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1、2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm1/168As filed with the Securities and Exchange Commission on May 20,2025Registration No.333-285629 UNITED STATESSE

2、CURITIES AND EXCHANGE COMMISSIONWashington,DC 20549 Amendment No.2Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWGENIVF GROUP LIMITED(Exact name of registrant as specified in its charter)British Virgin Islands 8090 Not Applicable(State or other jurisdiction ofincorporation or or

3、ganization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Wing Fung Alfred SiuChief Executive Officer36/39-36/40,13th Floor,PS TowerSukhumvit 21 Road(Asoke)Khlong Toei Nuea Sub-districtWatthana District,Bangkok 10110ThailandTel:+1(212)537-4406(Address,inc

4、luding zip code,and telephone number,including area code,of registrants principal executive offices)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,of agent for service)Copies to:Steve LinHan Ku

5、n Law Offices LLPRooms 4301-10,43/F.,Gloucester TowerThe Landmark15,Queens Road CentralHong Kong+852 2820 5600 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date hereof.If any of the securities being registered on this form are to be offer

6、ed on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct,check the following box.If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box andlist the Securities Act registration statement n

7、umber of the earlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statemen

8、t for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(d)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.Indicate by check mark wheth

9、er the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If 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 tr

10、ansition period for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall fi

11、le a further amendment which specifically states that this registration statement shall thereafter become effective in2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen

12、.htm2/168accordance with Section 8(a)of the Securities Act or until the Registration Statement shall become effective on such date as theCommission,acting pursuant to said Section 8(a),may determine.2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:

13、/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm3/168 The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.This prospe

14、ctus is not an offer to sell these securities and is not soliciting anoffer to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 20,2025 22,027,500 Class A Ordinary Shares NewGenIvf Group Limited This prospectus relates to

15、 the resale by the selling securityholders identified in this prospectus(“Selling Securityholders”)of up to22,027,500 Class A Ordinary Shares,no par value per share(“Class A Ordinary Shares”),consisting of(i)12,500 Class A Ordinary Shares issuedto Genetics&IVF Institute,Inc.(“GIVF”)in connection wit

16、h the Purchase Agreement dated as of January 21,2025,by and between the Companyand GIVF(“MicroSort Purchase Agreement”);and(ii)15,000 Class A Ordinary Shares issued to A SPAC Holdings Group Corp.(“ASPAC”)inconnection with a consulting services agreement dated as of February 24,2025,by and between th

17、e Company and ASPAC(“ASPAC Agreement”);(iii)an additional 12,000,000 Class A Ordinary Shares issuable to JAK Opportunities VI LLC upon the conversion of(a)the Remaining AdditionalNotes(as defined below),(b)the senior convertible notes exchanged on August 8,2024(“Exchange Notes”),(c)the exercise of S

18、eries A warrantsto purchase Class A Ordinary Shares(the“Series A Warrants”),(d)the exercise of Series B warrants to purchase Class A Ordinary Shares(the“Series B Warrants”),(e)the exercise of Series C warrants to purchase Class A Ordinary Shares(the“Exchange Warrants”and together with theSeries A Wa

19、rrants and the Series B Warrants,the“Warrants”),and(f)the New CB Initial Note(as defined below);and(iv)10,000,000 Class AOrdinary Shares issuable by the Company to White Lion Capital,LLC(“White Lion”)in connection with the Common Stock Purchase Agreementdated as of November 21,2024,by and between th

20、e Company and White Lion(the“White Lion Purchase Agreement”)(the“Resale Shares”).TheResale Shares were issued in private placements to certain Selling Securityholders,see“Item 7.Recent Sales of Unregistered Securities”on pageII-1 of this prospectus.We are registering the offer and resale of the Resa

21、le Shares to satisfy certain registration rights we have granted.The Resale Shares will beresold from time to time by the Selling Securityholders listed in the section titled“Selling Securityholders”beginning on page 91.The Resale Shares represent more than the number of our outstanding Class A Ordi

22、nary Shares,and the sales of the Resale Shares,or theperception that those sales might occur,could depress the market price of our Class A Ordinary Shares and could impair our ability to raise capitalthrough the sale of additional equity securities.Our registration of the securities covered by this

23、prospectus does not mean that the Selling Securityholders will offer or sell thesesecurities.The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions inamounts,at prices and on terms determined at the time of offering.The

24、 Selling Securityholders may offer and sell these securities directly topurchasers,through agents in ordinary brokerage transactions,in underwritten offerings,directly to market makers of our shares or through anyother means described in the section entitled“Plan of Distribution”herein.In connection

25、 with any sales of securities offered hereunder,anyunderwriters,agents,brokers or dealers participating in such sales may be deemed to be“underwriters”within the meaning of the Securities Act of1933,as amended,or the“Securities Act.”White Lion is an“underwriter”within the meaning of Section 2(a)(11)

26、of the Securities Act.The actual number of Class A Ordinary Shares issuable to White Lion will vary depending on the then-current market price of Class AOrdinary Shares sold or issuable to White Lion under the White Lion Purchase Agreement and are subject to the further limitations set forth in theW

27、hite Lion Purchase Agreement.2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm4/168 We are not selling any securities under this prospectus and will not receive an

28、y of the proceeds from the sale of the Resale Shares by theSelling Securityholders.However,we may receive gross proceeds of up to$500 million from the sale of our Class A Ordinary Shares to WhiteLion pursuant to the White Lion Purchase Agreement.The actual proceeds from White Lion may be less than t

29、his amount,depending on thenumber of Class A Ordinary Shares sold and the price at which the Class A Ordinary Shares are sold.In addition,we may receive proceeds fromthe conversion of the Additional Notes,Exchange Notes,Warrants,New CB Initial Note which proceeds will be used for working capital and

30、 othergeneral corporate purposes.The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of the ResaleShares.We will pay the expenses(except brokerage fees and commissions and similar expenses)incurred in registering the Resale Shares,in

31、cluding legal and accounting fees.See“Plan of Distribution.”Our Class A Ordinary Shares currently trade on The Nasdaq Capital Market under the symbol“NIVF.”The last reported closing price ofour Class A Ordinary Shares on May 16,2025 was$2.95.We qualify as a“foreign private issuer,”as defined in Rule

32、 405 under the U.S.Securities Act of 1933,as amended,or the Securities Act,and are a“controlled company”as defined under the Listing Rules of The Nasdaq Stock Market LLC(“Nasdaq”or the“Exchange”),thus we areeligible for reduced public company reporting requirements,and are permitted to rely on certa

33、in exemptions from Nasdaq corporate governancerules.NewGenIvf Group Limited(“NewGenIvf,”“Company,”“our,”“we,”or“us”)is a British Virgin Islands holding company with ouroperations conducted through our subsidiaries in the Cayman Islands(our wholly-owned subsidiary,NewGenIvf Limited)and in Asia(Hong K

34、ong,Thailand,Kyrgyzstan,and the Kingdom of Cambodia).Under this holding company structure,investors are purchasing equity interests inNewGenIvf,a British Virgin Islands holding company,and obtaining indirect ownership interests in our Cayman Islands and Asian operatingsubsidiaries.Substantially all

35、of NewGenIvfs operations and assets are based in Thailand,Cambodia and Kyrgyzstan.As a result,its businessesand operations are subject to the changing economic conditions prevailing from time to time in such countries.On December 11,2024,NewGenIvf announced its entry into a binding term sheet with E

36、uropean Wellness Investment Holdings Limited(“EWIHL”)for a reverse merger,in which EWIHL would,on completion,hold approximately 61.6%of NewGenIvfs equity(the“EWIHLProposed Transaction).The completion of the EWIHL Proposed Transaction is subject to,among other matters,the completion of due diligence,

37、the delivery of draft audited financials for the years ended 2023 and 2024(the“Draft Financials”)of EWIHL by March 31,2025,and thenegotiation of a definitive agreement.On March 31,2025,NewGenIvf terminated the term sheet for the EWIHL Proposed Transaction as EWIHLhad failed to produce certain draft

38、audited financials,which were specifically required in the term sheet.On November 21,2024,the Company received a notice from the Staff of Nasdaq notifying the Company that its securities are subject todelisting due to the MVPHS Deficiency and MLVS Deficiency.The Company requested a hearing to appeal

39、 the delisting determination before theNasdaq Hearings Panel(the“Panel”)on November 27,2024.On November 29,2024,the Company received a formal notice from Nasdaq that thePanel will consider its appeal at an oral hearing on January 28,2025(the“Hearing”).On February 19,2025,the Company received written

40、decision from the Panel,which granted an extension,allowing the Company additional time to regain compliance with the Nasdaq Stock Marketscontinued listing requirements,subject to meeting specific compliance criteria within designated timeframes.As of the date of this prospectus,inaccordance with th

41、e Panels extension,the Company has already made progress on its compliance plan,including carrying out a 1-for-20 reversestock split of its issued and unissued shares which was effected on February 11,2025.The effect of the reverse stock split was to consolidate every20 issued and unissued share int

42、o one share.On February 27,2025,the Company received a notification letter from Nasdaq,indicating that theclosing bid price of the Companys securities had been at$1.00 per share or greater for 10 consecutive business days from February 11,2025 toFebruary 26,2025,and the Company had regained complian

43、ce with the minimum bid price rule.In addition,on February 27,2025,the Companyreceived a confirmation from Nasdaq that its application to transfer its listing to the Nasdaq Capital Market had been approved and that theCompanys securities would be transferred to the Nasdaq Capital Market at the openi

44、ng of business on February 28,2025.Investing in our Class A Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”starting on page 25 to read about the factors you should consider before buying the Ordinary Shares.Neither the Securities a

45、nd Exchange Commission,or the SEC,nor any state or other foreign securities commission has approvednor disapproved these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.The date of this prospectus is ,2025 2025/5/21 15:40sec

46、.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm5/168 TABLE OF CONTENTS PageAbout this ProspectusiiiGlossary of Defined TermsiiiProspectus Summary1Risk Factors25Cautionary Note Reg

47、arding Forward-Looking Statements52Management53Related Party Transactions 59Listing Details60Use of Proceeds60Dividend Policy60Managements Discussion and Analysis of Financial Condition and Results of Operations61Business76Selling Securityholders91Plan of Distribution93Description of Share Capital95

48、Taxation98Legal Matters104Experts104Expenses104Enforceability of Civil Liabilities105Where You Can Find Additional Information106 i2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea024267

49、9-f1a2_newgen.htm6/168 You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf ofus or to which we have referred you.Neither we nor the Selling Securityholder have authorized anyone to provide you with differentinformation.Neither

