As filed with the U.S. Securities and Exchange
Commission on October 17, 2025.
Registration
No. 333-289797
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Decent
Holding Inc.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation of Registrant’s name into English)
| Cayman
Islands |
|
9511 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification number) |
4th
Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue,
Laishan District, Yantai, Shandong Province
People’s Republic of China 264003
Telephone: +86 0535-5247776
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
William
S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Telephone: +1 212-588-0022 |
|
Mark
E. Crone, Esq.
Liang Shih, Esq.
Zhiqi “Camilla” Zheng, Esq.
The Crone Law Group, P.C.
420 Lexington Avenue, Suite 2446
New York, New York 10170
Telephone: +1 646-861-7891 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, 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 and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012. |
This registration statement shall hereafter become effective in
accordance with the provisions of section 8(a) of the Securities Act of 1933.
EXPLANATORY NOTE
This Amendment No. 2 to the registration statement
on Form F-1 (File No.: 333-289797) (the “Registration Statement”) is being filed solely for the purposes of (i) amending the
cover page hereto to replace the delaying amendment language pursuant to Section 8(a) of the Securities Act of 1933 and (ii) refiling exhibit
4.1 to the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note and the revised
version of the cover page of the Registration Statement. This Amendment No. 2 does not contain copies of the prospectus included in the
Registration Statement, which remains unchanged from Amendment No. 1 to the Registration Statement, filed on September 15, 2025.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against fraud or the consequences of committing a crime. Our amended and restated articles of association,
which will become effective upon or before completion of this offering, provide that, to the extent permitted by law, we shall indemnify
each existing or former secretary, director (including alternate director’s), and any of our other officers (including an investment
adviser or an administrator or liquidator) and their personal representatives against:
| (a) | all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director
(including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge
of the existing or former director’s (including alternate director), secretary’s or officer’s duties, powers, authorities
or discretions; and |
| (b) | without
limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including
alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative
proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands
or elsewhere. |
No
such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any
matter arising out of their own dishonesty.
To
the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any
legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of
any matter identified in the above on condition that the director (including alternate director), secretary or officer must repay the
amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the
secretary or that officer for those legal costs.
Pursuant
to our offer letters to directors and employment agreements with executive officers, we will agree to indemnify our directors and executive
officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such
a director or executive officer.
The
form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us
and our officers and directors.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM
7. RECENT SALES OF UNREGISTERED SECURITIES.
During
the past three years, we have issued the following unregistered securities. We believe that each of the following issuances was
exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions
not involving a public offering, or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore
transactions. No underwriters were involved in these issuances of ordinary shares.
The
Company’s previous authorized share capital was $50,000 divided into 500,000,000 Ordinary Shares, par value $0.0001 per
share. On January 6, 2022, the date of the incorporation of Decent Holding Inc., 1 Ordinary Share was issued with a par value
of US$0.0001 to Osiris International Cayman Limited and subsequently transferred to Decent Limited, a company incorporated in the
British Virgin Islands. On the same day, we further issued an aggregate of 15,000,000 Ordinary Shares to five
shareholders, including Decent Limited (holding 13,026,000 Ordinary Shares) that owns more than 5% of our issued and
outstanding ordinary shares, in connection with the incorporation of the Company pursuant to the exemptions from registration under
Regulation S and Section 4(a)(2) under the Securities Act regarding transactions not involving a public
offering.
On
July 31, 2023, Glacier Warrior International Limited and Glacier Warrior Holdings Limited transferred a total of 1,500,000 Ordinary
Shares to Decent Ecolo Limited, at the respective consideration of US$1.00 and US$1.00.
We
believe that the issuance described above was exempt from registration under the Securities Act in reliance on Regulation S under
the Securities Act regarding sales by an issuer in offshore transactions, or Section 4(a)(2) under the Securities Act regarding
transactions not involving a public offering. No underwriters were involved in these issuances of securities.
The
following table sets forth the breakdown of the shareholding of each shareholder prior to the initial public offering:
| Shareholders |
|
Number
of Ordinary Shares Issued |
| Decent
Limited |
|
13,026,000 Ordinary
Shares |
| Decent
Ecolo Limited |
|
1,902,000 Ordinary
Shares |
| Junrong
International Limited |
|
72,000 Ordinary Shares |
On
May 9, 2025, the Company convened its extraordinary general meeting of shareholders, during which the shareholders of the Company
approved, among other things, to adjust our authorized share capital and to adopt a dual-class share structure through reclassification
of our ordinary shares, consisting of Class A ordinary shares and Class B ordinary shares. As a result, (i) all 16,250,000 Ordinary
Shares issued and outstanding were reclassified into class A ordinary shares with a par value of US$0.0001 each, each having one (1) vote
per share and with other rights attached to it in the Second Amended and Restated Memorandum and Articles of Association on a one for
one basis; (ii) 5,000,000 ordinary shares issued and outstanding were reclassified into 5,000,000 class B ordinary shares with a
par value of US$0.0001 each, each having twenty (20) votes per share and with other rights attached to it in the Second Amended
and Restated Memorandum and Articles of Association on a one for one basis; and (iii) the remaining 483,750,000 authorized but unissued
ordinary shares were redesignated into Class A ordinary shares on a one for one basis. Concurrently, the shareholders approved for
the Company to redesignate, reclassify and repurchase 8,026,000 Class A ordinary shares and 5,000,000 Class B ordinary shares
registered in the name of Decent Limited.
