As filed with U.S. Securities and Exchange Commission
on August 27, 2026.
Registration No. 333-298425
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lianhe Sowell International Group Ltd
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Cayman Islands |
|
7372 |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
15th Floor, Sannuo Smart Building,
No. 3388 Binhai Ave, Binhai Community,
Nanshan District, Shenzhen, China
Tel: +86-400-616-9629
(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
Telephone: (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Arila E. Zhou, Esq.
Anna J. Wang, Esq.
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, NY 10017
Tel: (212) 451-2942 |
|
Ross D. Carmel, Esq.
Shane Wu, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 26th floor
New York, NY 10036
Tel: 212-930-9700 |
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 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 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.
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Lianhe Sowell International Group Ltd (the “Registrant”)
is filing this Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form F-1 (Registration No. 333-298425),
as amended, initially filed on August 19, 2026 (the “Registration Statement”), as an exhibit-only filing, to file the Form
of Placement Agency Agreement as Exhibit 1.1, Form of Warrant as Exhibit 4.2, Form of Securities Purchase Agreement as Exhibit 10.6, to
replace the Opinion of Guang Dong Xinchu Law Firm filed as Exhibit 99.1 and to update the table in Part II - Item 7. Recent Sales of Unregistered
Securities for clarification purposes. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Part
II of the Registration Statement, the signature pages to the Registration Statement, and the exhibits being filed, and is not intended
to amend or delete any part of the Registration Statement except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
The Companies Act (Revised) of the Cayman Islands
does not limit the extent to which a company’s memorandum and 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 the consequences of committing a crime. Our Amended and Restated M&A of Association provide
that, to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and
any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the
execution or discharge of his duties, powers, authorities or discretions as a director or officer of our company, including without prejudice
to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise)
any civil proceedings concerning our company or its affairs in any court 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 his own dishonesty,
fraud, willful default, or willful neglect.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our 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.
The Company’s offer letter with each director
provides that the Company shall, to the maximum extent provided under applicable law, indemnify and hold harmless such director from and
against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, such director’s performance of
his or her duties, other than any such Losses incurred as a result of his or her negligence or willful misconduct. The Company shall advance
to such director any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding
to the maximum extent permitted by applicable law. Such costs and expenses incurred by such director in defense of any such proceeding
shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written
request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on such director’s behalf to repay the amounts
so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be
indemnified by the Company.
ITEM 7. RECENT
SALES OF UNREGISTERED SECURITIES.
In the past three years, we have issued the
following securities that were not registered under the Securities Act. 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 securities.
The transactions described below occurred prior
to the First Share Consolidation, which became effective on June 22, 2026. The numbers below reflect the actual number of securities issued
as of the applicable issuance date and do not reflect the First Share Consolidation.
| Name of Purchaser | |
Date of Issuance | |
Number of
Shares | | |
Consideration | |
| Lianyue Holding Limited | |
April 9, 2026 | |
| 2,000,000 | (1) | |
$ | 334,000 | |
| | |
November 7, 2025 | |
| 400,000 | (1) | |
$ | 40 | |
| | |
December 12, 2023 | |
| 15,034,964 | | |
$ | 1,503.4964 | |
| | |
July 26, 2023 | |
| 36 | | |
$ | 0.0036 | |
| Patton Holding Group Limited | |
November 7, 2025 | |
| 600,000 | (1) | |
$ | 60 | |
| | |
December 12, 2023 | |
| 4,179,946 | | |
$ | 417.9946 | |
| | |
July 26, 2023 | |
| 54 | | |
$ | 0.0054 | |
| Lianhe Holding Group Limited | |
December 12, 2023 | |
| 15,000,000 | | |
$ | 1,500 | |
| Pengxu Holding Limited | |
December 12, 2023 | |
| 2,494,995 | | |
| 249.4995 | |
| | |
July 26, 2023 | |
| 5 | | |
$ | 0.0005 | |
| Hezhong Holding Limited | |
December 12, 2023 | |
| 2,399,995 | | |
$ | 239.9995 | |
| | |
July 26, 2023 | |
| 5 | | |
$ | 0.0005 | |
| Centralpower Digital Technology Co., Ltd. | |
December 12, 2023 | |
| 1,500,000 | | |
$ | 150 | |
| Lianhe Digits Technology Holding Co., Ltd. | |
December 12, 2023 | |
| 2,295,000 | | |
$ | 229.5 | |
| Centraltec Intelligence Technology Co., Ltd. | |
December 12, 2023 | |
| 2,495,000 | | |
$ | 249.5 | |
| Lianyu Holding Group Limited | |
December 12, 2023 | |
| 1,850,000 | | |
$ | 185 | |
| Prosperlink Limited | |
December 12, 2023 | |
| 1,250,000 | | |
$ | 125 | |
| Alhambra Capital Limited | |
December 12, 2023 | |
| 1,500,000 | | |
$ | 150 | |
| (1) | Class B ordinary shares, which are convertible into Class A
ordinary shares on a one-for-one basis. |
The transaction described below occurred after the First Share Consolidation became effective on June 22, 2026.