50、 we nor the Selling Securityholder are making an offer of these securities in any jurisdiction where the offer is notpermitted.You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of anydate other than the date of the applicable documen

51、t.Since the date of this prospectus,our business,financial condition,results ofoperations and prospects may have changed.For investors outside of the United States:Neither we nor the Selling Securityholder have done anything that would permit this offering orpossession or distribution of this prospe

52、ctus in any jurisdiction where action for that purpose is required,other than in the United States.You arerequired to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.In this prospectus,“we,”“us,”“our”and the“Company”refer to N

53、ewGenIvf Group Limited and its wholly owned subsidiary,NewGenIvfLimited,a Cayman Islands company.Our reporting currency is the U.S.dollar.Unless otherwise expressly stated or the context otherwise requires,references in this prospectusto“dollars”or“$”are to U.S.dollars.This prospectus includes stati

54、stical,market and industry data and forecasts which we obtained from publicly available information andindependent industry publications and reports that we believe to be reliable sources.These publicly available industry publications and reportsgenerally state that they obtain their information fro

55、m sources that they believe to be reliable,but they do not guarantee the accuracy orcompleteness of the information.Although we believe that these sources are reliable,we have not independently verified the information containedin such publications.Our consolidated financial statements are prepared

56、and presented in accordance with accounting principles generally accepted in theUnited States of America,or U.S.GAAP.The number of Class A Ordinary Shares and Class B Ordinary Shares currently issued and outstanding was 750,840 as of May 19,2025.No new shares are being issued by the Company pursuant

57、 to this offering.ii2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm7/168 ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling

58、Securityholders identified in this prospectus may offer from time totime up to 22,027,500 Class A Ordinary Shares through any means described in the section entitled“Plan of Distribution.”You should rely only onthe information contained in this prospectus and the related exhibits,any prospectus supp

59、lement or amendment thereto and the documentsincorporated by reference,or to which we have referred you,before making your investment decision.Neither we nor the Selling Securityholdershave authorized anyone to provide you with different information.If anyone provides you with different or inconsist

60、ent information,you shouldnot rely on it.This prospectus,any prospectus supplement or amendments thereto do not constitute an offer to sell,or a solicitation of an offer topurchase,the Resale Shares offered by this prospectus,any prospectus supplement or amendments thereto in any jurisdiction to or

61、from any personto whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction.You should not assume that the informationcontained in this prospectus,any prospectus supplement or amendments thereto,as well as information we have previously filed with the U.S.S

62、ecurities and Exchange Commission(the“SEC”),is accurate as of any date other than the date on the front cover of the applicable document.Theinformation contained in this prospectus is current only as of the date on the front cover of the prospectus.Our business,financial condition,resultsof operatio

63、ns,and prospects may have changed since that date.If necessary,the specific manner in which the Class A Ordinary Shares may be offered and sold will be described in a supplement to thisprospectus,which supplement may also add,update or change any of the information contained in this prospectus.To th

64、e extent there is a conflictbetween the information contained in this prospectus and the prospectus supplement,you should rely on the information in the prospectussupplement,provided that if any statement in one of these documents is inconsistent with a statement in another document having a later d

65、ateforexample,any prospectus supplementthe statement in the document having the later date modifies or supersedes the earlier statement.GLOSSARY OF DEFINED TERMS In this prospectus,unless otherwise indicated or the context otherwise requires,references to:“ASCA”means A SPAC I Acquisition Corp.,a Bri

66、tish Virgin Islands business company.“A SPAC I Mini Acquisition Corp.”means A SPAC I Mini Acquisition Corp.,a British Virgin Islands business company.“Business Combination”means the transactions contemplated by the Merger Agreement,pursuant to which(i)ASCA reincorporated tothe British Virgin Islands

67、 by merging with and into the Company;and(ii)Merger Sub merged with and into Legacy NewGenIvf,resulting inLegacy NewGenIvf being a wholly-owned subsidiary of the Company.“BVI”means British Virgin Islands.“BVI Act”means BVI Business Companies Act(As Revised).“Class A Ordinary Share”means Class A ordi

68、nary shares of the Company,no par value per share.“Class B Ordinary Share”means(x)the Companys Class B ordinary shares with no par value per share,and(y)any shares into whichsuch ordinary shares shall have been changed or any shares resulting from a reclassification of such ordinary shares.iii2025/5

69、/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm8/168 “Closing”means the consummation of the Business Combination,which occurred on April 3,2024.“Company”means NewGenIv

70、f Group Limited,a British Virgin Islands business company,the surviving entity of the BusinessCombination.“First Reverse Stock Split”means the 1-for-20 reverse stock split effected by the Company on February 11,2025.In this registrationstatement,where we state historical share and per-share numbers,

71、we have,where appropriate,reflected a retroactive adjustment due to the ReverseStock Split in parentheses.“Legacy NewGenIvf”means NewGenIvf Limited,a Cayman Islands exempted company,which became a wholly owned subsidiary ofASCA upon the Closing.“Merger Agreement”means the Merger Agreement entered in

72、to on February 15,2023,and as amended on June 12,2023 and December 6,2023,between ASCA,A SPAC I Mini Acquisition Corp.,Merger Sub,Legacy NewGenIvf,and certain shareholders of Legacy NewGenIvf,pursuant to which the Reincorporation Merger and Acquisition Merger were consummated.“Merger Sub”means A SPA

73、C I Mini Sub Acquisition Corp.,a Cayman Islands exempted company and former wholly-owned subsidiaryof A SPAC I Mini Acquisition Corp.“Memorandum and Articles of Association”means the Companys Amended and Restated Memorandum and Articles of Association,asand restated on March 4,2025.“NewGenIvf”means

74、NewGenIvf Group Limited,a British Virgin Islands business company,the surviving entity of the BusinessCombination,unless the context so requires.“Ordinary Shares”means the Class A Ordinary Shares and Class B Ordinary Shares.“Preferred Shares”means preferred shares of the Company,no par value per sha

75、re.“Reincorporation Merger”means the first step of the Business Combination which occurred pursuant to the Merger Agreement,in whichASCA reincorporated to the British Virgin Islands by merging with and into A SPAC I Mini Acquisition Corp.“Reverse Stock Splits”means the First Reverse Stock Split and

76、the Second Reverse Stock Split.In this registration statement,where westate historical share and per-share numbers,we have,where appropriate,reflected a retroactive adjustment due to the Reverse Stock Splits inparentheses.“Second Reverse Stock Split”means the 1-for-10 reverse stock split effected by

77、 the Company on May 5,2025.iv2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm9/168 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in t

78、his prospectus.This summary does not contain all of the information youshould consider before investing in our securities.Before you decide to invest in our securities,you should read the entire prospectus carefully,including the“Risk Factors”section and the financial statements and related notes ap

79、pearing at the end of this prospectus.Unless the context otherwise requires,all references in this Prospectus Summary to“NewGenIvf,”“we,”“our,”and“us”refer toLegacy NewGenIvf and its subsidiaries as they existed prior to the Closing if described in relation to a date prior to April 3,2024.Anyreferen

80、ces to“NewGenIvf,”“we,”“our,”and“us”with respect to the present time,a future time,or a date after April 3,2024 refers toNewGenIvf,a British Virgin Islands company,and its subsidiaries,whose existence continued after the Closing.Overview We are an assisted reproductive services(“ARS”)provider in Asi

81、a-Pacific.Since the opening of our first clinic in Thailand in 2014,wehave established ourselves as a long-standing ARS provider in this region.Our strategic presence in Thailand,Cambodia,and Kyrgyzstanpositions us to take advantage of opportunities across Asia-Pacific.According to China Insights Co

82、nsultancy(“CIC”),from 2014 to 2022,therewas a rising number of women in the key ARS-targeted age group(ages 15 to 49)in Asia Pacific and a growing trend towards later maternalage.The number of married women of reproductive age in Asia Pacific has risen from 816.4 million in 2014 to 833.2 million in

83、2022.Additionally,according to CIC,there was increasing social acceptance of ARS use in Asia Pacific countries such as China,India,and Thailandduring the same period.For example,the number of ARS users in China has risen from 136.8 thousand in 2017 to 184.9 thousand in 2022approximately and that in

84、Japan has risen from 98.0 thousand in 2017 to 128.5 thousand in 2022.According to CIC,the prevalence of infertility in Asia-Pacific developing countries is substantial.For example,the infertility rate inThailand,India and China was about 15.4%,13.8%and 17.8%,respectively,in 2022.In India,the inferti

85、lity rate in 2020 was approximately13.1%,representing an annual growth of 2.6%.The infertility rate in China was around 17.6%in 2020,representing an annual growth of 0.6%.Infertility is increasingly gaining societys attention as individuals are more openly discussing their struggles.Despite the prev

86、alence ofinfertility,access to treatment is often limited in the Asia Pacific region.According to CIC,financial challenges,costs of treatment,and limitedavailability or capacity of fertility medical care are some of the main challenges in the fertility marketplace in Asia-Pacific region.Religious,so

87、cial and cultural roadblocks can also prevent hopeful couples from realizing their dream to have children.We believe that we can help addresssome of these key challenges of Asia-Pacific fertility industry.History and Development of the Company Prior to the Business Combination,on April 29,2021,A SPA

88、C I Acquisition Corp.(“ASCA”),was incorporated as a British VirginIslands business company,specifically a blank check company formed for the purpose of effecting a merger,share exchange,asset acquisition,share purchase,recapitalization,reorganization or similar business combination with one or more

89、target businesses.The Business Combination On February 15,2023,ASCA entered into the Merger Agreement(as amended on June 12,2023 and December 6,2023,the“MergerAgreement,”and the transactions contemplated thereunder,the“Business Combination”)with A SPAC I Mini Acquisition Corp.,Merger Sub,NewGenIvf L

90、imited,a Cayman Islands exempted company(“Legacy NewGenIvf”)and certain shareholders of Legacy NewGenIvf.Pursuant tothe Merger Agreement,the Business Combination was effected in two steps:(i)ASCA was reincorporated to the British Virgin Islands bymerging with and into A SPAC I Mini Acquisition Corp.

