As filed with the Securities and Exchange Commissionon May 19, 2023.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Advanced Biomed Inc.

(Exact name of registrant as specified in itscharter)

689-87 Xiaodong Road, Yongkang District

Tainan, Taiwan

Tel: 886-6-3121716

(Address, including zip code, and telephonenumber, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies of all communications to:

Approximate date of commencement of proposedsale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered onthis Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the followingbox: ☒

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant herebyamends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, actingpursuant to said Section 8(a), may determine.

The information inthis preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filedwith the SEC is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.

Subject to Completion,dated [    ], 2023

PRELIMINARY PROSPECTUS

Advanced Biomed Inc.

[ ]Shares of Common Stock

This prospectus relates tothe offer and sale of [ ] shares of common stock, par value $0.001 per share, of Advanced Biomed Inc. Prior to this offering,there has been no public market for our common stock. We have applied to list our common stock on the NASDAQ Capital Market under thesymbol “ADVB.” We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standardsfor listing on the NASDAQ Capital Market. We cannot guarantee that we will be successful in listing our common stock on the NASDAQ CapitalMarket; however, we will not complete this offering unless we are so listed.

Advanced Biomed Inc. (“Advanced Biomed”)is not an operating company but a holding company incorporated in the State of Nevada. Substantially all of the business operations areconducted in Taiwan by our Taiwan subsidiary and in the People’s Republic of China (“PRC” or “China”) byour PRC Subsidiaries. Shares of common stock offered in this offering are shares of a U.S. holding company, whichdoes not conduct operations. As used in this prospectus, “we,” “us,” “our” or “the Company”refers to Advanced Biomed, the U.S. holding company. While none of our PRC Subsidiaries operates with a variable interest entity (“VIE”)structure, the Chinese regulatory authorities could disallow our current operating structure, which would likely result in a materialchange in our operations and/or a material change in the value of the securities we are registering for sale, including that it couldcause the value of such securities to significantly decline or become worthless. See “Risk Factors — Changes in the policies,regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significantimpact upon our ability to operate profitably in the PRC.”; and “Risk Factors — The Chinese government may intervenein or influence our operations in the PRC at any time or may exert more control over offerings conducted overseas and/or foreign investmentin China-based issuers, which could result in a material change in our operations and and/or the value of the securities we are registeringfor sale.”

We face various legaland operational risks and uncertainties relating to our subsidiaries’ operations in China, and similar legal and operationalrisks and uncertainties also apply to our holding company in Hong Kong. Because a substantial part of our operations are conductedin China through our PRC Subsidiaries, the Chinese government may intervene or influence the operation of our PRC Subsidiaries andexercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operationsat any time, or may exert more control over securities offerings conducted overseas and/or foreign investment in China-basedissuers, which could result in a material change in operations of our PRC Subsidiaries and/or the value of our common stock.Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities to significantly decline or be worthless.

Recently, the PRC government initiated a series of regulatory actions andstatements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.As advised by our PRC counsel, AllBright Law Offices (“AllBright”), we do not believe that we are directly subject to theseregulatory actions or statements, as our PRC Subsidiaries do not have a VIE structure and their operations are not subject to cybersecurityreview requirements, or involve any type of restricted industry. Because these statements and regulatory actions are new, it is highlyuncertain how soon legislative or administrative rule making bodies in China will respond to them, or what existing or new laws or regulationswill be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our subsidiaries’daily business operations or ability to accept foreign investments and list on an U.S. exchange. In July 2021, the Cyberspace Administrationof China (“CAC”) opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation,and how companies collect, store, process and transfer data, among other things. On October 23, 2021, the Standing Committee of the NationalPeople’s Congress issued a discussion draft of the amended Anti-Monopoly Law, which proposes to increase the fines for illegal concentrationof business operators to “no more than ten percent of its last year’s sales revenue if the concentration of business operatorhas or may have an effect of excluding or limiting competition; or a fine of up to RMB 5 million if the concentration of businessoperator does not have an effect of excluding or limiting competition.” On December 24, 2021, nine government agencies jointly issuedthe Opinions on Promoting the Healthy and Sustainable Development of Platform Economy, which provides that, among others, monopolisticagreements, abuse of dominant market position and illegal concentration of business operators in the field of platform economy will bestrictly investigated and punished in accordance with the relevant laws. We do not hold a dominant market position in our product marketsand we have not entered into any monopolistic agreement. We have not received any inquiry from the relevant governmental authorities.On July 10, 2021, the CAC published a revised draft revision to the Cybersecurity Review Measures for public comment, or the Draft CybersecurityMeasures, and together with 12 other Chinese regulatory authorities, released the final version of the Revised Measures for CybersecurityReview, or the Revised Cybersecurity Measures, in December 2021, which took effect on February 15, 2022. Pursuant to the Revised CybersecurityMeasures, critical information infrastructure operators procuring network products and services and online platform operators carryingout data processing activities, which affect or may affect national security, shall conduct a cybersecurity review pursuant to the provisionstherein. In addition, online platform operators possessing personal information of more than one million users seeking to be listed onforeign stock markets must apply for a cybersecurity review. Further, an expert interpretation of the Revised Cybersecurity Measures publishedat the CAC’s website on February 17, 2022 indicated no application review is required for operators that have been listed abroadbefore the implementation of the Revised Cybersecurity Measures. The Revised Cybersecurity Measures apply to companies going abroad forsecondary listing, dual primary listing and other new foreign listings and subject to the reporting requirements. On November 14, 2021,the CAC published the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security AdministrationDraft”), which provides that data processing operators engaging in data processing activities that affect or may affect nationalsecurity must be subject to cybersecurity review by the relevant Cyberspace Administration of the PRC. As advised by AllBright, we donot believe that we are an “online platform operator” within the meaning of the Revised Cybersecurity Measures, and, we currentlydo not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’personal information in the foreseeable future. In addition, we are also not subject to Security Administration Draft if the SecurityAdministration Draft are enacted as proposed, since we currently do not collect data that affects or may affect national security andwe do not anticipate that we will be collecting data that affects or may affect national security in the foreseeable future.

On December 24,2021, China Securities Regulatory Commission (the “CSRC”) issued the Administrative Provisions of theState Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft AdministrativeProvisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises(Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Overseas Listing Rules. On February 17,2023, the CSRC released Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies withfive interpretive guidelines (the “Trial Measures”) which came into effect on March 31, 2023. Pursuant to the TrialMeasures, a PRC domestic company that seeks to offer and list securities in overseas markets, either in direct or indirect overseasoffering, shall fulfill the filing procedure with the CSRC as per requirement of the Trial Measures, submit relevant materials thatcontain a filing report and a legal opinion, and provide truthful, accurate and complete information on the shareholder and etc.Direct overseas offering and listing by domestic companies refers to such overseas offering and listing by a joint-stock companyincorporated domestically. Any overseas offering and listing made by an issuer that meets both the following conditions will bedetermined as indirect offering and listing in overseas market and, therefore, be subject to filing requirement: (i) 50% or more ofthe issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financialstatements for the most recent accounting year is accounted for by domestic companies; and (ii) the main parts of the issuer’sbusiness activities are conducted in the Mainland China, or its main places of business are located in the Mainland China, or thesenior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in the Mainland China.The determination as to whether or not an overseas offering and listing by domestic companies is indirect, shall be made onsubstance over form basis. As of the date of this prospectus, we meet the conditions that will be determined as indirect offeringand listing in overseas market and, based on AllBright’s advice, we are subject to filing requirement pursuant to the TrialMeasures, and, this offering and our listing on Nasdaq are therefore contingent on the completion of the filing procedures with theCSRC prior to our listing on Nasdaq. As we are required to file with the CSRC before the completion of this offering and may berequired to obtain approval from any other PRC governmental authorities, if we cannot complete the filing with the CSRC incompliance with the Trial Measures prior to our listing on Nasdaq, the CSRC may order rectification, issue warnings, and impose afine between RMB 1 million and RMB 10 million on our PRC Subsidiaries, which could adversely and materially affect our businessoperations and financial outlook, and significantly limit or completely hinder our ability to offer or continue to offer ourordinary shares to investors and could cause the value of our ordinary shares to significantly decline or such shares to becomeworthless.

As of the date of thisprospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreigninvestments, or continue to list on a U.S. or other foreign exchange; however, if (i) we inadvertently conclude that permissions orapprovals are not required from applicable PRC authorities, (ii) applicable laws, regulations, or interpretations change, and we arerequired to obtain such permissions or approvals in the future, or (iii) we fail to file or were denied permission from the PRCauthorities to this offering, any follow-up offerings or transactions, our ability to conduct our business may be materiallyimpacted, and we will not be able to continue listing on any U.S. exchange, continue to offer securities to investors, the interestof the investors may be materially adversely affected and our ordinary shares may significantly decrease in value or becomeworthless. To date, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which couldmaterially and adversely impact our business and financial outlook and may impact our ability to accept foreign investments, orcontinue to list on a U.S. or other foreign exchange. See “Risk Factors — The Chinese government may intervene in orinfluence our operations in the PRC at any time or may exert more control over offerings conducted overseas and/or foreigninvestment in China-based issuers, which could result in a material change in our operations and and/or the value of the securitieswe are registering for sale”; “Risk Factors — If the Chinese government chooses to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securitiesto significantly decline or be worthless”; and “Risk Factors — The M&A Rules and certain PRC regulations maymake it more difficult for us to pursue growth through acquisitions.”

Transfers of Cash to and from Our Subsidiaries

Cash may be transferredwithin our organization in the following manners: (i) Advanced Biomed may transfer funds to our subsidiaries, including our PRCSubsidiaries, by way of capital contributions or loans, through intermediate holding subsidiaries or otherwise; (ii) we and ourintermediate holding subsidiaries may provide loans to our operating subsidiaries and vice versa; and (iii) our subsidiaries,including our PRC Subsidiaries, may make dividends or other distributions to us through intermediate holding companies or otherwise.As of the date of this prospectus, Advanced Biomed made seven capital contributions to Advanced Biomed Taiwan and Advanced BiomedHong Kong to support their research and development.

