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1、2025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htm1/8F-1/A 1 ea0202977-13.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 16,2025Registratio

2、nNo.333-285657UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.3TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_ANEW HEALTH LIMITED(Exact name of registrant as specified in its charter)_Cayman Islands 8000 Not Applicable(State or otherjurisdiction ofin

3、corporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Unit 2301-05,23/F,Tower 5,The GatewayHarbour City,15 Canton RoadTsim Sha Tsui,Kowloon,HongKongTel:+8523845 5012(Address,includingzipcode,andtelephonenumber,includingareacode,ofregist

4、rantsprincipale_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yuning“Grace”Bai,Esq.Ortoli Rosenstadt LLP366 Madi

5、son Avenue,3rd FloorNew York,NY 10017Telephone:+1 212-588-0022 Mark E.Crone,Esq.Liang Shih,Esq.Ronniel Levy,Esq.The Crone Law Group,P.C.420 Lexington Avenue,Suite 2446New York,NY 10170Telephone:+1 646-861-7891_Approximate date of commencement of proposed sale to public:As soon as practicable after t

6、he effective date ofthis Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant toRule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to R

7、ule462(b)under theSecurities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing b

8、ox and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement

9、number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of theSecurities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in acco

10、rdance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”re

11、fers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delayits effective date until the registrant shall file a further amen

12、dment which specifically states that thisregistration statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effective on such date as theU.S.Securities and Exchange Commission,acting pursuant t

13、o such Section8(a),may determine.2025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htm2/8Explanatory NoteThis Amendment No.3 to the Registration Statement on Form F-1(File No.333-285657

14、)of ANEW HEALTH LIMITED is being filed solely for the purpose of re-filing Exhibit15.1 and 23.1.Accordingly,this Amendment No.3 consists only of the cover page,this explanatory note,Part II of the Registration Statement,the signature pages tothe Registration Statement and the filed exhibits.This Ame

15、ndment No.3 does notmodify any provision of the preliminary prospectus contained in Part I of to theRegistration Statement.Accordingly,the preliminary prospectus has been omitted.2025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/d

16、ata/2019042/000121390025044712/ea0202977-13.htm3/8PARTIIINFORMATION NOT REQUIRED IN THE PROSPECTUSItem6.Indemnification of Directors and OfficersUnder Cayman Islands law,each of our directors and officers,in performing his orher functions,is required to act honestly and in good faith with a view to

17、our bestinterests and exercise the care,diligence and skill that a reasonably prudent personwould exercise in comparable circumstances.Our Second Amended and RestatedMemorandum and Articles of Association will provide that,to the fullest extentpermitted by Cayman Islands law or any other applicable

18、laws,our directors will notbe personally liable to us or our shareholders for any acts or omissions in theperformance of their fiduciary duties.Such limitation of liability does not affectthe availability of equitable remedies such as injunctive relief or rescission.Theseprovisions will not limit th

19、e liability of directors under United States federalsecurities laws.Our Second Amended and Restated Memorandum and Articles of Association will providethat we shall indemnify any of our directors or anyone serving at our request as adirector of another entity against all expenses,including legal fee

20、s,and againstall judgments,fines and amounts paid in settlement and reasonably incurred inconnection with legal,administrative or investigative proceedings or suits.We maypay any expenses,including legal fees,incurred by any such person in defending anylegal,administrative or investigative proceedin

21、gs in advance of the finaldisposition of the proceedings.If a person to be indemnified has been successful indefense of any proceedings referred to above,the director is entitled to beindemnified against all expenses,including legal fees,and against all judgments,fines and amounts paid in settlement

22、 and reasonably incurred by the director orofficer in connection with the proceedings.We may purchase and maintain insurance in relation to any of our directors orofficers against any liability asserted against the directors or officers andincurred by the directors or officers in that capacity,wheth

23、er or not we have orwould have had the power to indemnify the directors or officers against the liabilityas will be provided in our Second Amended and Restated Memorandum and Articles ofAssociation.Insofar as indemnification for liabilities arising under the Securities Act may bepermitted to our dir

24、ectors,officers or controlling persons pursuant to the foregoingprovisions,we have been informed that in the opinion of the SEC,suchindemnification is against public policy as expressed in the Securities Act and istherefore unenforceable as a matter of United States law.Item7.Recent Sales of Unregis

25、tered SecuritiesDuring the past three years,we have issued the following securities.We believe thateach of the following issuances was exempt from registration under the Securities Actpursuant to Section 4(2)of the Securities Act regarding transactions not involving apublic offering or in reliance o