91、(such transaction,the“Reincorporation Merger”);and(ii)Merger Sub merged with andinto Legacy NewGenIvf,resulting in Legacy NewGenIvf being a wholly-owned subsidiary of the Company(such second step in isolation,the“Acquisition Merger”).The surviving entity of the Business Combination,together with its

92、 subsidiaries is referred to in this prospectus as“NewGenIvf,”the“Company,”“we,”“our,”or“us,”unless the context otherwise requires.12025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea02426

93、79-f1a2_newgen.htm10/168 On June 12,2023,the parties to the Merger Agreement entered into the First Amendment to Merger Agreement(the“FirstAmendment”),pursuant to which Legacy NewGenIvf agreed to provide non-interest bearing loans in an aggregate principal amount of up to$560,000(the“Loan”)to ASCA t

94、o fund any amount that would be required in order to further extend the period of time available for ASCA toconsummate a business combination and for ASCAs working capital,payment of professional,administrative and operational fees andexpenses,and other purposes as mutually agreed by ASCA and Legacy

95、 NewGenIvf.Such loans were to become repayable upon the closing ofthe Acquisition Merger.In addition,pursuant to the First Amendment,subject to receipt of at least$140,000 as part of the Loan fromNewGenIvf,ASCA agreed to waive its termination rights and the right to receive any break-up fee due to L

96、egacy NewGenIvfs failure to deliveraudited financial statements by no later than February 28,2023.On December 6,2023,the parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement(the“Second Amendment”)which amended and modified the Merger Agreement to,among other thin

97、gs,(i)reduce the size of NewGenIvfs boardof directors following the consummation of the Business Combination to five(5)directors,two(2)of whom would be executive directorsdesignated by NewGenIvf and three(3)of whom will be designated by NewGenIvf to serve as independent directors in accordance with

98、Nasdaqrequirements,(ii)provide for the conversion of NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreementinto Class A Ordinary Shares in connection with the Acquisition Merger,and(iii)remove the condition that ASCA have in excess of$5,000,000in net tangible assets

99、 immediately after the consummation of the Business Combination.On April 3,2024,the Business Combination was consummated with the Company as the surviving entity.NewGenIvfs Business With a focus on providing fertility treatments to fulfil the dreams of building families,NewGenIvf mainly offers two s

100、ervices,namely:(i)in vitro fertilization(“IVF”)treatment service,comprising traditional IVF and egg donation;and(ii)surrogacy and ancillary caring services.Currently,we have four clinics:two clinics in Thailand(one of which,whilst licensed,is yet to commence operations),one clinic in Cambodia,and on

101、e clinic in Kyrgyzstan.IVF treatment service:For the years ended December 31,2024 and 2023,we generated approximately 100%and 78.3,respectively of our revenue from IVF treatment services.We primarily provide our clients with conventional IVF/intracytoplasmicsperm injection(“ICSI”)and embryo transfer

102、 services.As technology has progressively advanced,we have been able to,throughtechnologies and facilities provided by MicroSort technology,help fulfill the family-balancing dreams of its clients and avoidingcertain gender-related hereditary diseases.IVF treatment involves the performance of a serie

103、s of medical treatment as well asprocedures and eventually brings benefits to clients when embryo is successfully implanted.Revenue from IVF treatment isrecognized at a point in time when different treatment and/or procedure completed in clinic.The completion of the various andprocedures are evidenc

104、ed by written treatment cards and reports maintained in the patient files.Surrogacy and ancillary caring services:We also generate revenue from surrogacy services and related ancillary caring servicesin Kyrgyzstan.For the years ended December 31,2024 and 2023,we generated approximately Nil%and 21.7%

105、,of our revenuefrom surrogacy and ancillary caring services.For surrogacy services,NewGenIvf conducts implantation of embryos frombiological parents in surrogate mothers.In addition,NewGenIvf provides a“success guarantee”program for egg donation servicesin Cambodia and surrogacy services in Kyrgyzst

106、an.Under this optional program,patients pay additional fees of approximately40%of the original price and can have repeated attempts of IVF cycles,egg donation services and/or surrogacy services until theprocedures are successful.The additional costs to NewGenIvf are generally limited and amount to a

107、pproximately 30%of theoriginal costs because NewGenIvfs clinics,together with the patients,can choose suitable egg donors and surrogate mothers tolimit the additional costs.During the pregnancy period,NewGenIvf provides ancillary caring services including regular bodycheck and provision of vitamins,

108、supplements and medicines to surrogate mothers.Revenue from surrogacy and ancillary caringservices is recognized at a point in time when the surrogate mother gives birth.Surrogacy services provide infertile couples withan alternative method of having children.During 2024,we did not generate any reve

109、nue from surrogacy as we went through aseries of reorganization in Kyrgyzstan,resulting in a sale of 100%equity interest in First Fertility Bishkek Limited LiabilityCompany and acquisition of 100%equity interest in Bi Clinic Limited Liability Corporation.22025/5/21 15:40sec.gov/Archives/edgar/data/1

110、981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm11/168 For the years ended December 31,2024 and 2023,NewGenIvfs revenue was US$5,433,375 and US$5,136,153,and its netincome/(loss)was US$(474,101)and US$108,4

111、18,respectively.Competitive Strengths NewGenIvf believes that the following competitive strengths have positioned it to meet growing opportunities in the fertility marketacross Asia-Pacific,and have differentiated it from its competitors:Broad-range Assisted Reproductive Service(“ARS”)Provider Offer

112、ing Comprehensive Fertility Treatment Services With almost a decade of experience in the fertility market,NewGenIvf has built a reputation in the IVF industry in Asia-Pacific.NewGenIvf has reinforced its long-standing position through expanding its service offerings and locations to address the evol

113、ving clients needsor requests.NewGenIvfs comprehensive fertility treatment offerings in Thailand,Cambodia,and Kyrgyzstan,primarily including IVF,eggdonation(in Cambodia)and surrogacy services(in Kyrgyzstan),make it convenient for clients in Asia-Pacific market to have access to variousfertility serv

114、ices but with a relatively low cost,as compared with the US market.Meanwhile,the average cost per IVF cycle by NewGenIvf isaround US$7,000(excluding medication).Each of NewGenIvfs clinics in Thailand,Cambodia,and Kyrgyzstan has its own specialty,andtogether,NewGenIvf is able to provide more flexibil

115、ity and options to its patients.For example,NewGenIvfs Thailand clinic focuses on IVFand related ancillary services including HIV sperm washing,egg freezing,and chromosome screening.The clinic in Cambodia specializes inproviding both IVF services and egg donation services.NewGenIvf opened the clinic

116、 in Kyrgyzstan in 2019,which broadened NewGenIvfsservices by being legally qualified/received approval letter from The Ministry of Health of Kyrgyzstan to offer surrogacy services.As ofDecember 31,2024,NewGenIvf was the one of the few ARS providers in Kyrgyzstan and one of the few companies in Kyrgy

117、zstan that islicensed to offer surrogacy services in Kyrgyzstan.NewGenIvf attributes its track record of success to its experienced physicians and its ability to provide comprehensive ARS services,allowing it to meet patients increasing demand for advanced,high-end,and sophisticated ARS,a higher sta

118、ndard and a wider range of advancedservices.NewGenIvf has extensive experience serving Asia-Pacific patients and a deep understanding of their general profiles.In particular,NewGenIvf has personnel speaking multiple languages,including nurses,facilitators,and translators,who are familiar with the he

119、alth conditionand culture of Asia-Pacific patients from different countries in the region.NewGenIvf believes that it is therefore well-positioned to benefitfrom market growth driven by Asia-Pacific patients travelling to its clinics for treatment.Attractive Market with Significant Demand and Fast Gr

120、owth NewGenIvf operates in the ARS market in Asia Pacific,positioning it to leverage on an attractive market with compelling underlyinggrowth potential.Built on years of experience,NewGenIvf has established a strong reputation in its industry,which in turn attracted potential businesspartners to app

121、roach NewGenIvf to negotiate cooperations and referrals.Over the years,NewGenIvf sends representatives to medical exposmostly held in the PRC to approach potential business partners and establish new partnerships by entering into agency agreements with eachagent.NewGenIvf has become a significant pa

122、rtner with agents and sub-agents throughout China and India.Normally,each agency agreementhas a maximum term of one year,which is renewable upon mutual agreement.Agents typically market and promote NewGenIvfs services byword-to-mouth referrals and other measures and NewGenIvf pays the agents commiss

123、ion at a range of 10%to 25%of the treatment fees uponthe completion of clients treatment.Normally,agents provide potential clients contact information to the sales team of NewGenIvf,who thenapproach potential clients and provide consultation on services.With its partnerships in various countries,New

124、GenIvf believes it is able tobetter benefit from the growing market opportunities.32025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm12/168 Exclusively Owned and Li

125、censed Technology for Family Planning and Access to Mature Fertility Technologies NewGenIvf believes that its licenses and/or access to mature technologies contribute to its ability to identify and tailor ARS services toindividual patients needs.These technologies include:MicroSort Technology:NewGen

126、Ivf acquired the MicroSort Technology from Genetics&IVF Institute,Inc.(“GIVF”)pursuant toa Purchase Agreement dated January 21,2025 between NewGenIvf and GIVF(“Purchase Agreement”).As such NewGenIvfexclusively owns the MicroSort Technology.Prior to the closing of the MicroSort Acquisition,NewGenIvf

127、held an exclusivelicense granted by a division of the Genetics&IVF Institute,Inc.to use MicroSort technology in Thailand and Cambodia.MicroSort technology is a form of pre-conception gender selection technology for humans.MicroSort technology aims to separatemale sperm cells based on which gender ch

128、romosome they contain,which results in separated semen samples that contain a higherpercentage of sperm cells that carry the same gender chromosome.The technology ultimately helps couples choose the gender oftheir future child by choosing semen samples that predominately contain sperm with the X chr

129、omosome for a female or Ychromosome for a male.Traditionally and naturally,gender selection occurs after conception,meaning after the eggs are fertilized.As a result,some fertilized eggs will go unused.However,with MicroSort technology,NewGenIvf is able to increase the ratio ofmale or female embryos

130、,based on the patients preference.Eggs are more likely to be fertilized according to the preferences of theparents.Other improvements that MicroSort treatment could help achieve include prevention of certain gender-related hereditarydiseases.Preimplantation Genetic Screening(“PGS”):PGS is used in pa

131、rallel with an IVF treatment cycle.PGS is the practice ofdetermining the presence of aneuploidy(either too many or too few chromosomes)in a developing embryo.PGS improves successrates of in vitro fertilization by ensuring the transfer of euploid embryos that have a higher chance of implantation and

132、resulting ina live birth.PGS has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9%and reducingmiscarriage rates by 26.6%.Next-Generation Sequencing(“NGS”):NGS is a high-throughput technology for determining the sequence of deoxyribonucleicacid(“DNA”)or ribonuc