Other than the transfersin the table above, we have not made any distribution of dividends or assets, cash transfers, capital contributions or loans among theholding company or any of our subsidiaries. Any loans from us or our holding subsidiaries outside of China to our PRC Subsidiaries, whichare treated as foreign-invested enterprises (“FIEs”) under PRC law, are subject to PRC regulations and foreign exchange loanregistrations. Such loans to our FIE subsidiaries to finance their activities must be registered with the State Administration of ForeignExchange (“SAFE”) or its local counterparts. Funds are transferred among our PRC Subsidiaries for working capital purposes,primarily between Shanghai Sglcell Biotech Co., Ltd and its operating subsidiaries. As advised by AllBright Law Offices, our PRC counsel,PRC laws, regulations and judicial interpretations thereof do not prohibit using cash generated from one subsidiary to fund another subsidiary’soperations by way of short term interest free loans. We have not been notified of any other restriction which could limit our PRC Subsidiaries’ability to transfer cash to other PRC Subsidiaries. In the future, cash proceeds raised from overseas financing activities, includingthis offering, may be transferred by us to our Taiwan and Hong Kong subsidiaries and PRC Subsidiaries via capital contributions or shareholderloans. As of the date of this prospectus, Advanced Biomed has not made dividend or other distributions to our shareholders. AdvancedBiomed may pay dividends to our shareholders subject to our ability to service our debts as they become due and provided that our assetswill exceed our liabilities after the payment of such dividends. As a holding company, Advanced Biomed may rely on dividends and otherdistributions on equity paid by our subsidiaries for our cash and liquidity requirements, including payment of any debt we may incuroutside of China and our expenses. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governingsuch debt may restrict their ability to pay dividends to us. To the extent cash or assets in the business is in the PRC or a PRC subsidiary,the cash or assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the impositionof restrictions and limitations on our or our subsidiaries’ ability by the PRC government to transfer cash or assets or distributeearnings within our group or to U.S. investors. PRC laws and regulations applicable to our PRC Subsidiaries permit payments of dividendsonly out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations. Our PRC Subsidiariesmay pay dividends only out of their respective accumulated after-tax profits as determined in accordance with PRC accounting standardsand regulations. In addition, our subsidiaries are required to set aside at least 10% of its accumulated after-tax profits each year,if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches 50% of its registered capital. At itsdiscretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits to discretionary funds. These reserve fundsand discretionary funds are not distributable as cash dividends. Furthermore, dividends paid by our PRC Subsidiaries to their parentcompanies will be subject to a 10% withholding tax, which can be reduced to 5% if certain requirements are met. The PRC government alsoimposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we mayexperience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment ofdividends from our profits, if any, or transfer cash within our group, across border, or to U.S. investors. Additionally, current Taiwanregulations only permit our Taiwan subsidiary to pay dividends to its shareholders out of its accumulated profits, and Advanced BiomedTaiwan must set aside at least 10% of its accumulated profits each year and use it to make up previous losses, if any. The statutoryreserve cannot be distributed as cash dividends. As of the date of this prospectus, no dividends, transfers, or distributions have beenmade within our group or to shareholders. We presently intend to retain all earnings to fund our operations and business expansions andhave no plan to distribute earnings to shareholders. We do not anticipate paying dividends or other distributions to our shareholders,including U.S. investors, in the foreseeable future. See the relevant discussions in “Risk Factors — Risks Related to DoingBusiness in China” on page 34; “Risk Factors — PRC regulation on loans to, and direct investment in, PRC entities byoffshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additionalcapital contributions to our PRC Subsidiaries” on page 38; “Risk Factors — Our PRC Subsidiaries are subject to restrictionson paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements in the future”on page 38; “Risk Factors — Payment of dividends is subject to restrictions under Nevada and the PRC laws” on page43; and “Risk Factors — Advanced Biomed Taiwan is subjectto restrictions on paying dividend or making other payments to us, which may restrict our ability to satisfy its liquidity requirements”on page 37.”

Ourcommon stock may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding ForeignCompanies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determinesit is unable to inspect or investigate completely our auditors for three consecutive years beginning in 2021. Further, on June 22, 2021,the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”). If the AHFCAA is enacted intolaw, it would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges ifits auditor is not subject to PCAOB inspections or complete investigations for two consecutive years instead of three. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “ConsolidatedAppropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things,an identical provision to HFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitionsunder the HFCAA from three years to two. Pursuant to theHFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB is unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by the authorities in thosejurisdictions. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject tothese determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol Agreement with the CSRC and the Ministry of Finance(the “MOF”) of the PRC governing inspections and investigations of audit firms based in China or Hong Kong. On December 15,2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect andinvestigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinationsto the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a resultof positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations underthe HFCAA as and when appropriate. Our auditor, WWC, P.C., is headquartered in California and, as a PCAOB-registered public accountingfirm, is required to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards.WWC, P.C. has been subject to PCAOB inspections and is not among the PCAOB-registered public accounting firms headquartered in the PRCor Hong Kong that are subject to PCAOB’s determination of having been unable to inspect or investigate completely. Notwithstandingthe foregoing, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, if there is any regulatorychange or step taken by PRC regulators that does not permit WWC, P.C. to provide audit documentations located in China or Hong Kong tothe PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, asthe same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completelyinspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB fromregularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financialstatements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capitalmarkets, and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets,may be prohibited under the HFCAA and our securities may be delisted by an exchange. See “Risk Factors — Recent joint statementby the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and morestringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S.auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offeringsof our securities in the U.S.”

We are an “emerging growthcompany” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our securities involves a high degreeof risk. See “Risk Factors” beginning on page 18.

(1)  We have agreed to pay the underwritersa commission equal to 5.5% of the gross proceeds of the offering. We will also pay to the representative of the underwriters a non-accountableexpense allowance equal to 1% of the gross proceeds of the offering. We have also agreed to reimburse certain accountable expenses tothe representative, including the representative’s legal fees, background check expenses and other expenses related to the offering,up to $200,000.

(2) We have also agreed to issue to theunderwriters warrants to purchase [ ] shares of common stock (equal to 1% of the shares sold in this offering), at a per shareexercise price equal to 150% of the per share offering price. The underwriter warrants are exercisable at any time and from time totime, in whole or in part, during the four and a half year period commencing six months following the date of commencement of salesof this offering. For a description of other terms of the underwriter warrants and other compensation to be received by theunderwriters, see “Underwriting” beginning on page 108.

(3) Excludes fees and expenses payable to therepresentative. The maximum amount of the representative’s expenses that we are required to reimburse related to this offering isset forth in the section entitled “Underwriting.”

(4) Assumes that the underwriters do not exerciseany portion of their over-allotment option as described below.

This offering is being conducted on a firm commitmentbasis. The underwriters are obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. Theunderwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option to purchase additionalshares of common stock.

We have granted a 45-day option to the underwritersto purchase up to [ ] additional shares of common stock (equal to 15% of the shares sold in the offering) at the same offering price tocover over-allotments, if any.

Neither the Securities and Exchange Commissionnor any other regulatory body has approved or disapproved these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Sharesto purchasers on or about           , 2023.

The date of this prospectus is       ,2023

TABLE OF CONTENTS

Through and including           ,2023 (25 days after the commencement of this offering), all dealers effecting transaction in these securities, whether or not participatingin this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to delivera prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

MARKET, INDUSTRY AND OTHER DATA

About this Prospectus

You should rely only on the information containedin this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not,authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any relatedfree writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of,any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securitiesin any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of thedate of this prospectus, regardless of the time of delivery of this prospectus and any sale of our common stock. Our business, financialcondition, results of operations and prospects may have changed since that date.

For investors outside of the United States: Neitherwe nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus orany free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purposeis required, other than in the United States. Persons outside of the United States who come into possession of this prospectus and anyfree writing prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of thisprospectus outside of the United States. See “Underwriting— Offer restrictions outside the United States” on page 109.

Industry and Market Data

This prospectus includes estimates regarding marketand industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including ourgeneral expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experiencein the markets in which we operate, together with currently available information obtained from various third-party sources, includingpublicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and othercontacts in the markets in which we operate. Some data is also based on our good faith estimates. The industry in which we operate issubject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “RiskFactors.” These and other factors could cause results to differ materially from those expressed in these publications.

PROSPECTUS SUMMARY

This summary contains basic information aboutus and the offering contained elsewhere in this prospectus. Because it is a summary, it does not contain all the information that youshould consider before investing in our securities. You should read and carefully consider the entire prospectus before making an investmentdecision, especially the information presented under the headings “Risk Factors,” “Cautionary Note Regarding Forward-LookingStatements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and all otherinformation included in this prospectus in its entirety before you decide whether to purchase any shares offered by this prospectus.

Unless the context requires otherwise, thewords “we,” “us,” “our,” “our company,” “the Company,” and “AdvancedBiomed” refer to Advanced Biomed Inc., a holding company incorporated in the State of Nevada.

Our Company

Our Mission

We are committed to the application research of integrating semiconductortechnology and biotechnology. Through the enrichment, capture, and identification of circulating tumor cells and related tumor markercells in the field of liquid biopsy, we aim to provide cancer patients with rapid and affordable assay products and services. These servicesinclude early screening and detection, diagnosis and staging, treatment selection, and patient outcome interventions for cancer.

Overview

We are a holding company incorporatedin the State of Nevada. We operate through Advanced Biomed Inc. (Taiwan) (“Advanced Biomed Taiwan”) and Advanced Biomed HKLimited (“Advanced Biomed HK”). Advanced Biomed Taiwan is responsible for the main operation and the design and developmentof the company's primary technologies and products. Since our establishment in 2014, we have been focusing on the integration of multipleinterdisciplinary technologies and established our own microfluidic technology platform. Utilizing the physical and molecular biologicalcharacteristics of tumor cells, we have developed various advanced and original research through the joint application of semiconductortechnology and biotechnology. This includes complex precision structures, dielectric detection, functional microfluidic biochips, microfluidicintegrated semiconductor sensors, related application modules, and key components of medical testing equipment. We have also developeda series of medical testing equipment and related products by integrating various functions of microfluidic modules, automation software,and hardware. Our technologies and products can be used for early screening and detection, diagnosis and staging, and treatment of cancerthrough the detection of circulating tumor cells and related tumor markers in blood samples, capture of single circulating tumor cells,and single-cell sorting and determination. These products provide assistance in treatment selection and patient prognosis interventiononce the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized operation company, mainly responsiblefor market operation and management in China, localized production, product registration, and future local market sales of our productsin accordance with relevant local regulations in China. In the future, we will also establish operation centers in countries and regionsin North America and Europe.

Our devices, A⁺Pre,AC-1000, A⁺CellScan, and A⁺SCDrop, and three corresponding microfluidic biochips, A⁺Pre Chip and AC-1000CTC Enrichment Chip and A⁺CellScan Chip, are designed to provide rapid and affordable assay products and services to cancerpatients. Among them, A⁺Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separationand enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A+CellScan is mainlyused for fluorescent labeling and automatic scanning judgment of targeted cells while A+SCDrop preserves the original viability of singlecells.

Additionally, we have finishedthe research and development stage for four matching immunostaining kits, A⁺CTCE, A⁺CTCM, A⁺EMT and A⁺CM,and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of differentcolors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can beobserved through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determinedaccordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A⁺CTCEkit is mainly used to identify epithelial circulating tumor cells, the A⁺CTCM kit is used to identify mesenchymal circulatingtumor cells, the A⁺EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A⁺CMkit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).

We also developed a product forearly screening of lung cancer, the A⁺LCGuard Lung Cancer Early Screening Kit (“A⁺LCGuard”), which isused to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the research,design, and development of A⁺LCGuard. A⁺LCGuard is a Class III medical device and is required to conduct clinicaltrials before completing the registration process. We plan to start A⁺LCGuard’s clinical trials in June 2023, which areexpected to be completed in the second half of 2024, and the registration declaration will be made afterwards.