| Name of Purchaser | |
Date of Issuance | |
Number of
Shares | | |
Consideration | |
| Lianyue Holding Limited | |
June 30, 2026 | |
| 2,400,000 | (1) | |
$ | 396,000 | |
| (1) | Class B ordinary shares, which are convertible into Class A
ordinary shares on a one-for-one basis. |
ITEM 8. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
Exhibits
Exhibit
Number |
|
Description |
| 1.1* |
|
Form of Placement Agency Agreement |
| 2.1^ |
|
Third Amended and Restated Memorandum and Articles of Association adopted on May 28, 2026(incorporated by reference to Exhibit 1.1 filed with the Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 13, 2026) |
| 4.1^ |
|
Registrant’s Specimen Certificate for Class A Ordinary Shares |
| 4.2* |
|
Form of Warrant |
| 5.1^ |
|
Opinion of Ogier |
| 5.2^ |
|
Opinion of Robinson & Cole LLP regarding the enforceability of the Warrant |
| 10.1^ |
|
Employment Agreement between Lianhe Sowell International Group Ltd and its CEO, Yue Zhu, dated December 12, 2023 |
| 10.2^ |
|
Employment Agreement between Lianhe Sowell International Group Ltd and its CFO, Tracy Chui-Kam Ng dated December 12, 2024 |
| 10.3^ |
|
Employment Agreement between Shenzhen Sowell Technology Development Company Limited and its CEO, Yue Zhu, dated April 1, 2023 |
| 10.4^ |
|
Share Subscription Agreement dated April 7, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited (Incorporated by reference to Report on Form 6-K filed with the SEC on April 15, 2026.) |
| 10.5^ |
|
Share Subscription Agreement dated June 30, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited (Incorporated by reference to Report on Form 6-K filed with the SEC on July 2, 2026.) |
| 10.6* |
|
Form of Securities Purchase Agreement |
| 14.1^ |
|
Code of Business Conduct and Ethics of the Registrant |
| 21.1^ |
|
Subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 filed with the Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 13, 2026) |
| 23.1^ |
|
Consent of WWC P.C., an independent registered public accounting firm |
| 23.2^ |
|
Consent of EliteCPA P.C., an independent registered public accounting firm |
| 23.3^ |
|
Consent of Ogier (included in Exhibit 5.1) |
| 23.4^ |
|
Consent of Robinson & Cole LLP (included in Exhibit 5.2) |
| 23.5^ |
|
Consent of Guangdong Xinchu Law Firm, PRC counsel to the Registrant (included in Exhibit 99.1) |
| 99.1* |
|
Opinion of Guangdong Xinchu Law Firm, PRC counsel to the Registrant, regarding certain PRC law matters |
| 107^ |
|
Filing Fee Table |
| 101.INS |
|
Inline XBRL Instance Document |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101) |
Financial Statement Schedules
Schedules have been omitted because the information
required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
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 under
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. | To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate Offering Price
set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and. |
| (iii) | To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; |
That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
To file a post-effective amendment to the Registration
Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout
a continuous offering, unless the registrant includes in the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements.
| 4. | For
the purpose of determining any liability under the Securities Act, 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. |
That, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
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 Shenzhen, PRC, on August 27, 2026.
| |
Lianhe Sowell International Group Ltd |
| |
|
| |
By: |
/s/ Yue Zhu |
| |
|
Name: |
Yue Zhu |
| |
|
Title: |
Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Yue Zhu |
|
Chief Executive Officer and Chairman |
|
August 27, 2026 |
| Name: Yue Zhu |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief Financial Officer |
|
August 27, 2026 |
| Name: Tracy Chui-Kam Ng |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
August 27, 2026 |
| Name: Yong Ling |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August 27, 2026 |
| Name: Chun Yu Leeds Chow |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August 27, 2026 |
| Name: Hoi Hin Wong |
|
|
|
|
|
*By: /s/Yue Zhu
Name: Yue Zhu
Title: Attorney-in-fact |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment
thereto in New York, NY, on August 27, 2026.
| |
U.S. AUTHORIZED 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. |
II-7