133、leic acid(“RNA”)to study genetic variation associated with diseases or other biological phenomena.NGS determines the sequence of a sample all at once by using parallel sequencing.Traditional Sanger sequencing determines thesequence of a sample one section at a time.Sequencing thousands of gene fragm

134、ents simultaneously with NGS reduces time andcost associated with sequencing and increases the coverage quality and data output.Preimplantation Genetic Diagnosis(“PGD”):Similar to PGS,PGD is also used in parallel with an IVF treatment cycle.But PGDis a process more enhanced than PGS since it scans f

135、or individual genes.PGD is the practice of evaluating embryos for specificgenetic abnormalities,such as sickle cell disease or cystic fibrosis,where carrier status has been documented in each of theparents.By using this technique,physicians are able to check the genes or chromosomes for a specific g

136、enetic condition.PGD candecrease the risk of miscarriage and this technology can help women better achieve a healthy pregnancy.Individuals who suspector know they carry genes for serious medical conditions may opt to screen for healthy embryos ahead of time.Well Established Brand with Reliable Reput

137、ation The founders of NewGenIvf entered the fertility market as agents in 2011 by introducing patients in need to a Thailand clinic forfertility treatments.The founders of NewGenIvf started to operate their own clinic in Thailand in 2014 and subsequently added clinics inCambodia and Kyrgyzstan.Since

138、 then,NewGenIvf has attracted clients from countries throughout Asia-Pacific,including Mainland China,Hong Kong,India,Thailand,Australia and Taiwan.42025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390

139、025045737/ea0242679-f1a2_newgen.htm13/168 NewGenIvf benefits from the favourable geographic locations of its clinics,especially its clinic in Thailand.Located in centralBangkok and situated in one of the biggest shopping malls of the city,the clinic is located in close proximity to various transport

140、ation facilitiesand popular tourist attractions,such as the Erawan Shrine.In this regard,NewGenIvf believes that its business has benefited from,and willcontinue to benefit from,the convenience of its locations.NewGenIvf has developed a relatively replicable and scalable operating model that support

141、s high productivity at its assistedreproductive medical facilities in Asia.Under this model,NewGenIvfs medical facilities have established standardized operating procedures toselect the treatment process according to each patients profile.NewGenIvfs medical and operational personnel are organized in

142、to specializedteams according to the different stages of the treatment process and different patient profiles.When patients are initially admitted or would liketo seek additional medical services later on,they are assigned to one of the optimal medical teams,which NewGenIvf believes is better suited

143、after taking into account the patients diagnosis and preferences.NewGenIvf believes that this model allows each team to improve its efficiencyand arrange suitable physicians for patients.The physicians of NewGenIvf have also developed and employed an operating model that seeks to increase the effect

144、iveness ofphysicians by utilizing standardized workflows and operating procedures with teams of supporting nurses and medical assistants.This helps toincrease the number of IVF treatment cycles that physicians can perform while providing treatment customized based on patient conditions.With its esta

145、blished client service history,accumulated experience as well as its continuous upgrades and development of treatmentmodels,NewGenIvf believes that it will be able to better monetize its brands through its business.Experienced Management Team The NewGenIvf management team has considerable experience

146、 in the ARS market and the broader healthcare industry.A considerablenumber of NewGenIvfs management are physicians or laboratory technicians who possess extensive experience in the ARS industry and areexperts in their respective fields.NewGenIvfs Chief Executive Officer,Mr.Alfred Siu,has more than

147、13 years of experience in the fertilityservice market.Dr.Wiphawee Luangtangvarodom had over 8 years of experience as an obstetrician and gynecologist.NewGenIvfs two labsupervisors,Ms.Anussara Phinyong,and Ms.Araya Boonchaisitthipong,each had over eight years of experience in the embryologist field.T

148、hese individuals have extensive experience in managing assisted reproductive medical facilities.NewGenIvf is also led by other members ofthe professional management team,who are intimately involved in the operational and financial management of NewGenIvfs Group.Leveraging their experience,NewGenIvf

149、believes that it is well positioned to expand its network and aims to become a leader in the Asia PacificARS market.Strategies NewGenIvfs vision is to provide tailored ARS solutions to fulfil patients dreams of becoming a parent.To realize this vision,NewGenIvf plans to adopt the following strategie

150、s:Offer Broad Fertility Services for Fertility Tourists across Asia Pacific NewGenIvf intends to provide broad fertility services for fertility tourists seeking high quality,cost effective and comprehensivefertility solutions.According to CIC,the demand for fertility tourism is driven by a variety o

151、f factors including the prevalence of infertility,theintroduction of the Three-Child policy in China,the improved understanding of assisted reproductive technology and increased affordability ofARS.To address these needs,NewGenIvf plans to offer its customers a“hassle-free”,seamless and integrated A

152、RS and hospitality arrangementexperience.To complement its fertility services,NewGenIvf intends to integrate its offerings with additional services for traveling patients,mostof whom are first-time fertility tourists,such as translation service,hotel arrangement and airport pickup services.NewGenIvf

153、 plans to enhanceits customers experience by entering into exclusive cooperation arrangements with local premium hospitality providers.52025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0

154、242679-f1a2_newgen.htm14/168 Continue to Invest in Laboratories and Facilities NewGenIvf believes laboratories and treatment facilities are critical to supporting its future research,development and clientsexperience.NewGenIvf currently operates two laboratories that offer IVF services,one in Thaila

155、nd and one in Cambodia,and plans to continueto scale up its existing laboratories.NewGenIvf plans to continue to invest in upgrading its laboratories and facilities to complement its growthand expansion,which it believes will help NewGenIvf maintain an edge over its competitors with regard to techno

156、logy,operational efficiency,scalability,and client experience.NewGenIvf intends to develop advanced facilities for its existing laboratories,which will be conducting research on ARS related basicscience and experiments relating to emerging technologies to improve ARS success rates and lower costs.Ne

157、wGenIvf also plans to correlate itsdata on patient treatment protocols to the embryo physiologic data and the pregnancy success rate-related data to identify better treatmentprotocols to increase ARS success rates.NewGenIvf intends to continue to actively promote technological cooperation with terti

158、ary institutionsto discover ways to improve its IVF success rates.Furthermore,NewGenIvf seeks to actively deploy the technology that it possesses to expandthe services it provides.NewGenIvf has accumulated experience in treating patients over 40 years old with premature ovarian failure and patients

159、who havehad recurrent ARS implementation failure,by,for the example,injecting platelet rich plasma into the ovaries to stimulate and support growth ofthe follicles.NewGenIvf is also implementing certain technological advancements relevant to the ARS industry,including microfluidics,automated sperm a

160、nalysers,time lapsed incubators,non-invasive preimplantation genetic testing(“PGT”)of cell-free DNA in spent media,automated systems for oocyte/embryo vitrification to reduce reagent consumption and decrease labor intensity,mitochondria replacementtherapy to reconstruct oocytes by nuclear transfer o

161、f polar body genome from an MII oocyte into an enucleated donor MII cytoplasm,toincrease the number of oocytes available for the treatment of infertile women,preimplantation methylome screening.There are alsobreakthrough developments in science including organ culture systems,induced pluripotent ste

162、m cells,embryonic stem cells,spermatogonialstem cells for creation of functional gametes,but these techniques are not yet ready for human clinical trials.NewGenIvf also intends to develop clinically customised interior design concepts for its medical facilities,including improved servicerooms,consul

163、tation rooms,reception areas,nutrition food areas,and traditional Chinese medicine(such as acupuncture)facilities.Increase Brand Awareness and Market Share NewGenIvf intends to maintain and strengthen its brand awareness and market share in Asia Pacific.In order to expand its reach andincrease patie

164、nt numbers,NewGenIvf plans to collaborate with local hospitals,companies,premium hospitality providers and other key playersin the ARS industry in Asia Pacific.Additionally,NewGenIvf intends to increase brand awareness through social media promotions andmarketing initiatives,and is establishing its

165、business development team with the goal of attracting new patients and partners across Asia Pacific.Meanwhile,NewGenIvf intends to provide innovative treatment services to attract more clients.For example,NewGenIvf plans to introduceIVF mental health services,which allows clients who fail in IVF tre

166、atments to access online consultation for further treatment plans such as eggdonation and surrogacy.These new treatments services aim to enable NewGenIvf to attract potential clients.By adopting a comprehensivestrategy to expand its market share,NewGenIvf aims to strengthen its reputation as a long-

167、standing ARS provider and capture additional marketshare of the growingly ARS market in Asia-Pacific.62025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm15/168 Expan

168、d Service Reach Through Acquisitions and Partnerships Leveraging its reputation and footprint in its current markets,NewGenIvf intends to expand its reach,services offering and client basethrough strategic acquisitions and/or partnerships in Asia Pacific.Acquisitions of or by companies offering simi

169、lar services could not only allowNewGenIvf to diversify its client base,but also allow it to benefit from potential economies of scale and increasing efficiency throughconsolidation.NewGenIvf could also leverage the acquired or acquiring companys customer base,reputation and expertise to further imp

170、roveits offerings and operations.NewGenIvf intends to focus on ARS providers in Asia Pacific which possess all conventional licenses and locallyrecognized brands.For the global market beyond Asia Pacific,NewGenIvf intends to expand its footprint through partnerships with other IVFclinics.In addition

171、,NewGenIvf plans to explore expanding its client base by offering its fertility services as part of corporate benefit programsin Asia.NewGenIvf believes that there is potential in Asia in offering fertility treatments as a benefit for employees,particularly in companieswith a large number of female

172、employees of childbearing age.By partnering with corporate clients to provide fertility benefits,NewGenIvf canincrease its market reach,enhance its brand reputation,and drive client growth.NewGenIvfs broad range of fertility services,including IVFand egg freezing,can help corporate partners differen

173、tiate their employee benefits in the competitive employment landscape,which could makethem more attractive to potential employees.Additionally,by offering these services,companies can help address the growing concern ofdelayed childbearing,which is becoming more common among women according to CIC.N

174、ewGenIvf plans to collaborate with potentialcorporate clients to develop customized fertility benefit programs that cater to their specific needs,and to provide comprehensive support andcounselling throughout the process.Meanwhile,NewGenIvf also intends to attract more clients by establishing its“ho

175、me country gynecologist partnership program”.Under the program,NewGenIvf may,subject to its discretion and screening process,offer treatment services to clients with reduced timerequirements to be spent overseas.Depending on local laws,the potential clients may be able to complete their treatments w