All of our products must go throughthree steps to receive the required clearance from the National Medical Products Administration of China (“NMPA”) before theycan be sold to customers. The three steps are research and development, registration application, and registration review, which mustbe done in that order. At the registration application stage, we have to assemble all the required application materials, complete clinicaltrials (if required by NMPA), and work with an NMPA accredited third-party organization to examine our products in accordance with NMPArules. NMPA will review our application during the registration review period and may request additional information before officiallyapproving or denying our applications. Currently, A⁺Pre and AC-1000 and their corresponding chips have been cleared by theNMPA; the four matching immunostaining kits and A⁺SCDrop are at the registration application stage; A⁺CellScan,A⁺CellScan Chip, and A⁺LCGuard are ready to start their registration applications. As of the date of this prospectus,we have not applied for similar clearances from other jurisdictions.

We participated in a scientificresearch project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to testA⁺Pre, AC-1000 and A⁺LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patientswith nodular changes or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imagingstudies. 7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physicalexamination (for healthy individuals), and A⁺Pre, AC-1000, and A⁺LCGuard kits were used to determine whether therewere circulating tumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination resultsof the tested individuals were compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity,which provides the research and development basis for our products. Specifically, A⁺Pre and AC-1000 were at the research anddevelopment stage, and we completed their effectiveness and performance indicators testing through this project. At the same time, A⁺LCGuardfinished its feasibility and functional verification testing. All three products were tested together throughout the entire project.

All of our products must be approvedby applicable regulatory authorities before being sold to customers. A⁺Pre and A⁺CellScan can work with third-partyproducts to achieve their designed objectives. AC-1000 and A⁺SCDrop may be used together with other devices according to differentapplication scenarios below. For the A⁺LCGuard early screening kit, it has to be used in combination with A⁺Preand AC-1000. Our four staining kits, A⁺CTCE, A⁺CM, A⁺CTCM, and A⁺EMT, can be used independentlyor with third-party products. A⁺Pre, AC-1000, and A⁺CellScan require the use of our supporting microfluidic chips.

Due to the different regulatoryrequirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries,it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulationsbefore engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketingand sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so thatproducts and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the earlytumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in thefuture, we have adopted the operation model of centralized research and development and localized management. We have started the registration process with the NMPA in China for all of our products. Later on, the Company may establish subsidiariesin the United States and Europe to produce products and carry out product registration. To achieve that, our products must be clearedby the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeennemarking (“CE marking”) from competent authority in each European Union member state.

We are looking for suitable locationsin the states of California and Washington for our planned expansion to the North America market. We aim to complete site selection andpersonnel recruitment in the United States by the end of 2023 and start product registration, testing and production in 2024. Our US subsidiarywill be responsible for the production and registration of our equipment and related products in the US. Production, testing, and clinicaltrials in our US market will be conducted in accordance with US regulations, and clinical data from trials conducted in China will notbe used to establish product standards. In addition, we also plan to break into the European market by establishing a United Kingdom subsidiary,which is expected to start its operation in 2024, and conduct localized management and operations in accordance with European regulations.In 2025, we will start the localized registration of our IVD products in Europe. As of the date of this prospectus, we have not conductedany clinical trials for our products.

However, as of the date of thisprospectus, we have not commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generatingproduct candidates until we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvalsfor candidate products. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device andproduct approvals or provide product service on time. We expect to be in a state of continuous loss for the next two to three years.

Market Opportunities

The early cancer detection market has huge potential. Early tumor screeningand related diagnosis are the most active directions in the industry. According to Grand View Research, Inc.’s market analysis report,Liquid Biopsy Market Size, Share & Trends Analysis Report, the global liquid biopsy market size was valued at USD 7,028.10 millionin 2020 and is anticipated to grow at a CAGR of 13.5% during the forecast period, resulting in sales worth USD 19,345.99 million in 2028.It is a revolutionary technique that has created various opportunities that were previously unexplored. It aids in detection and isolationof circulating tumor DNA, exosomes, and circulating tumor cells and is a source of proteomics and genomics information in cancer patients.It is an easy, rapid, and minimally invasive test for cancer genetic status based on circulating tumor cells, circulating tumor DNA, andother tumor-derived substances in blood plasma samples. Rapid development in digital Polymerase Chain Reaction (PCR) and NGS-based technologyhas improved accuracy of liquid biopsy. It can be performed repeatedly for disease monitoring and is anticipated to help overcome limitationsof tissue biopsies. It is worth noting that these are estimates of the global market, and we intend to initially focus on developingour cancer screening market in China and plan to expand our operations to other markets in the following years.

Our Oncology Detection Solutions

The current market uses positiveantibody-labeling selection to capture CTCs out of the blood by a specific epithelial cell adhesion molecule (EpCAM). This method coulddetect tumor cells in the patient’s blood for diagnosing lung, prostate, pancreatic, and breast cancers. However, this technologycosts approximately $1,000 per chip, and the processing time per patient is up to 12 hours. Besides, antibody-based methods such as immunomagneticmethods are highly dependent on antigen expression of CTC. Some CTCs may show low or no EpCAM expression on the cell membrane, and thuscannot be effectively captured using the proposed biomarkers and makes it difficult to detect cancer in the early stage. More importantly,the capture of dying or dead CTCs cannot provide meaningful information to doctors for diagnosis or treatment.

Our products use pure physicalmechanisms (antigen-independent) and can effectively enrich and detect the CTCs with high or low antigen expressions with high viability.Among them, A⁺Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation andenrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A⁺CellScanis mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A⁺SCDrop preserves the originalviability of single cells.

For three corresponding microfluidicbiochips, A⁺Pre Chip and AC-1000 CTC Enrichment Chip have been cleared by NMPA and can be mass-produced and sold to customers.A⁺CellScan Chip is expected to start the registration application by the end of 2023. The A⁺CellScan Chip and A⁺CellScanwill enrich our product chain by upgrading our immunochromogenic kits to tumor cell assay equipment. Specifically, A⁺CellScan,together with A⁺Pre and AC-1000, can serve as a liquid biopsy IVD product to accelerate downstream assay and reduce the amountof labor required for assaying tumor cells.

We use our own product featurescombined with different application scenarios to achieve the corresponding work objectives. To identify CTCs in liquid biopsy, blood samplesare first diluted through equipment A⁺Pre, then AC-1000 is used to separate and enrich circulating tumor cells, and then theobtained cells are stained for identification and counting. We have been cleared by NMPA to provide this service to customers in Chinaand plan to do so once our matching immunostaining kits pass the NMPA’s registration review. The counting of circulating tumor cellscan provide auxiliary reference for clinical diagnosis, treatment evaluation, prognosis evaluation, recurrence, and metastasis detection,etc. In the future, we can also use our A⁺LCGuard early screening kit combined with two devices, A⁺Pre and AC-1000,for early screening of lung cancer. In addition, we use A⁺SCDrop together with A⁺Pre and AC-1000 to complete thecapture of a single circulating tumor cell, which retains the original activity of the cell and can provide high-purity, high-activitytumor cells for relevant clinical applications. It can be applied to various applications such as single-cell sequencing, whole gene sequencing,protein sequencing, new drug development, cancer biomarker research, individualized diagnosis, and individualized drug sensitivity testing.The above product applications need to be approved by the local regulatory authorities before they can be provided to customers.

Commercialization Preparation

We are committed to the developmentof microfluidic chips, reagents and detectors for capturing circulating tumor cells in blood. We have integrated various complex precisionstructures, dielectric detection and functional microfluidic biochips. Our devices include a variety of expensive semiconductor manufacturingand precision micro-manufacturing related equipment. We signed a research project equipment use contract with Taiwan Semiconductor ResearchInstitute of National Applied Research Laboratories (“TSRI”) and used their semiconductor manufacturing equipment and precisionmicro-nano processing equipment for chip technology research and development such as concept presentation of each R&D process, cross-scalecomposite structure production, rapid wafer trial production, material testing, and thin film production.

As for the designed microfluidicdetector, since 2020, we have developed various functional microfluidic biomedical testing devices for microfluidic modules, automationsoftware, and hardware. We also designed, manufactured and processed an increasing number of key components of our testing devices. Allof our products must go through three steps to receive the required clearance from the National Medical Products Administration of China(“NMPA”) before they can be sold to customers. The three steps are research and development, registration application, andregistration review, which must be done in that order. At the registration application stage, we have to assemble all the required applicationmaterials, complete clinical trials (if required by NMPA), and work with an NMPA accredited third-party organization to examine our productsin accordance with NMPA rules. NMPA will review our application during the registration review period and may request additional informationbefore officially approving or denying our applications. Currently, A⁺Pre and AC-1000 and their corresponding chips have beencleared by the NMPA; A⁺SCDrop, A⁺CellScan, A⁺CellScan Chip, and A⁺LCGuard are at the registrationapplication stage; the four matching immunostaining kits are under registration review. As of the date of this prospectus, we have notapplied for similar clearances from other jurisdictions. 

Although none of the chips hasbeen mass produced as of the date of this prospectus, we have been cooperating with the injection molding machine manufacturer Riva andthe mold manufacturer Unimold to conduct mass production trial test for our A⁺Pre Chip and AC-1000 Enrichment Chip. Duringthe mass production trial test, we examine the following factors:

A Chip is ready for mass-productionif each individual production line can produce at least 2,500 pieces per month and pass the quality control examination. To pass the qualitycontrol examination, one chip out of every 48 chips will be randomly selected for verification and must meet all the specifications.

Riva is a mold manufacturing andinjection molding machine manufacturer. We have purchased a Riva injection molding machine at the end of October 2022 and completed themass production trial test for AC-1000 chips, and the production samples met our product specifications. The special structure mold corewe made combined with the Riva injection molding machine has repeatedly produced hundreds of pieces of AC-1000 chips. The quality of theproducts is consistent and meet the product specifications of the microstructure characteristics. The operation on the equipment has achievedthe expected efficiency and cell enrichment efficiency. Each equipment is expected to produce 2,000 pieces AC-1000 chips per month.

Unimold is a mold manufacturer and an ISO9001 plasticinjection molding foundry. We cooperate with Unimold to embed our specially manufactured mold core for A+Pre Chip into the mold cavity,which will be employed at our future production facility. Although there is no formal cooperation agreement between Unimold and us, Unimoldproduces custom-made molds for us on a make-to-order basis. Each time, we first discuss the mold specification with a Unimold representative,then receive an offer from Unimold with the price, and Unimold will produce the customized mold for us to test. To protect our intellectualproperty, Unimold and us entered into a Non-Disclosure Agreement (the “NDA”) with a term of three years. The NDA prohibitsboth parties from disclosing confidential information without authorization and hiring the other party’s employees during the termof the NDA or within two years of the termination of the NDA. The NDA is governed by the laws of Taiwan, and any disputes arising fromthe NDA must be resolved before Taiwan Tainan District Court. The chips produced by Unimold’s mold have met the specifications setby us, and a batch of small-scale trial production of 5,000 pieces was carried out in October 2022. Our A⁺Pre is operatingto expected efficacy and performance specifications using the in-house produced A⁺Pre Chip. One injection-type production equipmentis expected to produce 50,000 pieces of A⁺Pre Chip per month.

