risks described below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and Results of

131、 Operations”and our consolidated financial statements and relatednotes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could be materially and adverselyaffected,which could cause the trading price of our Ordinary Shares to decline,resulting i

132、n a loss of all or part of your investment.The risksdescribed below and in the documents referenced above are not the only ones that we face.Additional risks not presently known to us or that wecurrently deem immaterial may also affect our business.You should only consider investing in our Ordinary

133、Shares if you can bear the risk of lossof your entire investment.Risks Related to Our Business We have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we are unable tomanage our growth effectively,our brand,company culture and financial resul

134、ts may suffer.We have grown rapidly in the past year and our recent growth rates and financial results should not be considered indicators of our futureperformance.In order to effectively manage and leverage our growth,we must continue to expand our sales and marketing,focus on innovativeproduct and

135、 website development,and upgrade our management information systems.Our continued growth has in the past and may in the futurestrain our existing resources and we may experience ongoing operational difficulties in managing our operations in numerous jurisdictions,including difficulties in recruiting

136、,training and managing a dispersed and growing employee base.Failure to expand and maintain our companyculture through growth may harm our future success,including our ability to retain and recruit personnel and to effectively focus on and pursueour corporate goals.Retail-Nonstore Retailers industry

137、 is evolving rapidly and may not evolve as we expect.Even if our net sales continue to grow,our net salesgrowth rate may decline in the future due to a variety of factors,including macroeconomic factors,changes in supply and supply chain,changes inconsumer preferences,increased competition and the m

138、aturation of our business.Accordingly,you should not rely on our net sales growth ratesfor any prior period as an indicator of our future performance.Our overall growth in net sales will depend on many factors,including our abilityto:1)price our products and services effectively so that we can attra

139、ct new customers and expand our relationships with existing customers.2)accurately forecast our net sales and plan our operating expenses.3)compete successfully with other companies that are or may be entering our competitive market in the future and respond to developments inthose competitors,such

140、as pricing changes and the introduction of new products and services.4)Complying with existing and new laws and regulations that apply to our business.5)Successfully expanding into existing markets and entering new markets,including new geographic areas and categories.6)The successful introduction o

141、f new products and enhancements to our products and services and their features,including in response to newtrends or competitive dynamics or customer needs or preferences.7)Successfully identifying and acquiring or investing in businesses,products or technologies that we believe will complement or

142、expand ourbusiness.8)Avoiding disruptions or interruptions in the distribution of our products and services.9)Providing quality support to our customers that meets their needs.10)Hiring,integrating and retaining talented sales,customer service and other personnel.11)Effectively managing the growth o

143、f our business,personnel and operations,including the opening of new showrooms.12)Effectively managing the costs associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.13 As filed with the Securities and Exchange Commission on March 23,2023.Because of

144、 our limited history of operating our business at our current scale,it is difficult to assess our current operations and future prospects,including our ability to plan for and model future growth.Our limited operating experience at this scale,combined with the rapidly evolvingnature of the markets i

145、n which we sell our products and services,the significant uncertainty about how these markets will develop and othereconomic factors beyond our control,reduces our ability to accurately forecast quarterly or annual revenues.Failure to effectively manage ourfuture growth could adversely affect our bu

146、siness,financial condition and results of operations.We have limited sources of working capital and will need substantial additional financing.The working capital required to implement our business strategy and R&D efforts will most likely be provided by funds obtained throughofferings of our equity

147、,debt,debt-linked securities,and/or equity-linked securities,and revenues generated by us.No assurance can be given thatwe will have revenues sufficient to sustain our operations or that we would be able to obtain equity/debt financing in the current economicenvironment.If we do not have sufficient

148、working capital and are unable to generate sufficient revenues or raise additional funds,we may delaythe completion of or significantly reduce the scope of our current business plan;delay some of our development and clinical or marketing efforts;postpone the hiring of new personnel;or,under certain

149、dire financial circumstances,substantially curtail or cease our operations.We may need to engage in capital-raising transactions in the near future.Such financing transactions may well cause substantial dilution to ourshareholders and could involve the issuance of securities with rights senior to th

150、e outstanding shares.Our ability to complete additional financingsis dependent on,among other things,the state of the capital markets at the time of any proposed offering,market reception of the Company andthe likelihood of the success of its business model and offering terms.There is no assurance t

151、hat we will be able to obtain any such additionalcapital through asset sales,equity or debt financing,or any combination thereof,on satisfactory terms or at all.Additionally,no assurance can begiven that any such financing,if obtained,will be adequate to meet our capital needs and to support our ope

152、rations.If we do not obtain adequatecapital on a timely basis and on satisfactory terms,our revenues and operations and the value of our Ordinary Shares and Ordinary Shareequivalents would be materially negatively impacted and we may cease our operations.We are dependent on certain key personnel and

153、 loss of these key personnel could have a material adverse effect on our business,financialcondition and results of operations.Our success is,to a certain extent,attributable to the management,sales and marketing,and research and development expertise of key personnel.We are dependent upon the servi

154、ces of Mr.Zhao Qiu,our Chairman of the Board,for the continued growth and operation of our Company,due tohis industry experience,technical expertise,as well as his personal and business contacts in the PRC.Additionally,Ms.Hongqiong Li,performskey functions in the operation of our business.We may not

155、 be able to retain Mr.Xiang Long and Mr.Haiyang Yang for any given period of time.Although we have no reason to believe that Mr.Jianguo Wang and Ms.Juan Feng will discontinue their services with us,the interruption or loss ofhis services would adversely affect our ability to effectively run our busi