176、ith gynecologistsNewGenIvf partners with,in their home countries.NewGenIvf had entered into a non-binding term sheet dated June 3,2024(the“Term Sheet”)with COVIRIX Medical Pty Ltd(“COVIRIX”)for a proposed reverse merger(the“COVIRIX“Proposed Transaction”).However,on September 21,2024,COVIRIX withdrew

177、from the Proposed Transaction,as such the Proposed Transaction was terminated with no cost to the Company.On December 11,2024,NewGenIvf also announced its entry into a binding term sheet with European Wellness Investment Holdings Limited(“EWIHL”)for a proposedreverse merger(“EWIHL Proposed Transacti

178、on”),completion of which was subject to,among other conditions,the completion of due diligence,the negotiation of a definitive agreement,and obtaining adequate financing.On March 31,2025,NewGenIvf terminated the term sheet for theEWIHL Proposed Transaction as EWIHL had failed to produce certain draf

179、t audited financials,which were specifically required in the termsheet.On February 28,2025,NewGenIvf completed its acquisition of the MicroSort technology from Genetics&IVF Institute,Inc.(“GIVF”).Pursuant to a Purchase Agreement dated January 21,2025 between NewGenIvf and GIVF(“Purchase Agreement”),

180、NewGenIvfpurchased all of the Assets(as defined in the Purchase Agreement)and IP Licenses(as defined in the Purchase Agreement)relating to theMicroSort Business(as defined in the Purchase Agreement)from GIVF for a cash consideration of$750,000 and a share consideration of125,000 Class A Ordinary Sha

181、res(equivalent to 12,500 Class A Ordinary Shares post Second Reverse Stock Split)(“MicroSort Acquisition”).White Lion Transaction On November 21,2024,the Company entered into a Common Shares Purchase Agreement(the“White Lion Purchase Agreement”)with White Lion Capital,LLC(“White Lion”)and a related

182、Registration Rights Agreement(the“RRA”).Pursuant to the White Lion PurchaseAgreement,the Company has the right,but not the obligation,to require White Lion to purchase,from time to time,up to One Hundred MillionDollars($100,000,000)in aggregate gross purchase price of newly issued Class A Ordinary S

183、hares,with an automatic increase to ThreeHundred Million Dollars($300,000,000)upon any substantial M&A or Material Transaction(as defined in the White Lion Purchase Agreement)and a further option to increase to Five Hundred Million Dollars($500,000,000)after Two Hundred and Fifty Million Dollars($25

184、0,000,000)has been issued and sold to White Lion under the White Lion Purchase Agreement,subject to certain limitations and conditions set forth in theWhite Lion Purchase Agreement.Subject to the satisfaction of certain customary conditions including,without limitation,the effectiveness of the regis

185、tration statementof which this prospectus forms a part(the“Registration Statement”)registering the resale of the shares issuable pursuant to the White LionPurchase Agreement,the Companys right to sell shares to White Lion commenced on the date of the execution of White Lion PurchaseAgreement and ext

186、ends until(i)36 months from the date of execution of the White Lion Purchase Agreement,or(ii)at the Companys option,until 65 months from the date of the execution of the White Lion Purchase Agreement in the event that$100,000,000 of purchases under theWhite Lion Purchase Agreement have been complete

187、d prior to the 36 month anniversary of the Execution Date(the“Commitment Period”).During the Commitment Period,subject to the terms and conditions of the White Lion Purchase Agreement,the Company may exerciseits right to sell its Class A Ordinary Shares to White Lion.The Company may deliver a Regula

188、r Purchase Notice(as such term is defined in theWhite Lion Purchase Agreement),pursuant to which the Company can require White Lion to purchase up to a number of Ordinary Shares equalto the lesser of(i)$3,000,000 divided by the highest closing price of the Ordinary Shares over the most recent five(5

189、)Business Daysimmediately preceding the Purchase Notice,or(ii)40%of Average Daily Trading Volume(as such term is defined in the White Lion PurchaseAgreement),subject to a maximum Investment Limit of$3,000,000.72025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newge

190、n.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm16/168 The Company may also deliver a Rapid Purchase Notice(as such term is defined in the White Lion Purchase Agreement),pursuant towhich the Company may require White Lion to purchase up to a number of

191、Ordinary Shares equal to$3,000,000 divided by the highest closingprice of the Ordinary Shares over the most recent five business days immediately prior to the receipt of the notice.White Lion may waive suchlimits under any notice at its discretion and purchase additional shares.The price to be paid

192、by White Lion for any shares that the Company requires White Lion to purchase will depend on the type ofpurchase notice that the Company delivers.For shares being issued pursuant to a Regular Purchase Notice,the purchase price per share will bethe lower of(i)the closing price of Ordinary Shares prio

193、r to the receipt of the applicable Purchase Notice,or(ii)the product of(a)the lowestdaily VWAP of the Ordinary Shares during the Regular Purchase Valuation Period(as defined in the White Lion Purchase Agreement),and(b)98%.For shares being issued pursuant to a Rapid Purchase Notice,the Company may op

194、t for the purchase price per share to be(i)equal tothe lowest traded price of the Ordinary Shares on the date that the notice is delivered,or(ii)97%of the lowest traded price of the OrdinaryShares one hour following White Lions written confirmation of the acceptance of the Rapid Purchase Notice.No p

195、urchase notice shall result in White Lion beneficially owning(as calculated pursuant to Section 13(d)of the Securities ExchangeAct of 1934,as amended,and Rule 13d-3 thereunder)more than 4.99%(subject to increase,in the sole discretion of White Lion,to 9.99%)ofthe number of Class A Ordinary Shares ou

196、tstanding immediately prior to the issuance of Class A Ordinary Shares issuable pursuant to apurchase notice.The Company has the right to terminate the White Lion Purchase Agreement in the event of a material breach of the White LionPurchase Agreement by White Lion.The White Lion Purchase Agreement

197、also automatically terminates upon the earlier of(i)the end of theCommitment Period and(ii)the date that the Company commences a voluntary bankruptcy proceeding,a custodian is appointed for theCompany or for all or substantially all of its property,or the Company makes a general assignment for the b

198、enefit of its creditors.In consideration for the commitments of White Lion,as described above,the Company agreed to issue to White Lion 700,000 Class AOrdinary Shares(“Commitment Shares”).Additional Class A Ordinary Shares may be issued to White Lion under certain conditions,includingin connection w

199、ith material transactions or upon achieving specified investment thresholds.The Commitment Shares will be fully earned byWhite Lion regardless of termination of the White Lion Purchase Agreement.The White Lion Purchase Agreement and the RRA contain customary representations,warranties,conditions and

200、 indemnificationobligations of the parties.The representations,warranties and covenants contained in such agreements were made only for purposes of suchagreements and as of specific dates,were solely for the benefit of the parties to such agreements and may be subject to limitations agreed uponby th

201、e contracting parties.Business Model With a focus on providing fertility treatments to fulfil couples and individuals dreams of raising children,NewGenIvf offers mainlytwo services,namely:(i)IVF treatment service,comprising traditional IVF and egg donation;and(ii)surrogacy and ancillary caring servi

202、ces.The following table sets forth NewGenIvfs revenue by service offerings and as a percentage of total revenue for the periods indicated:For the Year ended December 31,2024 2023 US$%US$%IVF Treatment Service 5,433,375 100 4,021,696 78.3 Surrogacy and Ancillary Caring Services -0 1,114,457 21.7 Tota

203、l Revenue 5,433,375 100.0 5,136,153 100.0 IVF Treatment Service NewGenIvf primarily provides its clients with conventional IVF/ICSI and embryo transfer services.NewGenIvf is also able to,throughMicroSort technology,help fulfill the family-balancing dreams of its clients and avoiding certain gender-r

204、elated hereditary diseases.IVF treatments that NewGenIvf provides address tubal factor,ovulatory dysfunction,diminished ovarian reserve,endometriosis,uterine factor,male factor,unexplained infertility and other causes.IVF bypasses the function of the fallopian tube by achieving fertilizationwithin a

205、 laboratory environment.Ovarian hyper-stimulation is common with IVF treatments to recruit numerous follicles to increase thechances for success.Follicles are retrieved trans-vaginally using a vaginal probe and ultrasound guidance.Anaesthesia is frequently used due tothe number of follicles retrieve

206、d and the resulting discomfort experienced by the patient.The eggs are identified in the follicular fluid andcombined with sperm and culture medium in culture dishes,which are placed in an incubator with a temperature and gas environment designedto mimic the condition of the fallopian tubes.Once the

207、 embryos develop,typically over a 3-to-5-day period,they are transferred to the uterinecavity.As a long-standing IVF treatments provider in Asia-Pacific,NewGenIvf had completed over 4,500 cycles of IVF treatments from 2014to 2024.For the years ended December 31,2024 and 2023,the revenue from NewGenI

208、vfs IVF treatments was US$5,433,375 andUS$4,021,696,respectively,representing 100%and 78.3%of its total revenue in the corresponding periods.82025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/0001213900250457

209、37/ea0242679-f1a2_newgen.htm17/1682025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm18/168 IVF Treatments Process A typical IVF treatment process mainly includes tw

210、o stages,the pre-IVF treatment stage and the IVF treatment stage.During the IVFtreatment process,NewGenIvf also provides support services such as nutrition guidance and psychological counselling.The flow chart belowshows the stages involved in a typical IVF treatment process:At the pre-IVF treatment

211、 stage,clients attend an initial consultation,undergo pre-IVF tests,and undergo treatment for gynaecologicaland andrological diseases,if needed.At the initial consultation,a physician reviews the clients detailed medical history to collect moreinformation relating to the potential cause of their inf

212、ertility.The client then undergoes various pre-IVF tests,which may include,among otherthings,blood pressure,hormone level,ultrasound,infectious disease screening,uterine evaluation and male fertility test.The physician will thendesign treatment plans based on the clients medical history and results

213、of the tests.If the client is satisfied with treatment plan and the testresults are acceptable to the physician,the physician will prescribe medications and start stimulation treatment.The first step of the cycle is to boost egg production through injecting synthetic hormones.Over about one week of

214、ovarianstimulation,clients are monitored on a regular basis with blood test and transvaginal ultrasound.If follicles have reached at least 10 mm in size,an additional antagonist drug will be added into the daily injection schedule.This is used to prevent ovulation before ovum pickup time.Afteranothe

215、r few days of ovarian simulation,if follicle growth is consistent and majority of follicles are around 16 mm to 17 mm,the final injectionof a human chorionic gonadotropin will be administered.The trigger injection is the final step of the stimulation process and is for thematuration of the eggs in t