Our Platform

We have built our microfluidictechnology platform to integrate research and development, design, and manufacture of biochips and microfluidic chips. The platform combinesour patented chip technology and will enable localized operations of a variety of microfluidic chips, biosensors made by semiconductorfabrication technology, and integrated application patented technology. Each geographic territory will establish clean rooms for chipproduction in compliance with local regulations to meet local market demand. While performing its designed duties, our microfluidic technologyplatform can provide customized services to third parties for a fee. We envision providing services such as OEM production of microfluidicchips, micro-electromechanical components, biochips, sensors, and other components, customized product design, and commissioned developmentand research services to customers. Different from the general IC wafer OEM production, our production is based on our micro-nano manufacturingtechnology platform developed by professionals in various fields that integrates cross-field knowledge, including Micro Electro MechanicalSystems (MEMS), lithography-assisted micromachining (LIGA), semiconductor process, and soft materials such as silicone gel and polydimethylsiloxane.We boast the ability to develop, design, and manufacture micro-electromechanical components and sensors, including three-dimensional microstructuresor micro-optical-electromechanical integrated components. The material of the microstructure can be multi-layer stacking of alloys andinsulating materials, which may be used in a wide range of fields, such as pressure or environment detection, MEMS oscillators, opticalactuators, biomedical components, passive components, silicon optical integration platforms, and microfluidic structures. 

The platform integrates our AC-1000and A⁺SCDrop devices. Our rare cell enrichment device AC-1000 integrates the A⁺Pre chip and AC-1000 CTC enrichmentchip. AC-1000 uses semiconductor nano ultra-sensitive biosensors and patented microfluidic chip technology to isolate rare cells withcomplete cell activity. It has great potential to be applied to routine liquid biopsy and companion diagnosis in the future. AC-1000 cansatisfy different applications with corresponding special chip products. Our products also have the potential to provide application servicesin tumor screening, auxiliary diagnosis, treatment evaluation, prognosis evaluation, recurrence and metastasis detection, individualizedmedication guidance, and companion diagnosis. In terms of tumor screening, we have developed a complete set of service models for earlyscreening of lung cancer, and plan to conduct large-scale clinical trials in June 2023. Our application services for the identificationof CTCs have matured, and the identification of CTCs can be used for tumor screening, auxiliary diagnosis, and treatment evaluation, etc.Our CTCs single cell capture device A⁺SCDrop is used in combination with A⁺Pre and AC-1000. It preserves the originalactivity of single cells and polymer microfluidic chips combined with cell dielectric sensing technology. With the technical advantagescombined with our IVD kit products, A⁺SCDrop can be used in a variety of applications, such as single-cell sequencing, wholegene sequencing, protein sequencing, new drug development, cancer biomarker research, individualized diagnosis, individualized drug susceptibilitytesting, and other aspects of individualized precision medicine. We are also working on prognosis assessment, recurrence and metastasisdetection, individualized medicine, and companion diagnosis.

Although no services have been provided to customers yet, we believe the application services using our products and devices will be an essential part of our futureoperations.

Competitive Strengths

Although we have not receivedany regulatory approvals necessary to commercialize our products, we believe that the following competitive strengths enable us to competeeffectively in and capitalize on the growing oncology detection market:

Growth Strategy

We will strive to be a leadingprovider of precision oncology detection solutions by the following growth strategies:

Corporate History and Structure

We were incorporated in Nevadain July 2021 as a holding company. We started operations in 2014 through Advanced Biomed Taiwan as a research and development centerfor technology research and product development. In August 2021, we established Advanced Biomed HK to integrate market development andcommercialization in the PRC. On January 1, 2022, Advanced Biomed HK acquired 100% equity interest of Shanghai Sglcell from its shareholdersfor a consideration of RMB 12 million. The following five PRC Subsidiaries are directly or indirectly wholly-owned by Advanced BiomedHK.

In July 2022, we consummateda reorganization pursuant to which we acquired 100% equity interest of Advanced Biomed Taiwan, making it our wholly owned subsidiary.On November 7, 2022, we obtained the approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan InvestmentCommission”) for the reorganization, the Issue No. of which is “經審一字第11100116890號”.Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with theTaiwan Company Act on December 26, 2022.

Corporate Structure

The chart below depicts thecorporate structure of the Company as of the date of this prospectus.

Corporate Information

The Company was incorporated in the State ofNevada on July 16, 2021.

Our principal executive offices are located atNo. 689-87, Xiaodong Rd., Yongkang Dist., Tainan City 710, Taiwan. Our telephone number is 886 6 3121716. We maintain a corporate websiteat www.advanbiomed.com. Information on our website, and any downloadable files found there, are not part of this prospectus and shouldnot be relied upon with respect to this offering.

Implications of Being an Emerging GrowthCompany

We qualify as an “emerginggrowth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Anemerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generallyto public companies in the United States. These provisions include: 

We may choose to takeadvantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part andmay elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provideto our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

We may take advantageof these provisions for up to five years or such an earlier time that we are no longer an emerging growth company. We would ceaseto be an emerging growth company if we have more than $1.235 billion in annual revenue, have more than $700 million in the marketvalue of our shares held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

Risk Factor Summary

Risks Related to Our Business and Industry

Risks Associated with Government Regulations

Risks Associated with Our Testing and theManufacture and Supply of Our Products

Risks Relating to Our Financial Prospectsand Need for Additional Capital

Risks Related to Doing Business in Taiwan

Risks Related to Doing Business in China

Risks Related to this Offering

Prospectus Conventions

Except where the context otherwise requires and forpurposes of this prospectus only: 

Unless otherwise noted, alltranslations from NTD to U.S. dollars and from U.S. dollars to RMB in this prospectus are made at NTD29.74 to US$1.00, the exchangerate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2022. We make no representation that any NTDor U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate,the rates stated below, or at all. On June 30, 2022, the exchange rate as set forth in the H.10 statistical release of the Federal ReserveBoard for New Taiwan Dollar was NTD29.74 to US$1.00.

The industry in which we operateis subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors”section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

THE OFFERING

(1) The number of shares of common stock to beoutstanding immediately after this offering is based upon [ ] shares outstanding as of the date of this prospectus.

(2) Except as otherwise indicated, the numberof shares of common stock presented in this prospectus excludes shares of our common stock issuable if the underwriters exercise theirover-allotment option and shares of our common stock underlying warrants to be issued to the representative of the underwriters in connectionwith this offering.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following selected historicalstatements of operations for the fiscal years ended June 30, 2022 and 2021 and nine months period ended March 31, 2023 and 2022, andbalance sheet data as of June 30, 2022 and 2021 and March 31, 2023 have been derived from our audited consolidated financial statementsfor those periods included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that maybe expected in the future. You should read this data together with our consolidated financial statements and related notes appearingelsewhere in this prospectus as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”appearing elsewhere in the prospectus.

Selected Consolidated Results of OperationsData 

Selected ConsolidatedBalance Sheet Data

RISK FACTORS

Investing in our securities involves a highdegree of risk. Before making any investment decision, you should consider carefully the following risks and other information in thisprospectus, including our consolidated financial statements and related notes. The risks and uncertainties we describe are not the onlyones facing us. Additional risks and uncertainties that we are unaware of or that we believe are not material at the time could alsomaterially adversely affect our business, financial condition or results of operations. In any case, the value of our common stock coulddecline, and you could lose all or part of your investment. Please also see the section entitled “Cautionary Note Regarding Forward-LookingStatements.”

Risks Related to Our Business and Industry

We are an early stage cancer diagnosticscompany with a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.

We are at the earlystage of commercializing our business. We have not started manufacturing or sales of any products or services. Our limited operatinghistory may make it difficult to evaluate our current business and predict our future performance. Any assessment of our profitabilityor prediction about our future success or viability is subject to significant uncertainty.

Taiwan and China’sprecision oncology detection market is still in its early stage of development and rapidly evolving, and companies operating in thisindustry face a variety of risks. We may not have sufficient experience or resources to address risks frequently encountered in thisindustry, which include, among other things, our potential failure to:

If we are unsuccessful inaddressing any one or more of these risks, our business, financial condition and results of operations could be adversely affected.

We may be unable to develop and commercializeour early cancer detection devices, chips or immunochromogenic kits on a timely basis, or at all.

We are developing earlycancer detection products and may develop and commercialize our cancer diagnostics products from time to time in the future. Developingearly cancer detection and new cancer diagnostics products is a lengthy and complex process. New products may take time to commercialize,and their launch could be delayed or may not be successful.

Our product development processinvolves various risks, and we may not be able to develop and commercialize any early cancer detection products or new precision oncologydetection products on a timely basis, or at all. A product candidate that appears promising in the early phases of development may failto reach the market for a number of reasons. For example:

In addition, our competitorsmay develop and commercialize competing products faster than we are able to, in which case our results of operations could be adverselyaffected.

If we fail to keep up with industry andtechnology developments in a timely and cost-effective manner, we may be unable to compete effectively and our business and prospectscould suffer.

Cancer early detection marketis characterized by rapid changes, including technological and scientific breakthroughs, increasing amounts of data, frequent introductionsof new tests, constant emergence of alternative diagnostic methods, and evolving industry standards. If we are not able to keep pacewith these advances and increased customer expectations as a result of these advances and capture new market opportunities that developas a result of these advances, our proprietary technologies could be rendered obsolete, our existing products and services and productsand services we are developing could be rendered less clinically effective, and our future operations and prospects could suffer. Toremain competitive, we must continuously upgrade our existing products and services and launch new products and services, to keep pacewith these developments. We cannot assure you that these efforts will be successful.

In addition, we must expendsignificant resources in order to continuously upgrade our existing products and services or launch new ones to keep pace with industryand technological advances. We may never realize a return on investment on these efforts, especially if the improved or new productsand services fail to perform as expected, in which case our business, financial condition and results of operations could be adverselyaffected.

If our products or services do not performas expected, our operating results, reputation and business could suffer.

Our success depends on themarket confidence that we can provide reliable, high-quality cancer early detection products and services that will provide physicianswith real-time clinically actionable diagnostic information. However, there is no assurance that our products and services will performas expected at all times. Our tests may fail to accurately detect gene variants or incompletely or incorrectly identify the significanceof genomic alterations, or contain other errors or mistakes due to a variety of reasons (such as malfunction of our laboratory equipmentand degraded liquid biopsy or tissue samples provided by our delivery service providers), which may result in negative perception ofour tests. In addition, inaccurate results or misunderstandings of, or inappropriate reliance on, the diagnostic information our testsprovide could lead to, or be associated with, side effects or adverse events in patients who use our tests, including treatment-relateddeath, and could lead to termination of our services or claims against us.

We face risks related to natural disasters,health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt our operations. In particular, the COVID-19 outbreakin China and worldwide has adversely affected, and may continue to adversely affect, our business, results of operations and financialcondition.