156、ness and pursue our business strategy as well as our results of operations.We do not carry key man life insurance for any of our key personnel,nor do we foresee purchasing such insurance to protect against the loss ofkey personnel.Our success depends on our ability to protect our intellectual proper

157、ty.Our success depends on our ability to obtain and maintain patent protection for products developed utilizing our technologies,in the PRC and inother countries,and to enforce these patents.There is no assurance that any of our existing and future patents will be held valid and enforceableagainst t

158、hird-party infringement or that our products will not infringe any third-party patent or intellectual property.We own patentsand have filed additional patent applications with the Patent Administration Department of the PRC;however,there is no assurancethat our filed patent applications will be gran

159、ted.Any patents relating to our technologies may not be sufficiently broad to protect our products.In addition,our patents may be challenged,potentially invalidated or potentially circumvented.Our patents may not afford us protection against competitors with similar technology or permitthe commercia

160、lization of our products without infringing third-party patents or other intellectual property rights.14 As filed with the Securities and Exchange Commission on March 23,2023.We also rely on or intend to rely on our trademarks,trade names and brand names to distinguish our products from the products

161、 of ourcompetitors,and have registered or will apply to register a number of these trademarks.However,third parties may oppose our trademarkapplications or otherwise challenge our use of the trademarks.In the event that our trademarks are successfully challenged,we could be forced torebrand our prod

162、ucts,which could result in loss of brand recognition and could require us to devote resources to advertising and marketing thesenew brands.Further,our competitors may infringe our trademarks,or we may not have adequate resources to enforce our trademarks.In addition,we also have trade secrets,non-pa

163、tented proprietary expertise and continuing technological innovation that we shall seek to protect,inpart,by entering into confidentiality agreements with licensees,suppliers,employees and consultants.These agreements may be breached andthere may not be adequate remedies in the event of a breach.Dis

164、putes may arise concerning the ownership of intellectual property or theapplicability of confidentiality agreements.Moreover,our trade secrets and proprietary technology may otherwise become known or beindependently developed by our competitors.If patents are not issued with respect to products aris

165、ing from research,we may not be able tomaintain the confidentiality of information relating to these products.If we fail to maintain an effective quality control system,our business could be materially and adversely affected.We place great emphasis on product quality and adhere to stringent quality

166、control measures and have obtained quality control certifications forour products.To meet our customers requirements and expectations for the quality and safety of our products,we have adopted a stringent qualitycontrol system to ensure that every step of the production process is strictly monitored

167、 and managed.Failure to maintain an effective qualitycontrol system or to obtain or renew our quality standards certifications may result in a decrease in demand for our products or cancellation or lossof purchase orders from our customers.Moreover,our reputation could be impaired.As a result,our bu

168、siness and results of operations could bematerially and adversely affected.We may experience significant fluctuations in our results of operations and growth rate.We have grown significantly in recent years,and we intend to continue to expand the scope and geographic reach of the services we provide

169、.Ouranticipated future growth will likely place significant demands on our management and operations.Our success in managing our growth willdepend,to a significant degree,on the ability of our executive officers and other members of senior management to operate effectively and on ourability to furth

170、er improve and develop our financial and management information systems,controls and procedures.In addition,we expect to haveto adapt our existing systems and introduce new systems,train and manage our employees and improve and expand our sales and marketingcapabilities.Revenue growth may slow down

171、or decline for any number of reasons,including our inability to attract and retain sellers and buyers,decreasedbuyer spending,increased competition,slowing overall growth of the e-commerce market,the emergence of alternative business models,changesin government policies and general economic conditio

172、ns.We may also lose buyers and sellers for other reasons,such as a failure to deliversatisfactory customer or transaction experience or high-quality services.If we are unable to properly and prudently manage our operations as theycontinue to grow,or if the quality of our services deteriorates due to

173、 mismanagement,our brand name and reputation could be significantlyharmed,and our business,prospects,financial condition and results of operations could be materially and adversely affected.Our results of operations may fluctuate significantly as a result of a variety of factors,including those desc

174、ribed above.As a result,historicalperiod-to-period comparisons of our results of operations are not necessarily indicative of future period-to-period results.You should not rely onthe results of a single fiscal quarter as an indication of our annual results or our future performance.15 As filed with

175、 the Securities and Exchange Commission on March 23,2023.If we fail to effectively promote our business and attract new and retain current buyers and sellers,our business,results of operations andprospects may be materially and adversely affected.We believe that the effective promotion of our busine

176、ss is of significant importance to our success.Enhancing our brand recognition in the e-commerce market is critical to increasing the quantity and depth of engagement of sellers and buyers with our platform,which,in turn,enhancesthe appeal and assortment of products and services to buyers.We have co

177、nducted and will continue to conduct various marketing and promotionalactivities,including through both digital channels and offline media,aimed at increasing the visibility of our business,the attractiveness of ourplatform for our sellers and buyers and the growth of buyer traffic on our websites a

178、nd mobile apps.We cannot assure you,however,that theseactivities will be effective in achieving the intended promotional impact on our business.In addition,our buyers and sellers may have conflictingviews regarding some of the new initiatives we introduce to improve our platform,which can diminish o

179、ur attempts to maintain a positive networkeffect and negatively affect our buyer and seller base.Further,any negative publicity relating to our products or services,regardless of its veracity,could harm our reputation and cause buyers and sellers to leave our platform,which would have a material adv

180、erse effect on our business,financial condition and results of operations.If our marketing efforts are not successful in attracting new and retaining current buyers,ourbusiness,prospects,financial condition and results of operations could be materially and adversely affected.If we fail to maintain a