216、he follicles before they are collected.The next major step is to retrieve the eggs with a minor surgical procedurecalled Trans Vaginal Follicle Aspiration conducted under anaesthesia.At the same time the male partner collects the sperms for fertilizing theeggs in the laboratory by a process known as

217、 intracytoplasmic sperm injection.The fertilized embryos are cultured in the laboratory for two tosix days.Embryos that grow well are biopsied and tested by PGT to detect potential genetic diseases.The final step is to transfer the embryos into the uterus using a catheter.Within eight days after the

218、 embryo transfer,a blood test can beconducted to detect whether the implantation was successful.MicroSort Technology MicroSort technology is a preconception process developed by the Genetics&IVF Institute,Inc(“GIVF”).that aims to improve thechances that the baby to be conceived will be of the desire

219、d gender and prevents certain gender-related hereditary diseases.Semen samples usually contain equal amounts of sperm carrying the Y chromosome(which will produce a boy),and sperm carryingthe X chromosome(which will produce a girl).During the MicroSort process,the sperm sample is washed to remove se

220、minal liquid andnonmotile cells.After the washing,the sample is stained with a special fluorescent material that attaches to the DNA contained in the sperm.The stained sperm cells are analyzed one by one by a flow cytometer,in which cells pass through a laser to make the stain attach to the DNAfluor

221、esce.The sperm containing the X chromosome(which have more DNA and therefore more stain)will shine brighter than the spermcontaining the Y chromosome.The flow cytometer uses a special software to identify X and Y chromosome sperm based on their fluorescencesignature.The sperm carrying the chromosome

222、 that will produce the desired gender are separated from the rest of the sample-resulting in anenriched sperm sample ready for use.NewGenIvf held an exclusive license granted by a division of GIVF,MicroSort International,to use the MicroSort technology inThailand and Cambodia.MicroSorts licenses for

223、 NewGenIvfs operation in Thailand and Cambodia were each provided under a lease andservice agreement.In April 2019,First Fertility PGS entered into a Lease and Services Agreement with MicroSort International to useMicroSort equipment in Thailand and in March 2019,Phnom Penh Center entered into a Lea

224、se and Services Agreement with MicroSortInternational to use MicroSort equipment in Cambodia(together,the“Lease and Services Agreements”).Pursuant to the Lease and ServicesAgreements,First Fertility PGS and Phnom Penh Center each had the exclusive right to utilize the MicroSort equipment and to mark

225、et and sellMicroSort sperm sorting services in Thailand and Cambodia,respectively.MicroSort International was responsible for the maintenance ofMicroSort equipment and technical and engineering support.The term of each Lease and Service Agreements was initially from 2019 to 2024,which shall be autom

226、atically renewed for one year unless a written notice of at least 180 days prior to the intended termination date is provided.The consideration under each of the Lease and Services Agreements was US$9,000 per month after six months.2025/5/21 15:40sec.gov/Archives/edgar/data/1981662/00012139002504573

227、7/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm19/16892025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2

228、_newgen.htm20/168 On January 21,2025,the Company entered into a Purchase Agreement with Genetics&IVF Institute,Inc.(“Purchase Agreement”),pursuant to which the Company purchased all of the Assets(as defined in the Purchase Agreement)and IP Licenses(as defined in the PurchaseAgreement)relating to the

229、 MicroSort Business(as defined in the Purchase Agreement)from Genetics&IVF Institute,Inc.for a cashconsideration of$750,000 and a share consideration of 125,000 Class A Ordinary Shares(“Share Consideration”).The Purchase Agreement isfiled as Exhibit 10.30 in this registration statement.MicroSort Lab

230、 Services,LLC(“MicroSort”)was incorporated by Genetics&IVF Institute,Inc.in January 2025 to hold all of the Assets(as defined in the Purchase Agreement)to be transferred to the Company at closing.TheCompanys acquisition of MicroSort was completed on February 28,2025,and the Share Consideration was i

231、ssued to GIVF on the same day.The flow chart below shows the process involved in MicroSort:Preimplantation Genetic Screening PGS is used in parallel with an IVF treatment cycle.PGS is the practice of determining the presence of aneuploidy(either too many ortoo few chromosomes)in a developing embryo.

232、PGS improves success rates of in vitro fertilization by ensuring the transfer of euploid embryosthat have a higher chance of implantation and resulting in a live birth.PGS has improved clinical outcomes for NewGenIvf by achieving ahigher implantation rate of 70.9%and reducing miscarriage rates by 26

233、.6%.Next-Generation Sequencing NGS is a high-throughput technology for determining the sequence of deoxyribonucleic acid DNA or RNA to study genetic variationassociated with diseases or other biological phenomena.NGS determines the sequence of a sample all at once by using parallel sequencing.Tradit

234、ional Sanger sequencing determines the sequence of a sample one section at a time.Sequencing thousands of gene fragmentssimultaneously with NGS reduces time and cost associated with sequencing and increases the coverage quality and data output.102025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000

235、121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm21/168 Preimplantation Genetic Diagnosis Similar to PGS,PGD is also used in parallel with an IVF treatment cycle.But PGD is a more enhanced process than PGS since it sc

236、ansfor individual genes.PGD is the practice of evaluating embryos for specific genetic abnormalities,such as sickle cell disease or cystic fibrosis,where carrier status has been documented in each of the parents.By using this technique,physicians are able to check the genes orchromosomes for a speci

237、fic genetic condition.PGD can decrease the risk of miscarriage and this technology can help women achieve a healthypregnancy.Individuals who suspect or know they carry genes for serious medical conditions may opt to screen for healthy embryos ahead oftime.Egg Freezing Service NewGenIvf also provides

238、 egg freezing services which is a fertility preservation service that allows individuals to freeze and store theireggs for future use.The process begins with hormonal stimulation to encourage multiple egg production,followed by a minor surgicalprocedure to retrieve the eggs under sedation.The eggs a

239、re then rapidly frozen using vitrification,a technique that prevents ice crystalformation,and stored in liquid nitrogen at ultra-low temperatures.This service is ideal for those delaying childbearing due to career,medicalreasons(like cancer treatment),or personal choice.When ready to conceive,the eg

240、gs can be thawed,fertilized with sperm,and transferred asembryos.While success rates vary by age and clinic,egg freezing offers a proactive option for preserving fertility.Surrogacy and Ancillary Caring Services NewGenIvf also generated revenue from surrogacy services and related ancillary caring se

241、rvices in Kyrgyzstan.NewGenIvf conductsimplantation of embryos from biological parents in surrogate mothers.During the pregnancy period,NewGenIvf provides ancillary caringservices including regular body check and provision of vitamins,supplements and medicines to surrogate mothers.Revenue from surro

242、gacy andancillary caring services is recognized when the surrogate mother gives birth.Surrogacy services provide infertile couples with an alternativemethod of having children.In general,NewGenIvf provides certain discount to clients if they wish to pursue additional services such as eggdonation and

243、 surrogacy,after several cycles of IVF treatments failures due to medical reasons including,but not limited to,the poor egg qualityof aged female clients.As compared to other countries,Kyrgyzstan has the following features that allow NewGenIvf to operates its surrogacy services:(i)surrogacy is legal

244、 and regulated,which means that there are less restrictions on either intended parents or surrogate mothers,and a parent-child relationship can be requested before the childs birth;and(ii)the costs of operation and surrogate mother is favorable,given the cost ofliving in Kyrgyzstan is relatively low

245、.In addition to the regular surrogacy services,NewGenIvf is also able to assist the clients with birth certificate applications and facilitatethe application of infants passports and visas as supplemental services.For the years ended December 31,2024 and 2023,the revenue from NewGenIvfs surrogacy an

246、d ancillary caring services was US$Niland US$1,114,457,respectively,representing Nil%and 21.7%of its total revenue in the corresponding periods.During 2024,we did notgenerate any revenue from surrogacy as we went through a series of reorganization in Kyrgyzstan.112025/5/21 15:40sec.gov/Archives/edga

247、r/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm22/168 The flow chart below shows the stages involved in a typical surrogacy process:In Kyrgyzstan,NewGenIvf also provides ancillary fertility service

248、s when carrying out surrogacy services.These ancillary fertilityservices include:(i)maternity caring service,and(ii)documentation service.122025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737

249、/ea0242679-f1a2_newgen.htm23/168 Network of Facilities As of December 31,2024,NewGenIvf had one administrative support office located in Hong Kong and three clinics located inThailand,in Cambodia,and in Kyrgyzstan,respectively.The integration of the medical facilities in Thailand help NewGenIvf prov

250、ide a moreseamless one-stop experience to its clients.Set out below is an illustration of the locations of NewGenIvfs clinics and marketing and salesoffice:The following table sets forth the approximate aggregate average gross floor area(“G.F.A.”)of each of NewGenIvfs clinics that wereunder lease an

251、d actively used for client service as of December 31,2024 As ofDecember 31,2024 (Square Feet)Thailand First Fertility PGS Center Co.,Ltd.PS Tower(“First Fertility PGS Center”)14,750 First Fertility PGS Center Co.,Ltd Erawan Hotel(“First Fertility PGS Center”Not Yet Open)2,615 Cambodia First Fertilit

252、y Phnom Penh Center(“Phnom Penh Center”)18,567 Kyrgyzstan Bi Clinic Limited Liability Company(“Bi Clinic”)2,164 Aggregate G.F.A 38,096 132025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea

253、0242679-f1a2_newgen.htm24/168 To increase the scale of NewGenIvfs operations,NewGenIvf expanded its Thailand fertility services by leasing a new property for itssecond clinic Erawan Consultation Clinic in May 2023.Consisting of approximately 2,600 sq.ft.,Erawan Consultation Clinic has obtained itsli

254、cense and will be open in 2025.Currently,IVF treatments are performed in its Thailand and Cambodia clinics,egg donation services are provided in its Cambodiaclinic,and surrogacy services are provided in its Kyrgyzstan clinic.The following table summarises the services available at NewGenIvfsclinics:

255、IVFTreatments SurrogacyServicesThailand First Fertility PGS Center Cambodia Phnom Penh Center Kyrgyzstan First Fertility Bishkek(Disposed of on December 18,2024)Bi Clinic(Acquired on December 17,2024)Yes No The following table sets forth a breakdown of revenue from services performed at NewGenIvfs m

256、edical centers for the periods indicated:For the Year ended December 31,2024 2023 US$%US$%HK SAR -34,038 0.7 Thailand 2,175,253 40.0 1,356,903 26.4 Cambodia 601,526 11.1 621,619 12.1 Kyrgyzstan 2,656,596 48.9 3,123,593 60.8 Total Revenue 5,433,375 100.0 5,136,153 100.0 Thailand Clinic As of December