We are vulnerable to socialand natural catastrophic events that are beyond our control, such as natural disasters, health epidemics, and other catastrophes, whichmay materially and adversely affect our business. Since December 2019, a novel strain of coronavirus, or COVID-19, has becomewidespread in China and around the world. In March 2020, the World Health Organization declared COVID-19 a pandemic, givenits threat beyond a public health emergency of international concern that the organization had declared in January 2020. Since the beginningof 2020, China, Taiwan and many other countries have taken various restrictive measures to contain the virus’ spread, such as quarantines,travel restrictions and home office policies to avoid large-scale population movement and gathering. These restrictions had certain degreeof impact on our research and development and production plan in Taiwan and China. COVID-19 has reduced the availability of labor andled to difficulties for employees to return to work and constraints of service chain interruption. Because of the uncertainty surroundingthe COVID-19 outbreak, the business disruption and the related financial impact related to the outbreak of and response to the coronaviruscannot be reasonably estimated at this time.

Recently, the COVID-19 situation has improved in Taiwan and China.With Taiwan relaxing its mask mandate on April 17, 2023, and China no longer enforcing the “zero-COVID” policy, our researchand development have started to recover. However, the potential downturn brought by the COVID-19 outbreak is difficult to assess or predictand the full impact of the virus on our operations will depend on many factors beyond our control. The extent to whichthe COVID-19 outbreak impacts our business, results of operations and financial condition remains uncertain, and we areclosely monitoring its impact on us. Our business, results of operations, financial conditions and prospects could be materiallyadversely affected to the extent that COVID-19 harms the Chinese and global economy in general, and the trading priceof our shares of Common Stock may be adversely affected. To the extent the COVID-19 pandemic and the outbreak of otherhealth epidemics adversely affect our business and financial results, they may also have the effect of heightening many of theother risks described in this “Risk Factors” section.

If we cannot compete successfully withour competitors, we may be unable to increase or sustain our revenue or achieve and sustain profitability.

Cancer early detection andscreening market has become increasingly competitive, and we expect this competition to intensify further in the future. Some of ourexisting and potential future competitors may have longer operating histories, larger customer bases, more expansive brand recognitionand deeper market penetration, substantially greater financial, technological and research and development resources and selling andmarketing capabilities, and more favorable terms from suppliers. As a result, they may be able to respond more quickly to changes incustomer requirements or preferences, develop faster, better and more expansive advancements for their technologies and tests, createand implement more successful strategies for the promotion and sale of their tests, adopt more aggressive pricing policies for theirtests, secure supplies from vendors on more favorable terms or devote substantially more resources to infrastructure and system development.In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-establishedand well-financed companies as the use of precision oncology detection increases. In addition, if we expand into international marketsin the future, we could face competition from the companies in these markets.

If we are unable to competesuccessfully with current and future competitors for these or any other reasons, we may be unable to increase market acceptance and salesvolume of our tests, which could prevent us from maintaining or increasing our revenue levels or achieving or sustaining profitabilityor could otherwise negatively affect our performance.

Our future success depends on our abilityto promote our brand and protect our reputation. If we are unable to effectively promote our brand, our business may be adversely affected.

We believe that enhancingand maintaining awareness of our trademarks欣戈赛andsglcell is critical to achieving widespread acceptance of our microfluidic biochip products, gaining trust for our testing devices andattracting customers. Successful promotion of our brand depends largely on the quality of the products and services we offer and theeffectiveness of our branding and marketing efforts. Currently, we rely primarily on our own sales and marketing team to promote ourbrand and our precision oncology detection products and testing services. We expect that our branding and marketing efforts will requireus to incur significant expenses and devote substantial resources. We cannot guarantee that our sales and marketing efforts willbe successful. Brand promotion activities may not lead to increased revenue in the near term, and, even if they do, any revenue increasesmay not offset the expenses we incur to promote our brand. Our failure to establish and promote our brand and any damage to our reputationwill hinder our growth. In addition, our reputation may be undermined as a result of the negative publicity about our company or ourindustry in general. If precision oncology detection products or services provided by us or our competitors do not perform to customers’expectations, it may result in lower confidence in precision oncology detection in general, which may in turn impair our operating resultsand our reputation.

Failure to attract and retain our seniormanagement and other key employees could adversely affect our business.

Our future success is significantlydependent upon the continued service of our senior management, such as Dr. Yi Lu, our chairman of the board of directors and chiefexecutive officer. If we lose their services, we may not be able to locate suitable or qualified replacements, and we may incur additionalexpenses to recruit new senior management team members, which could severely disrupt our business and growth. In addition, if these personneljoin our competitors or form a competing business, our business and prospects could be adversely affected.

Our research and developmentactivities and laboratory operations depend upon our ability to attract and retain highly skilled scientists and technicians. We arealso in strong need of sales and marketing personnel with the relevant technology background and industry expertise in order to effectivelyconduct our sales and marketing activities and increase our hospital network. We face intense competition for qualified individuals fromnumerous biotechnology and pharmaceutical companies, universities, governmental entities and other research institutions. We may be unableto attract and retain suitably qualified individuals, and our failure to do so could adversely affect our business.

If we experience difficulties in recruitingsubjects for clinical trials, our clinical development activities may be delayed or otherwise adversely affected.

Completion of a clinicaltrial on time according to the trial plan depends, among other things, on our ability to recruit a sufficient number of subjects to participatein the trial until the end of the trial. We may encounter difficulties in recruiting subjects for clinical trials for a variety of reasons,including the base and nature of the subject population and the eligibility criteria for subjects defined in the trial plan. Our clinicaltrials will likely compete with other clinical trials, which will reduce the number and categories of subjects we can recruit, as somesubjects who may choose to participate in our trials may instead choose to participate in trials conducted by other companies. Due tothe limited number of qualified clinical investigators and clinical trial sites, we expect that some of our clinical trials will be conductedat the same clinical trial sites used by some of our competitors, which will result in subjects eligible to participate in our clinicaltrials at those clinical trial sites decrease in the number of people. Even if our clinical trials are able to enroll a sufficient numberof subjects, delays in enrolling subjects may increase costs or affect the timing or outcomes of planned clinical trials, hindering thecompletion of those trials and hindering our progress adversely affect the ability of product candidates to develop.

If we do not launch new products in a timelymanner, our products may become obsolete and our results of operations may suffer.

Technology in the cancerscreening industry is constantly changing, new products are emerging, and industry standards continue to evolve. If new and improvedproducts are not introduced in a timely manner, our products may become technologically obsolete or vulnerable to competition, and ourrevenue and results of operations could be impaired. Even if we develop new or improved products, our ability to bring those productsto market may be limited by a variety of factors, including regulatory approvals and market demand. We invest significant financial andother resources in our research and development activities. The research and development process are lengthy and uncertain. The productswe are currently developing may not be able to complete the development process or obtain the regulatory or other approvals requiredto bring such products to market in a timely manner or at all.

Technological innovationsoften require significant time and investment before their commercial viability can be determined. We may not have the necessary financialresources to fund all such projects. In addition, even if we are able to successfully develop new or improved products, those productsmay not generate revenue in excess of development costs or achieve desirable financial returns and may become obsolete or due to changesin customer preferences or the introduction of advanced technology or functionality by competitors. products or other factors resultingin a decline in competitiveness.

Uncertainties or failures in clinical trialsof our product candidates could materially and adversely affect our business operations.

We must conduct variousclinical trials to demonstrate the sensitivity and specificity of our test prior to regulatory approval for marketing of our productcandidates and depending on the type of our relevant product candidates, clinical trials may require large-scale prospective clinicalstudies, and such studies are far more rigorous and expensive than other existing tests or auxiliary diagnostic products. We have plannedto conduct a multicenter registry trial in China to evaluate the performance of the pulmonary nodule benign and malignant determinationkit. We may encounter a variety of contingencies while conducting or as a result of clinical trials that may delay or prevent us fromobtaining regulatory approval or commercializing our product candidates, including but not limited to:

-Regulatory agencies, institutionalreview boards or ethics committees may refuse to authorize us or investigators to conduct clinical trials or conduct clinical trialsat the intended trial site;

-We are unable to reachagreement on admissible terms with prospective contract research institutions and hospitals (as trial centers), which may require extensivenegotiation and may vary significantly between different contract research institutions and hospitals (as trial centers);

-Production issues, includingissues with the quality of production, supply, or obtaining sufficient quantities of the product candidate for use in clinical trials;

-Insufficient testing capacityto meet the needs of clinical trials;

-Our products fail to demonstratesuperior results than competitors' or alternative products (if applicable);

-Clinical trials of ourproduct candidates may fail to demonstrate the expected cancer screening sensitivity and specificity, and we may decide or regulatoryauthorities may require us to conduct additional clinical trials or abandon product development programs;

-The number of subjectsrequired for clinical trials of our product candidates may be larger than expected, recruitment may be insufficient or slower than weexpect, or the rate of subjects dropping out of trials may be higher than expected;

-Our third-party contractorsmay fail to comply with regulatory requirements or perform in a timely manner or at all of their contractual obligations to us;

-We may have to suspendor terminate clinical trials of our product candidates for a variety of reasons, including the discovery of a lack of clinical responseor other unexpected characteristics; and preliminary or interim results of clinical trials may not be indicative of final results.

There is no assurance thatsuch trials will be completed in a timely or cost-effective manner, or that they will result in a commercially viable product. If clinicaltrials of any of our product candidates are delayed or terminated, the commercial prospects of that product candidate will be impairedand our ability to generate revenue from any such product candidate will be delayed. In addition, any delay in the completion of ourclinical trials would increase our costs, slow down the development and approval process of our product candidate, and impair our abilityto initiate product sales and generate related revenue for that product candidate. The occurrence of any of the above events could materiallydamage our business, financial condition and prospects.

Risks Associated with Government Regulations

We may be adversely affected by uncertaintiesand changes in China's regulations on the cancer screening industry, and the lack of necessary approvals, licenses, registrations orfilings in relation to our business may adversely affect our business, results of operations and prospects material adverse effects.

Due to the relatively shorthistory of the cancer screening industry in China, a comprehensive regulatory framework to regulate the industry has not yet been established.The possibility cannot be ruled out that certain industry practices, which we have also adopted, may be deemed to fail to fully complywith the existing laws and regulations in the PRC. As China's laws and regulations on medical devices are still developing, and it isuncertain whether new laws, regulations or interpretations will be promulgated or adopted in the future, we cannot assure you that ourearly stage cancer detection devices will not be construed as non-compliance with applicable laws and regulations in the future. If thePRC government issues clear requirements for the approval of our devices, we intend to take the necessary steps to comply with thoserequirements. Our business and results of operations may be adversely affected if we fail to comply with existing or future requirementsor are found to be otherwise non-compliant in the conduct of our business.

If we fail to obtain, complete or maintainthe required regulatory approvals, licenses, registrations or filings, or if there is a delay in obtaining, complete or maintain therequired regulatory approvals, licenses, registrations or filings, we will not be able to commercialize our product candidates. change,and our ability to generate revenue will be significantly compromised.