181、nd enhance our brand,our business,prospects and results of operations may be materially and adversely affected.We believe that maintaining and enhancing our USEE brand is significantly important to the success of our business.A well-recognized brand iscritical to increasing the number of buyers and

182、sellers and the level of their engagement and,in turn,enhancing the attractiveness of our productsand services to them.Despite conducting a number of brand promotion and recognition activities from time to time,we cannot assure you thatthese activities will be successful in the future or that we wil

183、l be able to achieve the brand promotion effects that we expect.In addition,ourcompetitors may increase the intensity of their marketing campaigns,which may force us to increase our advertising spend to maintain our brandawareness.If our brand is harmed or we are forced to increase our marketing exp

184、enses,our business,prospects,financial condition and results ofoperations could be materially and adversely affected.We operate in a competitive market.If we fail to retain our current market position,our business and results of operations could bematerially and adversely affected.The markets for ou

185、r products and services are competitive and rapidly evolving.The successful execution of our strategy depends on our ability tocontinuously attract and retain sellers and buyers,expand the market for our products and services,continue technological innovation and offernew capabilities to sellers and

186、 buyers.We have many competitors not only among other e-commerce companies,but also physical stores and alarge and fragmented group of other offline retailers.We compete with these current and potential competitors for both sellers and buyers.Fromtime to time,our buyers may decide not to continue pu

187、rchasing products on our platform for various reasons,including choosing to shop in offlineretail stores once more.Our sellers may also decide to switch to our competitors services.Some of our existing or potential competitors may havegreater resources,capabilities and expertise in management,techno

188、logy,finance,product development,sales,marketing and other areas.Further,the internet facilitates competitive entry and comparison shopping,which enhances the ability of new,smaller or lesser known businesses,including businesses from outside Russia,to compete against us.As a result of these various

189、 types of current and potential competitors,we mayfail to retain or may lose our current market position,we may fail to continue to attract new and maintain our existing buyers and sellers,and wemay be required to increase our spending or maintain lower prices,which could materially and adversely af

190、fect our business,prospects,financialcondition and results of operations.If we are not able to respond successfully to technological or industry developments,including changes to the business models deployed inour industry,our business may be materially and adversely affected.16 As filed with the Se

191、curities and Exchange Commission on March 23,2023.The e-commerce market is characterized by rapid technological developments,frequent launches of new products and services,changes in buyerneeds and behavior and evolving industry standards.As a result,participants in the e-commerce industry constantl

192、y change their product offeringsand business models and adopt new technologies to,among other things,increase cost efficiency and adapt to buyer preferences.There can be noassurances that our key competitors will not adopt a more effective business strategy than us or that our competitors will not b

193、e able to morequickly adapt to industry changes than we will.If we fail to successfully and timely respond to technological or industry developments,it couldresult in a loss of sellers and buyers,and our brand,business,prospects,financial condition and results of operations could be materially andad

194、versely affected.We rely on many counterparties and third-party providers in our business,and the nonperformance or loss of a significant third-partyprovider through bankruptcy,consolidation,or otherwise,could adversely affect our operations.We are party to agreements with third-party companies in v

195、arious aspects of our business model,including the lessors of our fulfillment centersand various logistics providers.If we are unable to maintain or renew leases,or lease other suitable premises on acceptable terms,or if ourexisting leases are terminated for any reason(including in connection with a

196、 lessors loss of its ownership rights to such premises),or if a leasesterms(including rental charges)are revised to our detriment,such matters could have a material adverse effect on our business,financial conditionand results of operations.If these third parties do not comply with applicable legal

197、or administrative requirements,were to default on theirobligations,or if we lose a significant provider through bankruptcy,consolidation or otherwise,we may be subject to litigation with these third-party providers,fail to renew the respective agreements on commercially acceptable terms and,therefor

198、e,face the need of switching to new third-party providers,who may provide services to us at higher prices,and any of the following of which could have a material adverse effect on ourbusiness,prospects,financial condition and results of operations.We may have difficulties with sourcing the products

199、we sell through our Direct Sales business.Besides connecting,and facilitating transactions between,buyers and sellers on our Marketplace,we sell products directly to our buyers throughour Direct Sales business.In our Direct Sales business,we purchase and hold inventory of a selection of products in

200、our fulfillment centers to besold directly to buyers,and therefore are dependent on our suppliers we source the products from.There can be no assurance that we will be ableto timely replace any of our suppliers in case their products are no longer available to us or otherwise procure the supply of p

201、roducts to ourfacilities to be sold through the Direct Sales business,which may adversely affect our business,prospects,financial condition and results ofoperations.Computer viruses,undetected software errors and hacking may cause delays or interruptions on our systems and may reduce the use ofour s

202、ervices and damage our brand reputation.Our online systems,including our websites,mobile apps and our other software applications,products and systems,could contain undetectederrors,or“bugs,”that could adversely affect their performance.While we regularly update and enhance our websites and IT platf

203、orm andintroduce new versions of our mobile apps,the occurrence of errors in any such updates or enhancements may cause disruptions in the provisionof our services and may,as a result,cause us to lose market share,and our reputation and brand,business,prospects,financial condition andresults of oper

204、ations could be materially and adversely affected.In addition,computer viruses and cyber security compromises have in the past,which to date have not been material,and may in the future causedelays or other service interruptions on our systems.However,we may be subject to hacking attempts by malicio

205、us actors who seek to gainunauthorized access to our information or systems or to cause intentional malfunctions,loss or corruption of data or leakages of our buyers andsellers personal data.While we employ various antivirus and computer protection software in our operations,we cannot provide any as