26、n Regulation S or Rule 701 under the Securities Actregarding sales by an issuer in offshore transactions.No underwriters were involvedin these issuances of securities.ANEW Health Limited was incorporated on January 17,2024.In connection with theincorporation,on January 17,2024,ANEW Health Limited is

27、sued one ordinary share toHarneys Fiduciary(Cayman)Limited,which was transferred to AW Ocean Limited onJanuary 25,2024 for nominal consideration.On January 25,2024,ANEW Health Limitedissued 9,999 Ordinary Shares for consideration of USD 0.999 to AW Ocean Limited.On February 28,2025,ANEW Health Limit

28、ed effectuated a share split of its issued andoutstanding shares at a ratio of five thousand(5,000)for one(1)(the“ShareSplit”).Subsequent to the Share Split,the authorized share capital of ANEW HealthLimited became US$50,000 divided into 2,500,000,000,000 Ordinary Shares with a parvalue of US$0.0000

29、0002 each,and so that there are 50,000,000 Ordinary Shares issuedand outstanding post-Share Split,which all are held by AW Ocean Limited.From aCayman Islands legal perspective,the Share Split does not have any retroactiveeffect on our shares prior to the effective date.However,references to our Ordi

30、naryShares in this prospectus are presented on a post-Share Split basis,or as havingbeen retroactively adjusted and restated to give effect to the Share Split,as if theShare Split had occurred by the relevant earlier date.II-12025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea02

31、02977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htm4/8Item8.Exhibits and Financial Statement Schedule(a)Exhibits.ExhibitNo.Description1.1 Form of Underwriting Agreement3.1 Second Amended and Restated Memorandum and Articles of Association5.1 Opinion of Harn

32、ey Westwood&Riegels regarding the validity of theordinary shares being registered and certain Cayman Islands tax matters10.1 Employment Agreement by and between Ka Wai Victor,MO and theRegistrant,dated as of May21,202410.2 Employment Agreement by and between Sum Lok,CHEUNG and the Registrant,dated a

33、s of May21,202410.3 Employment Agreement by and between Chin Wan,YEUNG and the Registrant,dated as of May21,202410.4 Lease Agreement for 36/F,Soundwill Plaza,38 Russel Street,CausewayBay,Hong Kong,dated January4,202410.5 Lease Agreement for 22/F,Grand Central Plaza,138 Sha Tin RuralCommittee Road,Sh

34、atin,HongKong,dated June 29,202210.6 Lease Agreement for Units 711,Mira Place Tower A,132 Nathan Road,TsimSha Tsui,HongKong,dated August 8,202310.7 Lease Agreement for Units 712,Mira Place Tower A,132 Nathan Road,TsimSha Tsui,HongKong,dated August 8,202310.8 Lease Agreement for Units 1907,Mira Place

35、 Tower A,132 Nathan Road,Tsim Sha Tsui,HongKong,dated August 8,202310.9 Lease Agreement for Unit 2301-05,23/F,Tower 5,The Gateway HarbourCity,15 Canton Road Tsim Sha Tsui,Kowloon,Hong Kong,dated March 15,202310.10 Form of the Independent Non-Executive Director Offer Letter14.1 Code of Business Condu

36、ct and Ethics of the Registrant14.2 Clawback Policy of the Registrant14.3 Insider Trading Policy of the Registrant15.1*Letter In Lieu Of Consent For Review Report From WWC,P.C.,anIndependent Registered Public Accounting Firm21.1 List of Subsidiaries23.1*Consent of WWC,P.C.23.2 Consent ofHarney Westw

37、ood&Riegels,Cayman Islands Counsel to theRegistrant(included in Exhibit 5.1)23.3 Consent of Stevenson,Wong&Co.,HongKong Counsel to the Registrant(included inExhibit99.7)23.4 Consent of Guangdong Wesley Law Firm23.5 Consent of Migo Corporation Limited99.1 Audit Committee Charter99.2 Compensation Comm

38、ittee Charter99.3 Nominating Committee Charter99.4 Consent of Anthony S.,CHAN,Independent Director Nominee99.5 Consent of Pak Lun Patrick,AU,Independent Director Nominee99.6 Consent of Wing Ho Simon,MOK,Independent Director Nominee99.7 Opinion of Stevenson,Wong&Co.regarding certain HongKong law andt