Due to the relatively short history of the cancer screening industry inChina, a comprehensive regulatory framework to regulate the industry has not yet been established. However, the significant aspects ofthe development and commercialization of our products have been strictly regulated in China. The process of obtaining regulatory approvalsand complying with applicable laws and regulations requires significant time and financial resources. Applicants may face administrativeor judicial sanctions if they fail to comply with applicable regulations during the product development process, the approval process,or at any time after approval. Such sanctions may include regulatory refusals to approve pending applications, revocation of approvals,revocation of licenses, clinical restrictions, voluntary or compulsory product recalls, product seizures, suspensions of production ordistribution in whole or in part, injunctions, fines, refusals to government contracts, compensation, Hand over money or civil or criminalpenalties. Failure to comply with these regulations may affect our business, financial business conditions and prospects are materiallyand adversely affected.

Beforeobtaining regulatory approval for commercial sale of some of our products, we must demonstrate its effectiveness in a well-controlledclinical trial and, for approval in China, must be satisfied by NMPA that the product candidate is safe and effective for its intendeduse, and appropriate manufacturing and testing facilities, procedures and controls are in place. For now, only A⁺LCGuardis required by NMPA to complete clinical trial. Obtaining regulatory approval is a long, expensive and uncertain process, and approvalmay not be obtained. When we submit a registration application to NMPA, it will decide whether to accept or reject the submitted registrationapplication. We cannot be certain that any submission will be approved by NMPA for registration review. NMPA may also slow down, suspendor terminate the review of our application, and any such circumstance will prolong the registration process for our products. Our productcandidates may not receive regulatory approval for a number of reasons, including:

Regulatory requirementsand guidelines may also change, and we may, among other things, need to revise clinical trial plans submitted to applicable regulatoryauthorities to reflect such changes. We may make revisions that necessitate resubmission of the clinical trial proposal to the InstitutionalReview Board or Ethics Committee for reconsideration, which may affect the outcome of the clinical trial.

The process of developing,obtaining regulatory approval, and commercializing medical device candidates is long, complex, and costly, both within China and abroad.Even if our product candidates are successful in obtaining regulatory approval, such approval may impose significant restrictions onthe approved use, or require product labels to contain precautions or warnings, or require expensive and time-consuming post-approvalclinical trials or surveillance as approval conditions of. If we are unable to obtain regulatory approvals for our product candidatesin one or more jurisdictions, or any approvals come with significant restrictions, our target market will be reduced and our abilityto realize the full market potential of our product candidates will be impaired. In addition, we may not be able to obtain sufficientfinancing or generate sufficient revenue and cash flow to continue developing any other product candidates in the future.

Our products and any future products willbe subject to ongoing regulatory obligations and ongoing regulatory scrutiny, which may result in significant additional expenses, andif we fail to comply with regulatory requirements or if there are unexpected issues with our products and/or product candidates, we maywill be punished.

Our regulatory agency-approvedtesting services, products and any other product candidates are subject to and will be subject to compliance with manufacturing, testing,labelling, packaging, storage, advertising, promotion, sampling, record keeping, post-marketing studies, submission of safety, efficacyand other ongoing regulatory requirements for post-listing materials, and other requirements from regulatory authorities in the PRC and/orother jurisdictions. Our testing and manufacturing facilities are subject to numerous regulatory requirements from the State Food andDrug Administration and/or other similar authorities. Accordingly, we have been and will be subject to ongoing scrutiny and inspectionby regulatory agencies to assess our compliance with applicable laws and regulations and our commitments made in any application materialssubmitted to the State Food and Drug Administration or other authorities. Therefore, we must continue to invest time, money and effortin all aspects of regulatory compliance.

Regulatory approvals forour products and any approvals we obtain for product candidates are subject to and may be limited by the use of our marketable products.Our approvals may also be subject to other conditions that may result in the need for potentially costly post-market testing and surveillanceto monitor the safety and efficacy of our products or product candidates. Such restrictions and conditions may adversely affect the commercialpotential of our products.

After our product candidatesare approved for commercialization, certain changes to the products, such as changes in manufacturing processes and additional labelingclaims, may require additional review and approval by the State Food and Drug Administration and/or similar regulatory authorities. Regulatoryapproval of any of our product candidates may also be withdrawn. If we fail to maintain compliance with these ongoing regulatory requirementsor if problems arise after the product is launched, the State Food and Drug Administration or similar regulatory authorities may seekto enforce a consent order or withdraw marketing approval. Late discovery of our products or product candidates or issues previouslyunknown to us in our manufacturing process may lead to revisions to approved labels or regulations to add new safety information; conductclinical studies to evaluate new safety risk; or impose distribution restrictions or other restrictions. Other potential consequencesinclude (among others):

The State Food and DrugAdministration and other regulatory authorities strictly supervise the listing, labelling, advertising and promotion of medical productsand services introduced to the market. Our products and testing services may only be marketed for their approved uses in accordance withapproved labels. The State Food and Drug Administration and other regulatory authorities actively enforce laws and regulations that prohibitthe promotion of off-label uses, and companies found to improperly promote off-label uses may bear significant responsibility. The policiesof the State Food and Drug Administration and other regulatory authorities may change and other government regulations may be issuedto prevent, limit or delay regulatory approval of our product candidates. Given the changing regulatory environment, we cannot predictthe likelihood, nature or scope (whether in China or abroad) of government policies or regulations that may result from future legislativeor administrative actions. If we are slow or unable to adapt to changes in existing regulations or adopt new regulations or policies,or if we are unable to maintain regulatory compliance, we may lose any regulatory approvals we have obtained and may not be able to achieveor maintain profitability.

If our existing and new products fail tomeet the quality standards required by applicable laws, our business and reputation could be damaged, and our revenue and profitabilitycould be materially and adversely affected.

Our production andmanufacturing processes are subject to certain quality standards. We have established quality control and assurance systems andadopted standardized operating procedures to prevent quality issues related to our products and operating processes. For furtherdetails of our quality control and assurance system, please refer to “Business — Quality Control System”. Althoughwe have quality control and assurance systems and procedures, we cannot eliminate the risk of product defects or malfunctions.Quality defects may not be detected or remedied due to a number of factors, many of which are beyond our control, including:

In addition, our failureto detect quality defects in our products or to prevent such defective products from being delivered to end users may result in injuryor death, product recalls or withdrawals, revocation of licenses or fines by regulatory agencies, product and professional liabilityor other problems, which could seriously damage our reputation and business, expose us to the risk of liability, and materially and adverselyaffect our revenue and profitability.

In addition to the Chinese market, we are planningto expand to North American and European markets. We cannot give any assurance that any of our products will receive regulatory approvalin North America or Europe, which is necessary before they can be commercialized. 

We cannot be certain that anyof our product candidates will be successful in clinical studies or receive regulatory approval. Applications for our products could failto receive regulatory approval for many reasons, including but not limited to the following: 

Currently, we plan to seek regulatoryapproval to commercialize our product candidates in the U.S., the EU and in additional countries where we obtain commercial and IP rights.To obtain regulatory approval in other countries, we must comply with numerous and varying regulatory requirements of such other countriesregarding safety, efficacy, chemistry, manufacturing and controls, clinical studies, commercial sales, pricing, marketing and distributionof our products. Even if we are successful in obtaining approval in one jurisdiction, we cannot ensure that we will obtain approval inany other jurisdictions. Failure to obtain marketing authorization for our products will result in our being unable to market and sellsuch products, which would materially adversely affect our business, financial condition and results of operations. If we fail to obtainapproval in any jurisdiction, the geographic market for our products could be limited. 

Failure to obtain the broad market acceptanceor maintain a good reputation necessary for our current products and any future products could materially and adversely affect our resultsof operations and profitability.

The commercial success ofour current and future products depends on their market acceptance, especially among customers, hospitals and physicians. As a diagnosticmethod recently developed and introduced into the Chinese market, our products may not be widely recognized by the intended target customers,doctors or end users. If our products and any future approved product candidates fail to gain sufficient market acceptance from physicians,end users, third-party payers and other industry players, our product sales will be adversely affected. In addition, customers, physicians,end users and third-party payers may prefer other new products over our products. If our products and product candidates fail to achievean adequate level of recognition, we may not generate significant revenue and may not be profitable. The failure of our products, productcandidates and our testing services to achieve an adequate level of recognition or to increase market visibility could adversely affectour financial condition, business and results of operations. Once approved for commercial sale, the market acceptance of our productsand product candidates and their services will depend on a number of factors, including:

If any of our commercialized productsand services fail to gain market acceptance among doctors, end users, hospitals or other customers, or if we fail to maintain good relationshipswith them, we will not be able to generate significant revenue. Our ability to market our products and product candidates may be limitedby regulatory approval requirements, restrictions on approved uses, inherent patterns of clinical practice, uncertainty about third-partycompensation or other factors. Even if our products gain market acceptance, we may not be able to maintain market acceptance all the timeif new products or technologies are introduced that are more popular, cost-effective or make our products obsolete. We believe that maintainingand enhancing our brand image and increasing the market awareness of our company and our products are critical to gaining broad recognitionfor our services and products, strengthening our relationships with existing customers and our ability to attract new customers. The successfulpromotion of our brand will largely depend on our ability to continue to provide high-quality products, as well as our research and developmentefforts. However, there is no guarantee that our branding activities and research and development efforts will be successful or contributeto our growth. In addition, even if such activities increase revenue, such revenue may not be sufficient to offset the increase in expenseswe incur.

There is no guarantee that our products willbe covered by the National Medical Insurance Program in China.

China maintains a National MedicalInsurance Program that can reimburse certain residents in urban cities and rural areas for, among other things, fees associated with diagnosticand treatment devices and diagnostic tests covered by such Program through the basic medical insurance scheme.

As of the date of this prospectus,our products are not covered by any national or provincial medical insurance programs. Although we strive to make our products coveredby the national medical insurance programs in the future, there is no guarantee that the responsible government agency, the National HealthcareSecurity Administration, will approve our applications. Furthermore, even if our products may be covered by the Program in the future,uncertainties still exist around reimbursement coverage and rates as we need to negotiate such terms with government entities in the PRC,and we cannot guarantee that we will receive favorable coverage and rates. In the absence of reimbursement or favorable coverage and ratesfrom the National Medical Insurance Program, end users have to bear all or the majority part of their expenses to use our products, whichmay reduce consumers’ interest in our products or cause our products to be less competitive when compared with other products thatare covered by such Program.

We have relatively limited experience in productpromotion and sales. There is no assurance that we will be able to successfully commercialize our products and, as a result, our revenueand profitability could be materially and adversely affected.

We have relatively limitedexperience in launching and commercializing product candidates and in the sales and marketing of products, and limited experience inmarket analysis or managing sales teams for product candidates. As a result, our ability to successfully commercialize our product candidatesmay involve more inherent risks, require more time and cost more than would be the case if we were a company with extensive experiencein launching product candidates.

The market size of existing and futureproducts has not been precisely established and may be lower than our estimates, and we may not fully grasp the target population ofour products.