206、surancethat such protections will successfully prevent all hacking attempts(whether through the use of“denial of service”attacks or otherwise)or thetransmission of any computer viruses which,if not prevented,could significantly damage our software systems and databases,cause disruptions toour busine

207、ss activities(including to our e-mail and other communications systems),result in security breaches and the inadvertent disclosure ofconfidential and/or sensitive information and hinder access to our platform.17 As filed with the Securities and Exchange Commission on March 23,2023.We may incur signi

208、ficant costs to protect our systems and equipment against the threat of,and to repair any damage caused by,computer virusesand hacking.Moreover,if a computer virus or other compromise of our systems becomes highly publicized,our reputation could be materiallydamaged,resulting in a decrease in the us

209、e of our products and services.The inadvertent transmission of computer viruses could also expose us toliability and legal action,which may adversely affect our business,financial condition and results of operations.We may be unable to effectively communicate with our buyers and sellers through emai

210、l,other messages or social media.We rely on newsletters in the form of emails and other messaging services in order to promote our platform and inform our buyers of our productofferings and/or the status of their orders,or inform our sellers of any updates on the terms and conditions of the sale of

211、their products on ourMarketplace.Changes in how webmail services organize and prioritize emails could reduce the number of buyers and sellers opening our emails.For example,some webmail services offer tools and features that could result in our emails and other messages being shown as“spam”or aslowe

212、r priority to our consumers,which could reduce the likelihood of consumers opening or responding positively to them.Actions by thirdparties to block,impose restrictions on,or charge for the delivery of emails and other messages,as well as legal or regulatory changes with respectto“permission-based m

213、arketing”or generally limiting our right to send such messages or imposing additional requirements on our ability toconduct email marketing or send other messages,could impair our ability to communicate with our buyers and sellers.If we are unable to sendemails or other messages to our buyers and se

214、llers,if such messages are delayed or if buyers and sellers do not receive or decline to open them,wewould no longer be able to use this free marketing channel.This could impair our marketing efforts or make them more expensive if we have toincrease spending on paid marketing channels to compensate

215、and as a result,our business could be adversely affected.Additionally,malfunctions of our email and messaging services could result in erroneous messages being sent and buyers and sellers no longerwanting to receive any messages from us.Furthermore,our process of obtaining consent from our buyers to

216、 receive newsletters and othermessages from us and to allow us to use their data may be insufficient or invalid.As a result,such individuals or third parties may accuse us ofsending unsolicited advertisements and other messages,and our use of email and other messaging services could result in claims

217、 against us.Since we also rely on social media to communicate with our buyers,changes to the terms and conditions of relevant providers could limit ourability to communicate through social media.These services may change their algorithms or interfaces without notifying us,which may reduceour visibil

218、ity.In addition,there could be a decline in the use of such social media by our buyers,in which case we may be required to find other,potentially more expensive,communication channels.An inability to communicate through emails,other messages or social media could have a material adverse effect on ou

219、r business,prospects,financial condition and results of operations.We may be subject to product liability claims when people or property are harmed or damaged by the products that are sold on ourplatform.We are exposed to product liability or food safety claims relating to personal injury or illness

220、,death or environmental or property damage causedby the products that are sold by us or through our Marketplace,and we do not maintain any insurance with respect to such product liability.As theproducts offered by us or through our Marketplace are manufactured by third parties,we have only limited c

221、ontrol over the quality of theseproducts.In addition,we cannot always effectively prevent our sellers from selling harmful or defective products on our Marketplace,which couldcause death,disease or injury to our buyers or damage their property.We may be seen as having facilitated the sale of such pr

222、oducts and may beforced to recall such products.Under our Direct Sales model,where we act directly as seller,we may also have to recall harmful products.18 As filed with the Securities and Exchange Commission on March 23,2023.Although we require that our sellers only offer products that comply with

223、the existing product safety rules and monitor such compliance,we maynot be able to detect,enforce or collect sufficient damages for breaches of such agreements.In addition,any negative publicity resulting fromproduct recalls or the assertion that we sold defective products could damage our brand and

224、 reputation.Any material product liability,food safetyor other claim could have an adverse effect on our business,prospects,results of operations and financial condition.We may be impacted by fraudulent or unlawful activities of sellers,which could have a material adverse effect on our reputation an

225、dbusiness and may result in civil or criminal liability.The law relating to the liability of online service providers is currently unsettled in Russia,and governmental agencies have in the past and couldin the future require changes in the way online businesses are conducted.Our standard agreement w

226、ith the sellers on our Marketplace provides formonthly payments to sellers for the products sold rather than immediate payment after the sale of a product.Our standard form agreement with oursellers provides that we will directly compensate the buyer for the purchase price if a buyer makes a return

227、and the seller must refund us the priceof the returned product.These provisions are designed to prevent sellers from collecting payments,fraudulently or otherwise,in the event that abuyer does not receive the products they ordered or when the products received are materially different from the selle

228、rs descriptions,and toprevent sellers on our Marketplace from selling unlawful,counterfeit,pirated,or stolen goods,selling goods in an unlawful or unethical manner,violating the proprietary rights of others or otherwise violating our product requirements.If our sellers circumvent or otherwise fail t

229、o complywith these provisions,it could harm our business or damage our reputation,and we could face civil or criminal liability for unlawful activities byour sellers.We depend upon talented employees,including our senior management and IT specialists,to grow,operate and improve our business,andif we

230、 are unable to retain and motivate our personnel and attract new talent,we may not be able to grow effectively.Our success depends on our continued ability to identify,hire,develop,motivate and retain talented employees.Our ability to execute and manageour operations efficiently is dependent upon co