257、 31,2024,NewGenIvf had one operating clinic in Thailand.At the clinic in Thailand,NewGenIvf offers its clientscustomized fertility treatment solutions including IVF/ICSI,embryo culture,hormonal blood tests,infectious diseases tests,chromosomescreening by PGT,hysteroscopy,sperm analysis,sorting,washi

258、ng and freezing,and egg freezing.Its medical and operational personnel areorganized into specialized teams according to the different stages of the IVF treatment process and different patient profiles.When clients areadmitted,they are assigned to a team which NewGenIvf believes is better suited to t

259、he clients after taking into account the clients diagnosis andpreferences.Furthermore,NewGenIvf also provides related value-added services such as nutrition guidance,psychological counselling,acupuncture,and translation interpreters to supplement the IVF treatment.NewGenIvf prides itself on providin

260、g quality and customizedtreatment to its clients on a day-to-day basis.As of December 31,2024,the clinic in Thailand had 8 nurses,8 full time lab physicians and embryologists,14 administrative staff,totaling 30 staff members.Cambodia Clinic NewGenIvf has one clinic,Phnom Penh Center,in Cambodia.Phno

261、m Penh Center is staffed with 4 Cambodian physician,2embryologists,6 nurses and 13 other staff,and offers similar IVF treatments as in Thailand and egg donation services.Phnom Penh Centeroperates under a license issued by Cambodia MOH for the Cambodian physician,who has entered into an agreement wit

262、h Phnom Penh Centerfor the exclusive use of such license.After eight years of development since its opening in 2015,Phnom Penh Center has become one of the long-standing ARS providers inCambodia.According to CIC,it was the first to use conventional IVF technology which led to a successful birth in 2

263、016 in Cambodia.Since itsestablishment,Phnom Penh Center achieved more than 1,800 IVF treatment cycles as of December 31,2024.As of December 31,2024,PhnomPenh Centers IVF philosophy concentrates on three key points in the treatment process:the mothers wellbeing,the technology used to assistmothers d

264、eliver a strong and healthy baby and the medical science used to ensure every chance of success for women in various age spectrums.142025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242

265、679-f1a2_newgen.htm25/168 Clinic in Kyrgyzstan NewGenIvf established First Fertility Bishkek in October 2019 in Kyrgyzstan for its surrogacy services,as Kyrgyzstan has supply ofsurrogate candidates at a relatively low cost and a more friendly legal environment for surrogacy services.In 2020,First Fe

266、rtility Bishkekobtained the license to provide ARS and surrogacy services,becoming one of the few facilities licensed to offer ARS and one of the facilitieslicensed to offer surrogacy services in Kyrgyzstan as of December 31,2024,according to CIC.In addition,NewGenIvf also provide relatedancillary f

267、ertility services when carrying out surrogacy services.These ancillary fertility services include:(i)maternity caring service,and(ii)documentation service.Physicians at First Fertility Bishkek have expertise in sourcing surrogate mothers,techniques of embryo transfers,prenatal care,babydelivery,and

268、postnatal care.First Fertility Bishkek also collaborates closely with Phnom Penh Center in arranging shipment of frozen embryos.NewGenIvf hires local physicians and local staff.NewGenIvf also provides training for newly admitted Kyrgyzstan physicians andembryologists in Thailand.Some personnel who h

269、ad relevant experience in Kyrgyzstan had also been sent from Cambodia to Kyrgyzstan tohelp manage such operations from time to time.However,during 2024,Kyrgyzstan operations had been reorganized,resulting in disposal ofFirst Fertility Bishkek and acquisition of Bi Clinic Limited Liability Corporatio

270、n in December 2024.As of December 31,2024,Bi Clinic had 1 full-time physician,1 embryologist,1 nurse,and 6 other staff.Professionals Licensed Physicians As of December 31,2024,NewGenIvf employed 5 licensed physicians,among which one was based in Cambodia,one was based inKyrgyzstan,and the other thre

271、e were based in Thailand.Most of NewGenIvfs physicians had over 10 years of experience or above.Thefollowing table summarises the number and types of such licensed physicians as of December 31,2024.Country Licensed physician Licenses andApprovals Effective Period IssuingAuthorityCambodia Mr.Keut Ser

272、ey Decision on permission for beautytreatment operation December 14,2022 December 14,2026 The Ministry of Health ofCambodiaThailand Dr KeatthisakBoonsimma Number 31801 Medical PractitionerLicense April 1,2005 Indefinite Royal Thai College of Obstetriciansand Gynaecologists of Thailand Number 22624/2

273、554OB-Gyn License July 1,2014 Indefinite Medical Council of Thailand Number 40962/2563 ReproductiveMedicine Diploma July 1,2020 Indefinite Medical Council of ThailandThailand Dr.AnurachKulvanitchaiyanunt Practice License No.11755 February 1 2025 Indefinite Medical Council of ThailandThailand Dr Wiph

274、aweeLuangtangvarodom Number 38347/2562OB-Gyn License August 1,2019 Indefinite Medical Council of Thailand Number 43217/2564 ReproductiveMedicine License July 1,2021 Indefinite Medical Council of Thailand Number 48510 Medical PractitionerLicense April 1,2014 Indefinite Medical Council of ThailandKyrg

275、yzstan Dr MyrzalymbekovaA.B.Number№CO170001836Medical Certificate June 23.2017-Indefinite Medical Council of Kyrgyzstan Number№0002953Medical Practitioner 25 April 2018-Indefinite Medical Council of Kyrgyzstan Number№113732565Medical Certificate 16 August 2024-Indefinite Medical

276、 Council of Kyrgyzstan Number№0003447Medical Certificate 12 April 2023-Indefinite Medical Council of Kyrgyzstan 152025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_new

277、gen.htm26/168 Customers For the years ended December 31,2024 and 2023,the majority of NewGenIvfs clients were from China(including mainland Chinaand Hong Kong).The number of Thai and Cambodian local patients generally increased in 2023 and 2024 compared with earlier years due tothe impact of COVID-1

278、9 on international travel.NewGenIvf enters into a verbal contract with each of its customers that outline,among otherthings,the scope of services,service fees,payment terms and rights,responsibilities and obligations of each party.Consent is obtained from thepatients prior to the provision of the va

279、rious treatments.Customers are not entitled to enjoy the relevant services until outstanding amounts havebeen settled pursuant to the relevant contract.Sales to individual consumers did not vary significantly and none of the customers contributemore than 10%of NewGenIvfs revenue for the years ended

280、December 31,2024 and 2023.In addition to significant customers using NewGenIvfs IVF treatment services and surrogacy and ancillary caring services,NewGenIvf also has customers who utilize the access to the freezing and storage facility and other relatively insignificant services,such ascheck-ups ser

281、vices,blood test services and other minor services(the latter category of customers are referred to as“consultation customers”).Sales and Marketing For the years ended December 31,2024 and 2023,NewGenIvf promoted brand awareness through its sales teams and,in many cases,through cooperating with thir

282、d-party agencies and partners.NewGenIvfs sales teams have broad experience in fertility services and are responsible for identifying potential clients and managingthe overall sales process.NewGenIvfs sales team primarily relies on social media marketing,word-of-mouth referrals,recognition of its bra

283、nd,printed advertisements and marketing events.NewGenIvf spends marketing expenses on placing advertisements through popular social mediaplatforms,maintaining the official website of NewGenIvf and sending information through its official accounts on social media platforms.Supply and Procurement NewG

284、enIvfs procurement is mainly for medications,laboratory media and reagents,laboratory consumables,and blood test reagents.As of December 31,2024,there was no supplier that individually contributed more than 10%of the Groups trade payable.As of December 31,2023,there was one supplier that individuall

285、y contributed more than 10%of the Groups trade payable,accounting for 30.6%of the Groupstrade payables in aggregate.For both the years ended December 31,2024 and 2023,no vendor contributed more than 10%of total direct cost ofthe Group.NewGenIvfs procurement team is experienced in selecting cost-effe

286、ctive supplies as well as selecting reliable suppliers.NewGenIvfs major suppliers are pharmaceutical companies.Competition NewGenIvf believes that it is a long-standing provider of ARS in Asia Pacific that competes primarily based on the followingcompetitive factors:the value and comprehensiveness o

287、f the solutions;treatment that is effective and achieves desired outcomes;clients experience,including dedicated patient education,clinical guidance and emotional support;and access to a network of high-quality fertility specialists.NewGenIvf competes primarily with other regional fertility service

288、providers.While NewGenIvf does not believe any singlecompetitor offers a comparably robust and integrated fertility solution package as NewGenIvf in the regions that it operates,NewGenIvfscompetitors may compete in a variety of ways,including by providing better services,having established local con

289、nections,fulfilling evolvingclient needs,as well as conducting brand promotions and other marketing activities.162025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm2

290、7/168 As NewGenIvf may introduce new ancillary services and other companies may introduce similar fertility services as NewGenIvfs,NewGenIvf may become subject to additional competition.Facilities As of December 31,2024,in addition to its clinics,NewGenIvf leased one property in Hong Kong with an ag

291、gregate square footage ofapproximately 8,000 for its administration support offices.NewGenIvf also operates its medical facilities as described above in“Network ofFacilities”above.NewGenIvf believes that its existing facilities are suitable and adequate to meet its current needs.Organizational Struc

292、ture The following is a list of our principal subsidiaries and consolidated affiliated entities as of the date of this prospectus:Name Place of Formation Relationship NewGenIvf Limited Cayman Islands Wholly-owned subsidiaryIncorporated on January 16,2019 FFPGS(HK)Ltd Hong Kong Indirect subsidiary,wh

293、olly owned by NewGenIvf LimitedIncorporated on December 19,2019 Bi Clinic LLC Kyrgyzstan Indirect subsidiary,wholly owned by NewGenIvf LimitedAcquired on December 17,2024 First Fertility PGS Center Limited Thailand Indirect subsidiary,74%owned by Well Image Limited HK directly andindirectlyIncorpora

294、ted on March 6,2014 First Fertility Phnom Penh Ltd Kingdom of Cambodia Indirect subsidiary,wholly owned by NewGenIvf LimitedIncorporated on August 10,2015 Med Holdings Limited Thailand Indirect subsidiary,48.99%owned by Well Image Limited HKIncorporated on January 21,2015 Well Image Limited HK Hong