Our estimates of the totaladdressable market and target population for our existing products and product candidates are based on a number of internal and third-partyestimates, including but not limited to the size of the target population, the number of people at higher risk of developing cancer,and the availability of the hypothetical price at which the established market sells the relevant candidate product. Although we believethat our assumptions and data relating to estimates are reasonable, such assumptions and estimates may not be correct, and the conditionssupporting our assumptions or estimates may change at any time, reducing the accuracy of forecasts for these relevant factors. Accordingly,our estimates of the total addressable market for current or future products may prove to be incorrect. If the target population thatwill benefit from our products, the price at which we can sell our products or the total addressable market for our products is lowerthan our estimates, it could harm our sales growth and adversely affect our business.

Risks Associated with Our Testing and the Manufactureand Supply of Our Products

Delays in the completionand obtaining regulatory approvals of our manufacturing facilities, or damage, destruction or interruption of production at such facilitiesmay delay our development plans or commercialization efforts.

Our future manufacturingfacilities will be global. The facility may incur unanticipated expenses due to a number of factors including regulatory requirements.Our manufacturing facilities are subject to ongoing periodic inspections by various NMPA or other comparable regulatory agencies to ensurecompliance with current drug manufacturing practices. Failure to comply with applicable regulations may also result in us being subjectto penalties, including fines, injunctions, civil penalties, requests to suspend or stop one or more of our clinical trials, failureto obtain regulatory approvals for our product candidates, delays, Suspension or withdrawal of approvals, supply interruptions, revocationof licenses, seizure or recall of products or product candidates, operational restrictions and criminal prosecutions, any of which cancause harm to our business.

Our facilities may be damagedor rendered inoperable due to physical damage caused by fire, flood, earthquake, typhoon, tornado, power outage, telecommunications failure,intrusion and similar events. If our production facilities or equipment are damaged or destroyed, we may not be able to replace our productioncapacity quickly or cheaply or at all. In the event of temporary or long-term damage to facilities or equipment, we may not be able totransfer manufacturing to third parties. Even if we could transfer manufacturing to a third party, that transfer could be expensive andtime-consuming, especially since the new facility has to meet the necessary regulatory requirements and we have to obtain regulatoryapprovals before selling any products manufactured at that facility. This event could delay our clinical trials or reduce sales of ourproducts. Any disruption to our manufacturing operations at our manufacturing facilities may result in us being unable to meet our clinicaltrial or commercialization needs. Any disruption to our ability to manufacture products or product candidates in a timely manner couldmaterially damage our business, financial condition and results of operations. We currently insure against damage to our property andequipment for an amount we believe is reasonable. However, our insurance coverage may not compensate us or may not be sufficient to coverany expenses or losses we may incur. In the event of a catastrophic event or the failure of our production facilities or processes, wemay not be able to meet our requirements for products and product candidates.

The manufacturing and testing process ofour products is complex and subject to strict quality control. If we or any of our suppliers or logistics partners experience manufacturing,logistics or quality problems, including as a result of natural disasters, our business may be damaged.

Partly due to stringentregulatory requirements, the manufacturing and testing process for products is complex and subject to strict quality control. Additionally,quality is paramount as product or test defects can have serious and costly consequences. Manufacturing and testing processes can gowrong for a number of reasons, including equipment failure, non-compliance with codes and procedures, raw material issues, software issues,sample contamination or human error. In addition, if contaminants are found in our product or product candidate supply, or in our productionand testing facilities, such production and testing facilities may need to be shut down for an extended period of time to investigatethe contamination and remediate it. Stability and other issues may arise in the future related to the manufacture and testing of ourproducts or product candidates. While well-managed, disruptions can occur during the introduction of new equipment and systems to replaceaging equipment, as well as production line transfers and expansions. As we increase market penetration, we may face unexpected surgesin demand for our products, which could put pressure on our production capacity or testing capabilities. If these problems arise, orif we otherwise fail to meet our internal quality standards or the standards of the State Food and Drug Administration or other applicableregulatory agencies, including detailed record-keeping requirements, our reputation may be damaged and we Safety warnings or recallsmay apply, we may incur product and professional liability and other costs, product approvals may be delayed, and our business may otherwisebe adversely affected. In addition, our manufacturing, testing and warehousing facilities, as well as those of our suppliers and logisticspartners, may be severely damaged by earthquakes, hurricanes, volcanoes, fires and other natural disasters or catastrophic circumstances,could materially and adversely affect our business.

Security threats to our information technologyinfrastructure and unauthorized use of data by third parties could expose us to liability or damage our reputation and business.

Our information technologysystems store and process a variety of sensitive data, including our proprietary business information, as well as patients’ personaldata such as health information and personally identifiable information.

It is essential that ourinformation technology infrastructure remains secure and is perceived by hospitals, patients and our research partners to be secure.Despite our security measures, we may face cyber-attacks that attempt to penetrate our network security, sabotage or otherwise disableour research, tests and services, misappropriate our proprietary business information or cause interruptions of our internal systemsand services. Any cyber-attacks could negatively affect our reputation, damage our network infrastructure and our ability to deploy ourproducts and services, harm our relationship with customers and research partners, and expose us to significant financial liabilities.

Moreover, we may not beable to prevent third parties from illegally obtaining and misappropriating personal data of the tested patients that we collect. Concernsabout data leakage or unauthorized use of data by third parties, even if unfounded, could damage our reputation and negatively affectour results of operations.

If we are unable to effectively protectour intellectual property, our business and competitive position would be harmed.

We rely on patents,software copyrights, trademarks, trade secrets and other intellectual property rights protection and contractual restrictions toprotect our products, services and technologies. We have registered a number of patents and trademarks in China and the United States. However, suchprotection is limited and may not adequately protect our rights.

We may also be subject toinfringement claims by third parties. We may be subject to fines and other legal or administrative sanctions, and it may also be costlyto defend such claims. In addition, competitors could purchase our products and attempt to replicate and/or improve some or all of thecompetitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, and design theirdevices and tests around our protected technologies or develop their own competitive technologies that fall outside of our intellectualproperty rights.

Monitoring unauthorizeddisclosure and uses of our trade secrets is difficult, and we do not know whether the steps we have taken to prevent such disclosureand uses are, or will be, adequate. If we resort to litigation to enforce or protect our intellectual property rights, such litigationcould result in substantial costs and a diversion of our managerial and financial resources, while the outcome would be unpredictable,and any remedy may be inadequate. Our contractual agreements may be breached by our counterparties, and there may not be adequate remediesavailable to us for any such breach. In addition, our trade secrets may be leaked or otherwise become available to, or be independentlydiscovered by, our competitors, and we would have no right to prevent others from using them. Moreover, if a party having an agreementwith us has an overlapping or conflicting obligation to a third party, our rights in and to certain intellectual property could be undermined.If we fail to effectively protect our intellectual property, our competitive position and prospects could be adversely affected.

We may be subject to intellectual propertyinfringement or misappropriation claims by third parties, which may force us to incur substantial legal expenses and, if determined adverselyagainst us, could disrupt our business.

We cannot be certainthat our products, tests and technologies do not or will not infringe patents, software copyrights, trademarks or other intellectualproperty rights held by third parties, especially when they are in China, as the validity, enforceability and scope of intellectualproperty rights protection in China are uncertain and still evolving. From time to time, we may be subject to legal proceedings andclaims alleging infringement of patents, trademarks or copyrights, or misappropriation of creative ideas or formats, or otherinfringement of proprietary intellectual property rights. Any such proceedings and claims could result in significant costs to usand divert the time and attention of our management and technical personnel from the operation of our business. These types ofclaims could also potentially adversely impact our reputation and our ability to conduct business and raise capital, even if we areultimately absolved of all liability. Moreover, third parties making claims against us may be able to obtain injunctive reliefagainst us, which could block our ability to offer one or more devices or tests and could result in a substantial award of damagesagainst us. In addition, since we sometimes indemnify our customers or collaboration partners, we may have additional liability inconnection with any infringement or alleged infringement of third-party intellectual property. Intellectual property litigation canbe very expensive, and we may not have the financial means to defend ourselves or our customers or collaboration partners.

Because patent applicationscan take many years to issue, there may be pending applications, some of which are unknown to us, that may result in issued patents uponwhich our products, tests or proprietary technologies may infringe. Moreover, we may fail to identify issued patents of relevance orincorrectly conclude that an issued patent is invalid or not infringed by our technology or any of our devices or tests. There is a substantialamount of litigation involving patents and other intellectual property rights in our industry. If a third-party claims that we infringeupon a third-party’s intellectual property rights, we may have to:

We may be subject to litigation and otherclaims and legal proceedings, and may not always be successful in defending ourselves against these claims or proceedings.

We may be subject to lawsuitsand other claims in the ordinary course of our business. We may from time to time be subject to lawsuits and other legal proceedingsbrought by our customers, competitors, employees, business partners, investors, other shareholders of the companies we invest, or otherentities against us in the ordinary course of our business. We may also be subject to regulatory proceedings in the ordinary course ofour business. We may not be successful in defending ourselves, and the outcomes of these lawsuits and proceedings may be unfavorableto us. Lawsuits and regulatory proceedings against us may also generate negative publicity that significantly harms our reputation, whichmay adversely affect our customer base, market position and our relationships with our research partners and other business partners.In addition to the related costs, managing and defending litigation and other legal proceedings and related indemnity obligations cansignificantly divert our management’s attention from operating our business. We may also need to pay damages or settle lawsuitsor other claims with a substantial amount of cash, negatively affecting our liquidity. As a result, our business, financial conditionand results of operations could be adversely affected.

Risks Relating to Our Financial Prospectsand Need for Additional Capital

We incurred net losses for the years endedJune 30, 2022 and 2021 and nine months period ended March 31, 2023 and 2022 and may not be able to generate sufficient operating cashflows and working capital to continue as a going concern. Failure to manage our liquidity and cash flows may materially and adverselyaffect our financial condition and results of operations. As a result, we may need additional capital, and financing may not be availableon terms acceptable to us, or at all.

We incurred net losses of US$4,027,722 and US$1,837,158 for the yearsended June 30, 2022 and 2021 and US$2,052,205 and US$1,328,848 for the nine months period ended March 31, 2023 and 2022, respectively.

We can offer no assurance that we will operateprofitably or that we will generate positive cash flows in the next twelve months, given our substantial expenses in relation toour revenue at this stage of our Company. Inability to collect our accounts receivable in a timely and sufficient manner, or theinability to offset our expenses with adequate revenue, may adversely affect our liquidity, financial condition and results ofoperations. Although we believe that our cash on hand will be sufficient to meet our anticipated working capital requirements andcapital expenditures in the ordinary course of business for the next 12 months, we cannot assure you this will be the case.

If and when we areunable to meet our working capital requirements and various operating needs, we may need to raise additional funds for our operationsand such funds may not be available on commercially acceptable terms, if at all. If we are unable to raise funds on acceptableterms, we may not be able to execute our business plan, take advantage of future opportunities, or respond to competitive pressuresor unanticipated requirements. This may seriously harm our business, financial condition and results of operations. If we are unableto achieve or maintain profitability, the market price of our shares may significantly decrease. In the event that the Companyrequires additional funding to finance its operations, the Company’s major shareholders have indicated their intent and abilityto provide such financial support, however, there is no assurance such funding will be available when the Company needs it in thefuture.