231、ntributions from all of our employees.Competition for senior management and key IT personnel isintense,and the pool of qualified candidates is relatively limited.From time to time,some of our key personnel may choose to leave our companyfor various reasons,including personal career development plans

232、 or alternative compensation packages.An inability to retain the services of ourkey personnel or properly manage the working relationship among our management and employees may expose us to legal or administrativeaction or adverse publicity,which could adversely affect our reputation,business,prospe

233、cts,financial condition and results of operations.Training new employees with no prior relevant experience could be time consuming and requires a significant amount of resources.We may alsoneed to increase the compensation we pay to our employees from time to time in order to retain them.If competit

234、ion in our industry intensifies,itmay be increasingly difficult for us to hire,motivate and retain highly skilled personnel due to significant market demand.If we fail to attractadditional highly skilled personnel or retain or motivate our existing personnel,we may be unable to pursue growth,and our

235、 business,prospects,financial condition and results of operations could be materially and adversely affected.Employee misconduct is difficult to determine and detect and could harm our reputation and business.We face a risk that may arise out of our employees lack of knowledge or willful,negligent o

236、r involuntary violations of laws,rules and regulationsor other misconduct.Misconduct by employees could involve,among other things,the improper use or disclosure of confidential information(including trade secrets),embezzlement or fraud,any of which could result in regulatory sanctions or fines impo

237、sed on us,as well as cause usserious reputational or financial harm.We have experienced fraudulent misconduct by employees in the past,which to date has not caused anymaterial harm to our business.However,any such further misconduct in the future may result in unknown and unmanaged risks and losses.

238、Wehave internal audit,security and other procedures in place that are designed to monitor our employees conduct.However,despite these controlsand procedures there can be no assurance that we will discover employee misconduct in a timely and effective manner,if at all.It is not alwayspossible to guar

239、d against employee misconduct and ensure full compliance with our risk management and information policies.The direct andindirect costs of employee misconduct can be substantial,and our business,prospects,financial condition and results of operations could bematerially and adversely affected.19 As f

240、iled with the Securities and Exchange Commission on March 23,2023.We do not have and may be unable to obtain sufficient insurance to protect ourselves from business risks.The insurance industry in Russia relative to that in other jurisdictions is not as mature,and accessibility to many forms of insu

241、rance coveragecommon in other jurisdictions is limited.We currently maintain insurance coverage for our fulfillment centers and service centers but do notmaintain insurance coverage for our servers,pick-up points,business interruption risks,product liability or third-party liability in respect of mo

242、stof environmental damage arising from accidents on our property or relating to our operations.Until we obtain adequate insurance coverage,thereis a risk of irrecoverable loss or destruction of certain assets,and our business,prospects,financial condition and results of operations could bematerially

243、 and adversely affected.The global coronavirus COVID-19 pandemic has caused significant disruptions in our business,which may continue to materially andadversely affect our results of operations and financial condition.On March 11,2020,the World Health Organization declared the COVID-19 outbreak a g

244、lobal pandemic.Many businesses and social activities inChina and other countries and regions were severely disrupted in 2020,including those of our suppliers,customers and employees.This pandemichas also caused market panics,which materially and negatively affected the global financial markets,such

245、as the plunge of global stocks on majorstock exchanges in March 2020.Such disruption and slowdown of the worlds economy in 2020 and beyond had,and may continue to have,amaterial adverse effect on our results of operations and financial condition.We and our customers experienced significant business

246、disruptions andsuspension of operations due to quarantine measures to contain the spread of the pandemic,which caused shortage in the supply of raw materials,reduced our production capacity,increased the likelihood of default from our customers and delayed our product delivery.All of these had resul

247、tedin a material adverse effect on our results of operations and financial condition in the fiscal year 2021.The extent to which the COVID-19pandemic may impact our business,operations and financial results will depend on numerous evolving factors that the Company cannot accuratelypredict at this ti

248、me,including the uncertainty on the potential resurgence of the COVID-19 cases in China,the continual spread of the virusglobally,and the instability of local and global government policies and restrictions.We are closely monitoring the development of the COVID-19pandemic and continuously evaluating

249、 any further potential impact on our business,results of operations and financial condition.If the pandemicpersists or escalates,we may be subject to further negative impact on our business operations and financial condition.A severe or prolonged downturn in the global or Chinese economy could mater

250、ially and adversely affect our business and our financialcondition.Although the Chinese economy expanded well in the last two decades,the rapid growth of the Chinese economy has slowed down since 2012,andthere is considerable uncertainty over the long-term effects of the expansionary monetary and fi

251、scal policies adopted by the Peoples Bank ofChina and financial authorities of some of the worlds leading economies,including the United States and China.There have been concerns overunrest and terrorist threats in the Middle East,Europe and Africa,which have resulted in volatility in oil and other

252、markets.There have also beenconcerns on the relationship among China and other Asian countries,which may result in or intensify potential conflicts in relation to territorialdisputes.Economic conditions in China are sensitive to global economic conditions,as well as changes in domestic economic and

253、politicalpolicies and the expected or perceived overall economic growth rate in China.Any severe or prolonged slowdown in the global or Chineseeconomy may materially and adversely affect our business,results of operations and financial condition.20 As filed with the Securities and Exchange Commissio

254、n on March 23,2023.Under the strong supervision of the government,our business may be controlled.The Companys business segments may be subject to various government and regulatory interference in the provinces in which they operate.TheCompany could be subject to regulation by various political and r

