As
filed with the U.S. Securities and Exchange Commission on February 23, 2026
Registration
No. 333-292111
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT NO. 3 TO
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Meiwu
Technology Company Limited
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
5961 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Translation
of Registrant’s
Name into English) |
|
(I.R.S.
Employer
Identification No.) |
Unit
304-3, No. 19, Wanghai Road, Siming District
Xiamen,
Fujian, People’s Republic of China, 361000
Telephone:
+86-755-85250400
(Address
and telephone number of principal executive offices)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
DE 19711
302-738-6680
(Name,
address including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joan
Wu, Esq.
Hunter
Taubman Fisher & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
Tel:
(212) 530-2208
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 that 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 this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Meiwu
Technology Company Limited is filing this Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form F-3 (Registration
No. 333-292111) (the “Registration Statement”) solely for the purpose of re-filing exhibit 23.1 to this Amendment No.
3 and amending and restating the exhibit index set forth in Part II of the Registration Statement.
No
changes have been made to the Registration Statement other than this explanatory note as well as changes to the cover page and Part II
of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement,
which remains unchanged from Amendment No. 2 to the Registration Statement filed on January 26, 2026, and consists only of the cover
page, this explanatory note and Part II of the Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers
The
BVI Act limits the extent to which a company articles of association may provide for indemnification of any persons, such indemnification
is, only permitted where the director acted honestly and in good faith and in what he believed to be in the best interests of the company,
and in the case of indemnification for criminal proceedings, the person has no reasonable cause to believe that the conduct was unlawful.
In addition, under common law, indemnification provisions may be void if held by the British Virgin Islands courts to be contrary to
public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our
currently effective Memorandum and Articles of Association provide that we shall indemnify our directors, against all expenses,
other than by reason of such indemnified person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs
in any court whether in the British Virgin Islands or elsewhere.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to 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
9. Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Form
of Underwriting Agreement** |
| 3.1 |
|
Memorandum and Articles of Association, currently in effect* |
| 4.1 |
|
Form
of Warrant** |
| 4.2 |
|
Form
of Warrant Agreement** |
| 4.3 |
|
Form
of Unit Agreement** |
| 4.4 |
|
Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any#** |
| 4.5 |
|
Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any#** |
| 4.6 |
|
Form
of debt securities, if any** |
| 5.1 |
|
Opinion of Conyers Dill & Pearman* |
| 23.1 |
|
Consent of Enrome LLP*** |
| 23.2 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1)* |
| 24.1 |
|
Power of Attorney* |
| 107 |
|
Filing Fee Table* |
| * |
Previously
Filed |
| ** |
To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934
and incorporated by reference in connection with the offering of securities to the extent required for any such offering. |
| *** |
Filed herein |
| # |
To
be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder. |
Item
10 Undertakings
| (a) |
The
undersigned registrant hereby undertakes: |
| (1) |
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)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| |
|
| (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. |
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
| (2) |
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. |
| |
|
| (3) |
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. |
| (4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
| (ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date. |
| (5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 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. |
| (b) |
That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement 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. |
| |
|
| (c) |
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 Securities and Exchange Commission 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-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Xiamen, China, on February 23, 2026, Eastern Standard Time.
| Meiwu
Technology Company Limited |
|
| |
|
|
| By: |
/s/
Zhichao Yang |
|
| Name: |
Zhichao
Yang |
|
| Title: |
Chief
Executive Officer |
|
Pursuant
to the requirements of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following
persons in the capacities and on the date indicated.
| Signature |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
Zhichao Yang |
|
Chief
Executive Officer and Director |
|
February
23, 2026 |
| Zhichao Yang |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Handy Wijaya |
|
Co-Chief
Executive Officer |
|
February
23, 2026 |
| Handy
Wijaya |
|
|
|
|
| |
|
|
|
|
| /s/
Zihao Liu |
|
Chief
Financial Officer |
|
February
23, 2026 |
| Zhihao Liu |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Changbin Xia |
|
Chairman |
|
February
23, 2026 |
| Changbin Xia |
|
|
|
|
| |
|
|
|
|
| /s/
Aiwei Luo |
|
Independent
Director |
|
February
23, 2026 |
| Aiwei Luo |
|
|
|
|
| |
|
|
|
|
| /s/
Hanwu Yang |
|
Independent
Director |
|
February
23, 2026 |
| Hanwu Yang |
|
|
|
|
| |
|
|
|
|
| /s/
Yan Siook Yi |
|
Independent
Director |
|
February
23, 2026 |
| Yan
Siook Yi |
|
|
|
|
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 America, has signed
this registration statement thereto in Newark, DE, on February 23, 2026.
| Authorized
U.S. Representative |
|
| Puglisi
& Associates |
|
| |
|
| By: |
/s/
Donald J. Puglisi |
|
| Name:
|
Donald
J. Puglisi |
|
| Title: |
Managing
Director Puglisi & Associates |
|