39、ax matters99.8 Request for Waiver and Representation under Item 8.A.4 of Form 20-F107 Filing Fee Table_*Filed hereinPreviously filedII-22025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13

40、.htm5/8Item9.Undertakings.(a)The undersigned registrant hereby undertakes:(1)To file,during any period in which offers or sales are being made,apost-effective amendment to this registration statement:(i)To include any prospectus required by Section 10(a)(3)of theSecurities Actof1933;(ii)To reflect i

41、n the prospectus any facts or events arising after theeffective date of this registration statement(or the most recentpost-effective amendment hereof)which,individually or in theaggregate,represent a fundamental change in the information setforth in this registration statement.Notwithstanding thefor

42、egoing,any increase or decrease in volume of securities offered(if the total dollar value of securities offered would not exceedthat which was registered)and any deviation from the low or highend of the estimated firm commitment offering range may bereflected in the form of prospectus filed with the

43、 Securities andExchange Commission pursuant to Rule424(b)if,in the aggregate,the changes in volume and price represent no more than a 20%changein the maximum aggregate offering price set forth in the“Calculation of Registration Fee”table in the effectiveregistration statement;and(iii)To include any

44、material information with respect to the plan ofdistribution not previously disclosed in this registrationstatement or any material change to such information in thisregistration statement;(2)That,for the purpose of determining any liability under the SecuritiesActof1933,each such post-effective ame

45、ndment shall be deemed to bea new registration statement relating to the securities offered therein,and the offering of such securities at that time shall be deemed to bethe initial bona fide offering thereof.(3)To remove from registration by means of a post-effective amendment anyof the securities

46、being registered which remain unsold at thetermination of the offering.(4)That,for the purpose of determining liability under the SecuritiesActof1933 to any purchaser:(i)If the Registrant is relying on Rule 430B(230.430B of thischapter):(A)Each prospectus filed by the registrant pursuant toRule424(b

47、)(3)shall be deemed to be part of the registrationstatement as of the date the filed prospectus was deemed partof and included in the registration statement;and(B)Each prospectus required to be filed pursuant to Rule424(b)(2),(b)(5),or(b)(7)as part of a registration statement inreliance on Rule430B

48、relating to an offering made pursuant toRule415(a)(1)(i),(vii),or(x)for the purpose of providingthe information required by section 10(a)of the SecuritiesActof1933 shall be deemed to be part of and included in theregistration statement as of the earlier of the date such formof prospectus is first us

49、ed after effectiveness or the date ofthe first contract of sale of securities in the offeringdescribed in the prospectus.As provided in Rule 430B,forliability purposes of the issuer and any person that is atthat date an underwriter,such date shall be deemed to be anew effective date of the registrat

50、ion statement relating tothe securities in the registration statement to which thatprospectus relates,and the offering of such securities atthat time shall be deemed to be the initial bona fide offeringthereof.Provided,however,that no statement made in aregistration statement or prospectus that is p

51、art of theregistration statement or made in a document incorporated ordeemed incorporated by reference into the registrationstatement or prospectus that is part of the registrationstatement will,as to a purchaser with a time of contract ofsale prior to such effective date,supersede or modify anystat

52、ement that was made in the registration statement orprospectus that was part of the registration statement or madein any such document immediately prior to such effectivedate;or(ii)If the Registrant is subject to Rule430C,each prospectus filedpursuant to Rule 424(b)as part of a registration statemen

53、trelating to an offering,other than registration statements relyingon Rule 430B or other than prospectuses filed in reliance onRule430A,shall be deemed to beII-32025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121

54、390025044712/ea0202977-13.htm6/8part of and included in the registration statement as of the dateit is first used after effectiveness.Provided,however,that nostatement made in a registration statement or prospectus that ispart of the registration statement or made in a documentincorporated or deemed

55、 incorporated by reference into theregistration statement or prospectus that is part of theregistration statement will,as to a purchaser with a time ofcontract of sale prior to such first use,supersede or modify anystatement that was made in the registration statement or prospectusthat was part of t

56、he registration statement or made in any suchdocument immediately prior to such date of first use.(5)That,for the purpose of determining liability of the Registrant underthe Securities Act of 1933 to any purchaser in the initialdistribution of the securities,the undersigned Registrant undertakesthat

57、 in a primary offering of securities of the undersigned registrantpursuant to this registration statement,regardless of the underwritingmethod used to sell the securities to the purchaser,if the securitiesare offered or sold to such purchaser by means of any of the followingcommunications,the unders