255、egulatory entities,including various local and municipal agencies andgovernment sub-divisions.The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations orpenalties for any failure to comply.Additionally,the governmental and regulatory interference

256、 could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.Furthermore,it is uncertain when and whether the Company will be required to obtain permission from the gov

257、ernment to list on U.S.exchangesin the future,and even when such permission is obtained,whether it will be denied or rescinded.Although the Company is currently not requiredto obtain permission from any of the local government to obtain such permission and has not received any denial to list on the

258、U.S.exchange,ouroperations could be adversely affected,directly or indirectly,by existing or future laws and regulations relating to its business or industry.Changes in Chinas economic,political or social conditions or government policies could have a material adverse effect on our businessand resul

259、ts of operations.Our business,prospects,financial condition,and results of operations may be influenced significantly by political,economic,and social conditionsin China generally and by continued economic growth in China as a whole.The Chinese economy differs from the economies of most developed co

260、untries in many respects,including the amount of governmentinvolvement,level of development,growth rate,control of the foreign exchange,and allocation of resources.Although the Chinese governmenthas implemented measures emphasizing the utilization of market forces for economic reform,the reduction o

261、f state ownership of productiveassets,and the establishment of improved corporate governance in business enterprises,a substantial portion of productive assets in China is stillowned by the government.In addition,the Chinese government continues to play a significant role in regulating industry deve

262、lopment byimposing industrial policies.The Chinese government also exercises significant control over Chinas economic growth through allocatingresources,controlling payment of foreign currency-denominated obligations,setting monetary policy,and providing preferential treatment toparticular industrie

263、s or companies.While the Chinese economy has experienced significant growth over the past decades,growth has been uneven,both geographically and amongvarious sectors of the economy.The Chinese government has implemented various measures to encourage economic growth and guide theallocation of resourc

264、es.Some of these measures may benefit the overall Chinese economy but may harm us.As of the date of this prospectus,we are not aware of other material restrictions and limitations on our ability to distribute earnings from ourbusinesses,including our subsidiaries,to the parent company and U.S.invest

265、ors or our ability to settle amounts owed,or on foreign exchange orour ability to transfer cash between entities within our group,across borders,or to U.S.investors.If we become directly subject to the scrutiny,criticism and negative publicity involving U.S.-listed Chinese companies,we may have toex

266、pend significant resources to investigate and resolve the matter which could harm our business operations,share price and reputation.21 As filed with the Securities and Exchange Commission on March 23,2023.U.S.public companies that have substantially all of their operations in China have been the su

267、bject of intense scrutiny,criticism,and negativepublicity by investors,financial commentators,and regulatory agencies,such as the SEC.Much of the scrutiny,criticism,and negative publicityhas centered on financial and accounting irregularities and mistakes,a lack of effective internal controls over f

268、inancial accounting,inadequatecorporate governance policies or a lack of adherence thereto and,in many cases,allegations of fraud.On December 7,2018,the SEC and thePCAOB issued a joint statement highlighting continued challenges faced by the U.S.regulators in their oversight of financial statement a

269、udits ofU.S.-listed companies with significant operations in China.On April 21,2020,SEC Chairman Jay Clayton and PCAOB Chairman William D.Duhnke III,along with other senior SEC staff,released a joint statement highlighting the risks associated with investing in companies based in orhave substantial

270、operations in emerging markets including China,reiterating past SEC and PCAOB statements on matters including the difficultyassociated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty ofbringing and enforcing SEC,Departm

271、ent of Justice and other U.S.,including in instances of fraud,in emerging markets generally.As a result ofthis scrutiny,criticism,and negative publicity,the publicly traded stock of many U.S.-listed Chinese companies sharply decreased in value and,insome cases,has become virtually worthless.Many of

272、these companies are now subject to shareholder lawsuits and SEC enforcement actions andare conducting internal and external investigations into the allegations.It is not clear what effect this sector-wide scrutiny,criticism and negativepublicity will have on us,our business,and our share price.In th

273、e event that we become the subject of any unfavorable allegations,whether suchallegations are proven to be true or untrue,we will have to expend significant resources to investigate such allegations and/or defend our company.This situation will be costly and time consuming and distract our managemen

274、t from developing our growth.In the event that such allegations arenot proven to be groundless,we and our business operations will be severely affected and you could sustain a significant decline in the value ofour share.Risks Related to the Offering and Our Ordinary Shares The initial public offeri

275、ng price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares after thisoffering.In addition,an active,liquid and orderly trading market for our Ordinary Shares may not develop or be maintained,and ourshare price may be volatile.Prior to the completion of this offe

276、ring,our Ordinary Shares were not traded on any market.Any active,liquid and orderly trading market for ourOrdinary Shares may not develop or be maintained after this offering.Active,liquid and orderly trading markets usually result in less pricevolatility and more efficiency in carrying out investo

277、rs purchase and sale orders.The market price of our Ordinary Shares could vary significantlyas a result of a number of factors,some of which are beyond our control.In the event of a drop in the market price of our Ordinary Shares,youcould lose a substantial part or all of your investment in our Ordi

278、nary Shares.The initial public offering price will be determined by us,based onnumerous factors and may not be indicative of the market price of our Ordinary Shares after this offering.Consequently,you may not be able tosell our Ordinary Shares at a price equal to or greater than the price paid by y

279、ou in this offering.The following factors could affect our share price:our operating and financial performance;quarterly variations in the rate of growth of our financial indicators,such as net income per share,net income and revenues;the public reaction to our press releases,our other public announ

280、cements and our filings with the SEC;strategic actions by our competitors;changes in revenue or earnings estimates,or changes in recommendations or withdrawal of research coverage,by equity research analysts;speculation in the press or investment community;the failure of research analysts to cover o