ITEM
8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See
Exhibit Index beginning on page II-6 of this registration statement.
The
agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable
agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and
(i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to
the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality”
that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of
the applicable agreement or such other date or dates as may be specified in the agreement.
We
acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional
specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration
statement not misleading.
| b) | Financial
Statement Schedules |
Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial
statements or the notes thereto.
ITEM
9. UNDERTAKINGS.
The
undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The
undersigned registrant hereby undertakes that:
| (1) | For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective. |
| (2) | For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. |
| (3) | For
the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use. |
| (4) | For
the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Yantai, Shandong Province, China, on October 17, 2025.
| |
Decent Holding
Inc. |
| |
|
| |
By: |
/s/
Haicheng XU |
| |
Name: |
Haicheng XU |
| |
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints and each of them, his or her true
and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with
all schedules and exhibits thereto, (2) act on, sign and file such certificates, instruments, agreements and other documents as
may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this Registration
Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy
and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Dingxin SUN |
|
Chairman of the Board and Director |
|
October 17, 2025 |
| Name: |
Dingxin SUN |
|
|
|
|
| |
|
|
|
|
| /s/ Haicheng XU |
|
Chief Executive Officer |
|
October 17, 2025 |
| Name: |
Haicheng XU |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Francis Zhang |
|
Chief Financial Officer |
|
October 17, 2025 |
| Name: |
Francis ZHANG |
|
(principal financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/ Dingyan Sun |
|
Director |
|
October 17, 2025 |
| Name: |
Dingyan SUN |
|
|
|
|
| |
|
|
|
|
| /s/ Tao FENG |
|
Director |
|
October 17, 2025 |
| Name: |
Tao FENG |
|
|
|
|
| |
|
|
|
|
| /s/ Zijian TONG |
|
Director |
|
October 17, 2025 |
| Name: |
Zijian TONG |
|
|
|
|
| |
|
|
|
|
| /s/ Chun Yu Leeds CHOW |
|
Director |
|
October 17, 2025 |
| Name: |
Chun Yu Leeds CHOW |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of
Decent Holding Inc., has signed this registration statement or amendment thereto in New York on October 17, 2025.
| |
Authorized
U.S. Representative |
| |
|
| |
Cogency Global
Inc. |
| |
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President
on behalf of
Cogency Global Inc. |
Decent
Holding Inc.
EXHIBIT
INDEX
| Exhibit No. |
|
Description
of Exhibit |
| 1.1* |
|
Form
of Placement Agency Agreement |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Form 6-K, filed with the SEC on May 28, 2025) |
| 4.1+ |
|
Form of Warrant for this offering |
| 5.1* |
|
Opinion
of Maples and Calder (Hong Kong) LLP regarding the validity of the Class A Ordinary Shares being registered |
| 5.2* |
|
Opinion
of Ortoli Rosenstadt LLP regarding the enforceability of the warrants |
| 10.1 |
|
Employment Agreement between the Chief Executive Officer, Haicheng XU, and the Company (incorporated by reference to Exhibit 10.1 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.2 |
|
Employment Agreement between the Chief Financial Officer, Francis ZHANG, and the Company (incorporated by reference to Exhibit 10.2 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.3 |
|
Form of Director Offer Letter (incorporated by reference to Exhibit 10.3 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.4 |
|
English Translation of Office Rental Agreement between Shandong Dingxin Energy Saving Technology Group Co., LTD. and Decent China, dated April 1, 2023 (incorporated by reference to Exhibit 10.4 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.5 |
|
English Translation of Office Rental Agreement between Shandong Dingxin Energy Saving Technology Group Co., LTD. and Decent China, dated September 16, 2022 (incorporated by reference to Exhibit 10.5 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.6 |
|
Form of Purchase Contract by and between Decent China and supplier (incorporated by reference to Exhibit 10.6 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.7 |
|
Form of Sales Contract by and between Decent China and customer (incorporated by reference to Exhibit 10.7 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.8 |
|
Form of Project Contract by and between Decent China and customer (incorporated by reference to Exhibit 10.8 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 10.9* |
|
Form
of Securities Purchase Agreement |
| 10.10* |
|
Form
of Lock-Up Agreement |
| 14.1 |
|
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.5 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 14.2 |
|
Insider Trading Policy (incorporated by reference to Exhibit 14.2 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 14.3 |
|
Executive Compensation Recovery Policy (incorporated by reference to Exhibit 14.1 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 21.1 |
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 23.1+ |
|
Consent
of WWC, P.C. |
| 23.2* |
|
Consent
of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| 23.3* |
|
Consent
of Guantao Law Firm (included in Exhibit 99.4) |
| 99.1 |
|
Audit Committee Charter (incorporated by reference to Exhibit 99.2 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 99.2 |
|
Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 99.3 |
|
Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.4 to our registration statement on Form F-1 (File No. 333-282509), as amended, initially filed with the SEC on October 4, 2024) |
| 99.4* |
|
Opinion of Guantao Law
Firm regarding PRC law matters |
| 107* |
|
Filing Fee Table |