295、Kong Indirect subsidiary,wholly owned by NewGenIvf LimitedIncorporated on July 11,2008 深圳前海豐泰仁匯健康科技有限公司(Shenzhen Qianhai FengtaiRenhui Health Technology Co.,Ltd)China Indirect subsidiary,99%owned by FFPGS(HK)LtdIncorporated on October 24,2024 The following is a wholly owned subsidiary being disposed

296、 of on December 18,2024:First Fertility Bishkek LLC Kyrgyzstan Indirect subsidiary,wholly owned by NewGenIvf Limited Property,Plants and Equipment The Company leases the premises for its principal executive office located at 36/39-36/40,13th Floor,PS Tower,Sukhumvit 21 Road(Asoke)Khlong Toei Nuea Su

297、b-district,Watthana District,Bangkok 10110,Thailand.This property contains approximately 14,750 square feet.The Company leases one property in Hong Kong with an aggregate square footage of approximately 8,000 for its administration support offices.The Company also leases several premises to operate

298、its clinics in various countries.In Kyrgyzstan,the Company operated the FirstFertility Bishkek Limited Liability Company until December 18,2024,of which premises have an aggregate area of 2,368 square feet.TheCompany operates the Bi Clinic Limited Liability Company starting from December 17,2024 in

299、Kyrgyzstan,which premises have an aggregatearea of 2,100 square feet.In Cambodia,the Company operates the First Fertility Phnom Penh Center,which premises have an aggregate area of18,567 square feet.In Thailand,the Company operates a clinic named First Fertility PGS Center Co.,Ltd.,which premises ha

300、ve an aggregatearea of 14,750 square feet.The Company also leases premises located in Thailand for its Erawan Consultation Clinic,with an aggregate area of approximately2,500 square feet.Erawan has obtained its license in May 2025.This property is used as the Companys second clinic in Thailand,which

301、 isexpected to open in 2025.172025/5/21 15:40sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm28/168 Nasdaq Deficiency On October 8,2024,the Company received a deficiency letter(

302、“Bid Price Deficiency Letter”)from the Listing QualificationsDepartment(the“Staff”)of Nasdaq notifying the Company that it is currently not in compliance with the closing bid price requirement underNasdaq Listing Rule 5450(a)(1)(the“Minimum Bid Price Rule”).The Bid Price Deficiency Letter stated tha

303、t,for the preceding 30 consecutivebusiness days,the Companys Class A Ordinary Shares did not meet the minimum closing bid price of$1 per share pursuant to the MinimumBid Price Rule.The Company has an initial compliance period of 180 calendar days,or until April 7,2025 to regain compliance with theMi

304、nimum Bid Price Rule.The Deficiency letter stated that if at any time the closing bid price of the Companys Class A Ordinary Shares is atleast$1 for a minimum of ten consecutive business days,Nasdaq will provide the Company written confirmation of compliance with thisrequirement,as applicable.On Feb

305、ruary 11,2025,the Company effected a 1-for-20 reverse stock split of its issued and unissued shares.Theeffect of the reverse stock split was to consolidate every 20 issued and unissued share into one share.On February 27,2025,the Companyreceived a notification letter from Nasdaq,indicating that the

306、closing bid price of the Companys securities had been at$1.00 per share orgreater for 10 consecutive business days from February 11,2025 to February 26,2025,and the Company had regained compliance with theMinimum Bid Price Rule.On May 24,2024,the Company received a deficiency letter(“MVLS Deficiency

307、 Letter”)from the Staff of Nasdaq notifying theCompany that,for the preceding 35 consecutive business days,the Class A Shares did not meet the minimum$50,000,000 Market Value ofListed Securities requirement(“MVLS Requirement”)for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2

308、)(A)(the“MVLS Requirement,”and the Companys non-compliance with this requirement,the“MVLS Deficiency”).In accordance with Nasdaq Rule5810(c)(3)(C),the Company has been provided an initial period of 180 calendar days,or until November 20,2024(the“Compliance Date”),toregain compliance with the MVLS Re

309、quirement.If,at any time before the Compliance Date,the MVLS for the Class A Shares is at least$50,000,000 for a minimum of ten consecutive business days,the Staff will provide the Company written confirmation of compliance with theMVLS Requirement.In the event the Company does not regain compliance

310、 with the above requirement prior to the expiration of the complianceperiod,it will receive written notification that its securities are subject to delisting.On May 24,2024,the Company received a deficiency letter(“MVPHS Deficiency Letter”)from the Staff of Nasdaq notifying theCompany that,for the p

311、receding 35 consecutive business days,the Companys Class A Ordinary Shares did not meet the minimum$15,000,000Market Value of Publicly Held Shares(“MVPHS”)requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(C)(the“MVPHS Requirement,”and the Companys non-compliance

312、 with this requirement,the“MVPHS Deficiency”).In accordance with NasdaqRule 5810(c)(3)(D),the Company has until the Compliance Date to regain compliance with the MVPHS Requirement.If,at any time before theCompliance Date,the MVPHS for the Class A Shares is at least$15,000,000 for a minimum of ten co

313、nsecutive business days,the Staff willprovide the Company written confirmation of compliance with the MVPHS Requirement.In the event the Company does not regain compliancewith the above requirement prior to the expiration of the compliance period,it will receive written notification that its securit

314、ies are subject todelisting.Alternatively,the Company may apply to transfer the Companys securities to The Nasdaq Capital Market.On November 21,2024,the Company received a notice from the Staff of Nasdaq notifying the Company that its securities are subjectto delisting due to the MVPHS Deficiency an

315、d MLVS Deficiency.The Company requested a hearing to appeal the delisting determinationbefore the Nasdaq Hearings Panel(the“Panel”)on November 27,2024.On November 29,2024,the Company received a formal notice fromNasdaq that the Panel will consider its appeal at an oral hearing on January 28,2025(the

316、“Hearing”).On February 19,2025,the Companyreceived written decision from the Panel,which granted an extension,allowing the Company additional time to regain compliance with theNasdaq Stock Markets(“Nasdaq”or the“Exchange”)continued listing requirements,subject to meeting specific compliance criteria

317、 withindesignated timeframes.On February 11,2025,the Company carried out a 1-for-20 reverse stock split of its issued and unissued shares.Theeffect of the reverse stock split was to consolidate every 20 issued and unissued share into one share.On February 27,2025,the Companyreceived a notification l

318、etter from Nasdaq,indicating that the closing bid price of the Companys securities had been at$1.00 per share orgreater for 10 consecutive business days from February 11,2025 to February 26,2025,and the Company had regained compliance with theminimum bid price rule.In addition,on February 27,2025,th

319、e Company received a confirmation from Nasdaq that its application to transfer itslisting to the Nasdaq Capital Market had been approved and that the Companys securities would be transferred to the Nasdaq Capital Market atthe opening of business on February 28,2025.182025/5/21 15:40sec.gov/Archives/

320、edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm29/168 Capitalization and Indebtedness Below is the Companys capitalization and indebtedness as of December 31,2024:US$Cash and Cash equivalents 4

321、57,740 EQUITY AND LIABILITIES Share capital 0 Subscription receivable (204,000)Additional paid-in capital 122,505 Accumulated deficit (985,994)Total capitalization (609,749)As ofDecember31,2024 US$Total Net Book Value (1,481,757)Total Share Outstanding*113,852 *The shares as presented have been adju

322、sted retrospectively for the Reverse Share Splits.Statements of indebtedness as of December 31,2024 US$Current liabilities Account payable 1,298,964 Accrued liabilities and other payables 500,729 Contract liabilities 63,489 Due to related parties 154,453 Operating lease liabilities,current 108,526 C

323、onvertible notes 82,447 Promissory note 500,000 Income tax payable 11,746 Total current liabilities 2,720,354 Non-current liabilities Lease liabilities,operating leases 10,231 Convertible notes 2,328,916 Total non-current liabilities 2,339,147 Total Indebtedness 5,059,501 192025/5/21 15:40sec.gov/Ar

324、chives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htmhttps:/www.sec.gov/Archives/edgar/data/1981662/000121390025045737/ea0242679-f1a2_newgen.htm30/168 Dilution The following information is presented as of December 31,2024:Existingshareholder 31/12/2024 Total comprehensive income att

325、ributable to the shareholders of the company$(498,480)Earning per share basic (13.2)-diluted (6.4)Weighted average shares outstanding Basic 35,811-Diluted 74,332 Subsequent to 2024 year end,the Company carried out 1-for-20 reverse stock split and a 1-for-10 reverse stock split of its issued anduniss

326、ued shares which was effected on February 11,2025 and May 5,2025,respectively.The shares above have been adjustedretrospectively for these reverse stock splits.Implications of being a“Foreign Private Issuer”We are subject to the information reporting requirements of the Exchange Act that are applica

327、ble to“foreign private issuers,”and underthose requirements,we file reports with the SEC.As a foreign private issuer,we are not subject to the same requirements that are imposed uponU.S.domestic issuers by the SEC.Under the Exchange Act,we are subject to reporting obligations that,in certain respect

328、s,are less detailed andless frequent than those of U.S.domestic reporting companies.For example,we are not required to issue quarterly reports,proxy statements thatcomply with the requirements applicable to U.S.domestic reporting companies or individual executive compensation information that is asd

329、etailed as that required of U.S.domestic reporting companies.We also have four months after the end of each fiscal year to file our annualreport with the SEC and are not required to file current reports as frequently or promptly as U.S.domestic reporting companies.Our officers,directors and principa

330、l shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swingprofit liability provisions contained in Section 16 of the Exchange Act.As a foreign private issuer,we are not subject to the requirements ofRegulation FD(Fair Disclosure)promulgat

331、ed under the Exchange Act.In addition,as a foreign private issuer,we are permitted to follow certainhome country corporate governance practices instead of those otherwise required under the rules of Nasdaq for domestic U.S.issuers and arenot required to be compliant with all Nasdaq rules as of the d

332、ate of our initial listing on Nasdaq as would domestic U.S.issuers.Theseexemptions and leniencies will reduce the frequency and scope of information and protections available to you in comparison to thoseapplicable to a U.S.domestic reporting company.We intend to take advantage of the exemptions ava

333、ilable to us as a foreign private issuer.Implications of Being a Controlled Company Our Chairman of the Board and the Chief Executive Officer,Mr.Wing Fung Alfred Siu and our Director and the Chief MarketingOfficer,Ms.Hei Yue Tina Fong,who are husband and wife,jointly owns voting power of 73.76%of our issued and outstanding ordinary shares.Therefore,Mr.Wing Fung Alfred Siu and Ms.Hei Yue Tina Fong,