281、ur Ordinary Shares;sales of our Ordinary Shares by us or other shareholders,or the perception that such sales may occur;changes in accounting principles,policies,guidance,interpretations or standards;additions or departures of key management personnel;actions by our shareholders;domestic and interna

282、tional economic,legal and regulatory factors unrelated to our performance;and the realization of any risks described under this“Risk Factors”section.22 As filed with the Securities and Exchange Commission on March 23,2023.The stock markets in general have experienced extreme volatility that has ofte

283、n been unrelated to the operating performance of particularcompanies.These broad market fluctuations may adversely affect the trading price of our Ordinary Shares.Securities class action litigation hasoften been instituted against companies following periods of volatility in the overall market and i

284、n the market price of a companys securities.Such litigation,if instituted against us,could result in very substantial costs,diver our managements attention and resources and harm ourbusiness,operating results and financial condition.There may not be an active,liquid trading market for our Ordinary S

285、hares.Prior to the completion of this offering,there has been no public market for our Ordinary Shares.An active trading market for our Ordinary Sharesmay not develop or be sustained following this offering.You may not be able to sell your shares at the market price,if at all,if trading in ourshares

286、 is not active.The initial public offering price was determined by negotiations between us and our advisors based upon a number of factors.The initial public offering price may not be indicative of prices that will prevail in the trading market.Because we do not expect to pay dividends in the forese

287、eable future after this offering,you must rely on a price appreciation of theOrdinary Shares for a return on your investment.We currently intend to retain most,if not all,of our available funds and any future earnings after this offering to fund the development and growthof our business.As a result,

288、we do not expect to pay any cash dividends in the foreseeable future.Therefore,you should not rely on an investmentin the Ordinary Shares as a source for any future dividend income.A sale or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares to d

289、ecline.If our shareholders sell substantial amounts of our Ordinary Shares in the public market,the market price of our Ordinary Shares could fall.Moreover,the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our OrdinaryShares

290、.These sales also make it more difficult for us to sell equity-related securities in the future at a time and price that we deem reasonable orappropriate.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federal income taxpurposes for any tax

291、able year,which could subject United States holders of our Ordinary Shares to significant adverse United Statesfederal income tax consequences.A non-United States corporation will be a passive foreign investment company,or PFIC,for United States federal income tax purposes for anytaxable year if eit

292、her(i)at least 75%of its gross income for such taxable year is passive income or(ii)at least 50%of the value of its assets(basedon average of the quarterly values of the assets)during such year is attributable to assets that that produce or are held for the production of passiveincome.Based on the c

293、urrent and anticipated value of our assets and the composition of our income assets,we do not expect to be a PFIC forUnited States federal income tax purposes for our current taxable year ended December 31,2021 or in the foreseeable future.However,thedetermination of whether or not we are a PFIC acc

294、ording to the PFIC rules is made on an annual basis and depend on the composition of ourincome and assets and the value of our assets from time to time.Therefore,changes in the composition of our income or assets or value of ourassets may cause us to become a PFIC.The determination of the value of o

295、ur assets(including goodwill not reflected on our balance sheet)may bebased,in part,on the quarterly market value of Ordinary Shares,which is subject to change and may be volatile.The classification of certain of our income as active or passive,and certain of our assets as producing active or passiv

296、e income,and hence whetherwe are or will become a PFIC,depends on the interpretation of certain United States Treasury Regulations as well as certain IRS guidance relatingto the classification of assets as producing active or passive income.Such regulations guidance is potentially subject to differe

297、nt interpretations.Ifdue to different interpretations of such regulations and guidance the percentage of our passive income or the percentage of our assets treated asproducing passive income increases,we may be a PFIC in one of more taxable years.23 As filed with the Securities and Exchange Commissi

298、on on March 23,2023.If we are a PFIC for any taxable year during which a United States person holds Ordinary Shares,certain adverse United States federal income taxconsequences could apply to such United States person.For as long as we are an emerging growth company,we will not be required to comply

299、 with certain reporting requirements,includingthose relating to accounting standards and disclosure about our executive compensation,that apply to other public companies.We are classified as an“emerging growth company”under the JOBS Act.For as long as we are an emerging growth company,which may be u

300、p tofive full fiscal years,unlike other public companies,we will not be required to,among other things,(i)provide an auditors attestation report onmanagements assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b)of theSarbanes-Oxley Act

301、,(ii)comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement tothe auditors report in which the auditor would be required to provide additional information about the audit and the financial statements of theissuer,(iii)provide certain disclosure

302、regarding executive compensation required of larger public companies,or(iv)hold nonbinding advisoryvotes on executive compensation.We will remain an emerging growth company for up to five years,although we will lose that status sooner if wehave more than$1.235 billion of revenues in a fiscal year,ha

303、ve more than$700 million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1.0 billion of non-convertible debt over a three-year period.To the extent that we rely on any of the exemptions available to emerging growth companies,you will receive less information about ou

304、rexecutive compensation and internal control over financial reporting than issuers that are not emerging growth companies.If some investors findour Ordinary Shares to be less attractive as a result,there may be a less active trading market for our Ordinary Shares and our share price may bemore volat

305、ile.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financial statements orcomply with applicable regulations could be impaired.Pursuant to Section 404 of the Sarbanes-Oxley Act,we will be required to file a report by our management o

306、n our internal control over financialreporting,including an attention report on internal control over financial reporting issued by our independent registered public accounting firm.However,while we remain an emerging growth company,we will not be required to include an attestation report on interna