58、igned registrant will be a seller to thepurchaser and will be considered to offer or sell such securities tosuch purchaser:(i)Any preliminary prospectus or prospectus of the undersignedRegistrant relating to the offering required to be filed pursuantto Rule424;(ii)Any free writing prospectus relatin

59、g to the offering prepared byor on behalf of the undersigned Registrant or used or referred toby the undersigned Registrant;(iii)The portion of any other free writing prospectus relating to theoffering containing material information about the undersignedRegistrant or its securities provided by or o

60、n behalf of theundersigned registrant;and(iv)Any other communication that is an offer in the offering made bythe undersigned registrant to the purchaser(6)To file a post-effective amendment to the registration statement toinclude any financial statements required by item 8.A.of Form20-F atthe start

61、of any delayed offering or throughout a continuous offering.Financial statements and information otherwise required bySection10(a)(3)of the Act need not be furnished,provided,that theRegistrant includes in the prospectus,by means of a post-effectiveamendment,financial statements required pursuant to

62、 this paragraph(a)(4)and other information necessary to ensure that all otherinformation in the prospectus is at least as current as the date ofthose financial statements.(7)For purposes of determining any liability under the SecuritiesActof1933,the information omitted from the form of prospectus fi

63、ledas part of this registration statement in reliance upon Rule430A andcontained in a form of prospectus filed by the registrant underRule424(b)(1)or(4)or 497(h)under the Securities Act shall bedeemed to be part of this registration statement as of the time it wasdeclared effective.(8)For the purpos

64、e of determining any liability under the SecuritiesAct of 1933,each post-effective amendment that contains a form ofprospectus shall be deemed to be a new registration statement relatingto the securities offered therein,and the offering of such securitiesat that time shall be deemed to be the initia

65、l bona fide offeringthereof.(b)Insofar as indemnification for liabilities arising under the SecuritiesAct of 1933 may be permitted to directors,officers and controllingpersons of the Registrant pursuant to the foregoing provisions,theRegistrant has been advised that in the opinion of the Securities

66、andExchange Commission such indemnification is against public policy asexpressed in the Act and is,therefore,unenforceable.In the event that aclaim for indemnification against such liabilities(other than the paymentby the Registrant of expenses incurred or paid by a director,officer orcontrolling pe

67、rson of the Registrant in the successful defense of anyaction,suit or proceeding)is asserted by such director,officer orcontrolling person in connection with the securities being registered,theRegistrant will,unless in the opinion of its counsel the matter has beensettled by controlling precedent,su

68、bmit to a court of appropriatejurisdiction the question whether such indemnification by it is againstpublic policy as expressed in such Act and will be governed by the finaladjudication of such issue.II-42025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www

69、.sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htm7/8SIGNATURESPursuant to the requirements of the Securities Actof1933,the registrant certifiesthat it has reasonable grounds to believe that it meets all of the requirements forfiling on FormF-1 and has duly caused this registra

70、tion statement to be signed onits behalf by the undersigned,thereunto duly authorized,in HongKong on May 16,2025.ANEW HEALTH LIMITED By:/s/Ka Wai Victor,MO Name:Ka Wai Victor,MO Title:ChiefExecutiveOfficerandDirector (Principal Executive Officer)Pursuant to the requirements of the Securities Act of

71、1933,this registrationstatement has been signed by the following persons in the capacities and on the datesindicated.Name Title Date/s/Ka Wai Victor,MO Chief Executive Officer,Director,andChairman of the Board May 16,2025Ka Wai Victor,MO(Principal Executive Officer)/s/Sum Lok,CHEUNG Chief Operating

72、Officer and Director May 16,2025Sum Lok,CHEUNG /s/Chin Wan,YEUNG Chief Financial Officer May 16,2025Chin Wan,YEUNG(Principal Financial and AccountingOfficer)II-52025/5/18 10:43sec.gov/Archives/edgar/data/2019042/000121390025044712/ea0202977-13.htmhttps:/www.sec.gov/Archives/edgar/data/2019042/000121

73、390025044712/ea0202977-13.htm8/8SIGNATURE OF AUTHORIZED AGENT IN THE UNITED STATESPursuant to the Securities Act of 1933 as amended,the undersigned,the dulyauthorized agent in the United States of America,has signed this registrationstatement thereto in New York,NY on May 16,2025.Cogency Global Inc.By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice-President on behalfof Cogency Global Inc.II-6