307、l control over financialreporting issued by our independent registered public accounting firm.The presence of material weakness in internal control over financialreporting could result in financial statement errors,which,in turn,could lead to error our financial reports and/or delays in our financia

308、l reporting,which could require us to restate our operating results.We might not identify one or more material weaknesses in our internal controls inconnection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act.In order to maintain and improve the effectiveness of ourdisclosur

309、e controls and procedures and internal controls over financial reporting.We will need to expend significant resources and providesignificant management oversight.Implementing any appropriate changes to our internal controls may require specific compliance training of ourdirectors and employees,entai

310、l substantial costs in order to modify our existing accounting systems,take a significant period of time to completeand divert managements attention from other business concerns.These changes may not,however,be effective in maintaining the adequacy ofour internal control.If we are unable to conclude

311、 that we have effective internal controls over financial reporting,investors may lose confidence in our operatingresults,the price of the Ordinary Shares could decline and we may be subject to litigation or regulatory enforcement actions.In addition,if we areunable to meet the requirements of Sectio

312、n 404 of the Sarbanes-Oxley Act,the Ordinary Shares may not be able to remain listed on the exchange.24 As filed with the Securities and Exchange Commission on March 23,2023.As a foreign private issuer,we are not subject to certain U.S.securities law disclosure requirements that apply to a domestic

313、U.S.issuer,which may limit the information publicly available to our shareholders.As a foreign private issuer,we are not required to comply with all of the periodic disclosure and current reporting requirements of the ExchangeAct and therefore there may be less publicly available information about u

314、s than if we were a U.S.domestic issuer.For example,we are notsubject to the proxy rules in the United States and disclosure with respect to our annual general meetings will be governed by Englandrequirements.In addition,our officers,directors and principal shareholders are exempt from the reporting

315、 and“short-swing”profit recoveryprovisions of Section 16 of the Exchange Act and the rules thereunder.Therefore,our shareholders may not know on a timely basis when ourofficers,directors and principal shareholders purchase or sell our Ordinary Shares.As a foreign private issuer,we are permitted to a

316、dopt certain home country practices in relation to corporate governance matters thatdiffer significantly from the Nasdaq listing standards.These practices may afford less protection to shareholders than they would enjoy ifwe complied fully with corporate governance listing standards.As a foreign pri

317、vate issuer,we are permitted to take advantage of certain provisions in the Nasdaq listing standards that allow us to follow Englandlaw for certain governance matters.Certain corporate governance practices in the England may differ significantly from corporate governancelisting standards as,except f

318、or general fiduciary duties and duties of care,England law has no corporate governance regime which prescribesspecific corporate governance standards.Currently,we do not intend to rely on home country practice with respect to our corporate governanceafter we complete with this offering.However,if we

319、 choose to follow home country practice in the future,our shareholders may be afforded lessprotection than they otherwise would have under corporate governance listing standards applicable to U.S.domestic issuers.You may face difficulties in protecting your interests,and your ability to protect your

320、 rights through U.S.courts may be limited,becausewe are incorporated under England law.We are an exempted company incorporated under the laws of the England.Our corporate affairs are governed by our memorandum and articles ofassociation,the Companies Act(Revised)of the England and the common law of

321、the England.The rights of shareholders to take action against thedirectors,actions by minority shareholders and the fiduciary duties of our directors to us under England law are to a large extent governed by thecommon law of the England.The common law of the England is derived in part from comparati

322、vely limited judicial precedent in the England aswell as from the common law of England,the decisions of whose courts are of persuasive authority,but are not binding,on a court in the England.The rights of our shareholders and the fiduciary duties of our directors under England law are not as clearl

323、y established as they would be understatutes or judicial precedent in some jurisdictions in the United States.In particular,the England has a less developed body of securities laws thanthe United States.Some U.S.states,such as Delaware,have more fully developed and judicially interpreted bodies of c

324、orporate law than theEngland.In addition,England companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.We are an exempted company incorporated under the laws of the England.Shareholders of England exempted companies have no general rights

325、under England law to inspect corporate records or to obtain copies of lists of shareholders of these companies.This may make it more difficult foryou to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders inconnection

326、with a proxy contest.Certain corporate governance practices in the England,which is our home country,differ significantly from requirements for companiesincorporated in other jurisdictions such as the United States.To the extent we choose to follow home country practice with respect to corporategove

327、rnance matters,our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S.domestic issuers.25 As filed with the Securities and Exchange Commission on March 23,2023.As a result of all of the above,our public shareholders may have more diff

328、iculty in protecting their interests in the face of actions taken bymanagement,members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated inthe United States.Certain judgments obtained against us by our shareholders may not be enfor

329、ceable.We are a England company and substantially all of our assets are located outside of the United States.In addition,substantially all of our currentdirectors and officers are nationals and/or residents of countries other than the United States.All or a substantial portion of the assets of these

330、persons are located outside the United States.As a result,it may be difficult or impossible for you to bring an action against us or against theseindividuals in the United States in the event that you believe that your rights have been infringed under the U.S.federal securities laws orotherwise.Even

331、 if you are successful in bringing an action of this kind,the laws of the England may render you unable to enforce a judgmentagainst our assets or the assets of our directors and officers.Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to

332、 have a small publicoffering and insiders will hold a large portion of the companys listed securities.Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq andNasdaq may use such discretion to deny initial listing,a

333、pply additional or more stringent criteria for the initial or continued listing of particularsecurities,or suspend or delist particular securities based on any event,condition,or circumstance that exists or occurs that makes initial orcontinued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq,even though the securities meet all enumeratedcriteria for initial