We have recorded negative cash flows from operating activitieshistorically and may have a current liabilities position in the future.

We have experienced significantcash outflow from operating activities since our inception. We had net cash outflow in operating activities of U$0.7 million and US$0.5million for the years ended June 30, 2022 and 2021 and US$3.1 million for the nine-month period ended March 31, 2023, respectively. Thecost of continuing operations could further reduce our cash position, and an increase in our net cash outflow from operating activitiescould adversely affect our operations by reducing the amount of cash available to meet the cash needs for operating our business and tofund our investments in our business expansion.

Although we had net current assetsof US$1.0 million as of March 31, 2023, we cannot guarantee that we will not have a net current liabilities position in future, whichwould expose us to liquidity risk. Our future liquidity and ability to make additional capital investments necessary for our operationsand business expansion will depend primarily on our ability to maintain sufficient cash and to obtain adequate external financing. Therecan be no assurance that we will be able to obtain any sources of financing.

We require substantial funding for ouroperations. If we cannot raise sufficient additional capital on acceptable terms, our business, financial condition and prospects maybe adversely affected.

We require substantial capitalto fund our existing operations, commercialize new products, expand our business and pursue strategic investments. In particular, werequire substantial capital to:

Based on our currentbusiness plan, we believe our cash and cash equivalents, together with our financing activities, our initial public offering andprivate placement will be sufficient to meet our current and anticipated needs for general corporate purposes for at least thenext 12 months. If our available cash balances are insufficient to satisfy our liquidity requirements, in particular, forthe development and commercialization of our products, we may seek to obtain further funding through public or private equity offerings,debt financings or other sources.

Further financing may notbe available to us on acceptable terms, or at all. If we fail to raise capital as and when needed it would have a negative impact onour financial condition and our ability to pursue our business strategy. In addition, if we raise funds by issuing debt securities orincurring additional borrowings, the terms of debt securities issued or borrowings could impose significant restrictions on our operations,and we may be unable to repay the indebtedness when due. If we raise funds by issuing equity securities, your investment in our companycould be diluted.

Raising additional capital may lead to dilutionof shareholdings by our existing shareholders, restrict our operations, and may further result in fair value loss adversely affectingour financial results.

We may seek additional fundingthrough a combination of equity and debt financings and collaborations. To the extent that we raise additional capital through the saleof equity or convertible debt securities, the ownership interest of existing holders of our shares will be diluted, and the terms mayinclude liquidation or other preferences that adversely affect the rights of our existing shareholders.

The incurrence of additionalindebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result incertain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitationson our ability to acquire or license IP rights and other operating restrictions that could adversely impact our ability to conduct ourbusiness.

Risks Related to Doing Business in Taiwan

Advanced Biomed Taiwan does not currentlyown any trademark or patent.

No trademark or patent has beenregistered by Advanced Biomed Taiwan so far in Taiwan. It also has no pending IPR contracts, including license, transfer or sublicense.Its primary business is research and development of various advanced and innovative microfluidic biochip technologies.

Based on Article 7 of Taiwan’sPatent Act, where a fund provider appoints another party to conduct research and development, the ownership of the right to apply fora patent and the patent right in connection with the outcome of such research and development shall be vested in the party as mutuallyagreed upon in an agreement between both parties, or such rights shall be vested in the inventor, utility model creator or designer inthe absence of such agreement. However, the fund provider shall be entitled to exploit such invention, utility model or design. AdvancedBiomed Taiwan contracts National Applied Research Laboratories to design and test production of certain flow channel. Both parties agreeto keep the test data, process and materials confidential. Advanced Biomed Taiwan agrees that National Applied Research Laboratories mayquote the test data in its research paper with the consent of Advanced Biomed Taiwan. The contract also provides that any intellectualproperty rights of one party should only be used in the test by licensing to the other party and that any intellectual property rightsderived from the test will belong to the developer. Both parties will jointly own the intellectual property right if it cannot be clearlyidentified who the developer is. The ownership of patent application rights and patent rights may be obscure in such practice and raisedisputes on who the developers are. We cannot assure you that the patents owned or applied by Advanced Biomed Taiwan will not be subjectto disputes under Taiwan’s Patent Act.

We face economic and political risks associatedwith doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and China that could negatively affect ourbusiness and hence the value of your investment.

Currently, we rely on AdvancedBiomed Taiwan for microfluidic biochip technology and its application in precision medicine in the field of oncology. Accordingly, ourbusiness, financial condition and results of operations and the market price of our securities may be affected by changes in governmentalpolicies, taxation, growth rate, inflation rate or interest rates and by social instability and diplomatic and social developments inor affecting Taiwan. In particular, the unique political status of Taiwan and its internal political movement cause sustained tensionbetween China and Taiwan. Past developments related to the interactions between China and Taiwan, especially in relation to trade activitiessuch as bans on exports of goods from time to time, have on occasions depressed the transactions and business operations of certain Taiwanesecompanies and overall economic environment. We cannot predict whether there will be escalation of the tensions between China and Taiwanwhich would lead to new bans or tariffs on exports or even conflict. Any conflict which threatens the military, political or economicstability in Taiwan could have a material adverse effect on our current or future business and financial conditions and results of operations.

Advanced Biomed Taiwan is subject to restrictionson paying dividend or making other payments to us, which may restrict our ability to satisfy its liquidity requirements.

As a company incorporatedunder the laws of the State of Nevada structured as a holding company, we may need dividends and other distributions on equity from ourTaiwan subsidiary to satisfy our liquidity requirements. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends toits shareholders only out of its accumulated profits, if any, which shall first make up previous losses and set aside at least 10% ofits accumulated profits each year. These reserves are not distributable as cash dividends. Furthermore, if our Taiwan subsidiary incursdebt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other paymentsto us. Any limitation on the ability of our Taiwan subsidiary to distribute dividends or to make payments to us may restrict our abilityto satisfy our liquidity requirements. In addition, the dividend payments by our Taiwan subsidiary to us shall be subject to the withholdingtax of 21% since January 1, 2018.

Advanced Biomed Taiwan is subject to foreignexchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other paymentsto us.

Currently Taiwan regulatesonly those foreign exchange transactions that involve the conversion of the New Taiwan Dollar into foreign currencies. Pursuant to therelevant provisions of Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more shall bedeclared to the Central Bank of Republic of China (Taiwan). Further, for a remittance by a company as follows, relevant testimonialsshall be submitted and such remittance shall be subject to the approval of the Central Bank of Taiwan: (i) a single remittance ofan amount over USD 1 million; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceededUSD 50 million. Nevertheless, Taiwan government may impose further foreign exchange restrictions in certain emergency situations,where Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbancesin the financial and capital markets in Taiwan. If the dividend payments or other payments by our Taiwan subsidiary and branches to usinvolves the currency conversion from New Taiwan Dollar to US Dollar, such conversion would be subject to the foregoing foreignexchange control imposed by Taiwan authority.

Advanced Biomed Taiwan will collaborate andshare its R&D efforts with us and our PRC Subsidiaries and is subject to Taiwan regulations on investment or technical cooperationin China. It may affect its technical cooperation with the PRC Subsidiaries and more seriously its acquisition by Advanced Biomed.

As the cross-strait relationsbecome more and more sensitive recently, Taiwan authorities incline to prohibit Taiwan technology companies from selling their subsidiariesor assets to mainland Chinese investors to prevent leak of sensitive technologies, including semiconductors. Pursuant to the Taiwan PermissionRegulations for Investment or Technical Cooperation in the PRC and the Review Principles for Investments or Technical Cooperationin China (“Permission Regulations”), an investment or technical cooperation made by a Taiwanese investor in China is subjectto the restrictions thereunder and requires the approval by the competent Taiwan authority, Taiwan Investment Commission. The restrictionsunder the Permission Regulations include a negative list in which investment or technical cooperation is prohibited. Currently, AdvancedBiomed Taiwan’s technical cooperation with the PRC Subsidiaries is not on such negative list. However, we cannot preclude the possibilitythat the negative list will be amended to restrict Advanced Biomed Taiwan’s cooperation with the PRC Subsidiaries.

Taiwanese investors holding more than 10%of Advanced Biomed common stock will be subject to Taiwan regulations on investment or technical cooperation in China for its investmentor technical cooperation in China.

Under the Permission Regulations,for an investment made by a Taiwanese individual or entity (“Taiwanese Investor”) in a “third region” companywhich conducts the investments or technical cooperation in China defined therein and such Taiwanese Investor (i) acts as director,supervisor, manager or equivalent position or (ii) has a shareholding or capital contribution of 10% or more in such third regioncompany, the investment in such a third region company would also be deemed a defined investment in China and therefore be subject tothe Permission Regulations.

Therefore, for our futureinvestment or technical cooperation in China, our Taiwanese shareholders holding 10% or more of Advanced Biomed common stock will needto apply for the foreign investment approval with the competent Taiwan authority, the Taiwan Investment Commission in accordance withthe Permission Regulations. There are restrictions on the investment or technical cooperation with China, including, without limitation,the annual investment amount in China shall be capped at USD 5 million per year for Taiwan individuals or NTD 80 million or60% of the higher of its stand-along net worth or consolidated net worth for a Taiwan small-medium enterprise. Your indirect investmentin the PRC via the Company under the Permission Regulations will be calculated on the portion of your shareholdings in the Company. Ifyour aggregate investments in the PRC exceed the annual ceiling amount, the Taiwan Investment Commission will reject your applicationfor the exceeding investment in the PRC. If the Taiwanese Investor fails to obtain applicable approvals from the Taiwan Investment Commissionin respect of its investment in China, an administrative fine ranging NTD 50 thousand to 25 million or imprisonment may beimposed.

The imposition of foreign exchange restrictionsin Taiwan may have an adverse effect on foreign investors’ abilities to acquire securities of a Taiwan company, including the sharesof our subsidiaries in Taiwan, or to repatriate the interest, dividends or sale proceeds from those securities.

The Taiwan government may impose foreign exchange restrictions in certainemergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Taiwan governmentexperiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial andcapital markets in Taiwan. These restrictions may require foreign investors to obtain the Taiwan government’s approval before acquiringsecurities of a Taiwan company, including the shares of our subsidiaries in Taiwan, repatriating the interest or dividends from thosesecurities or repatriating the proceeds from the sale of those securities.

Risks Related to Doing Business in China

A downturn in China or global economy,and economic and political policies of the PRC could materially and adversely affect our sales in China.

Due to the different regulatoryrequirements for the marketing of medical device products and invitro diagnosis (“IVD”) products in different regions/countries,it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulationsbefore engaging in commercial activities in the respective regions/countries (“localization registration”). Afterwards, marketingand sales can be carried out. All the products and equipment we research and develop are designed following the principle of modularizationso that products and equipment can be produced locally to meet different regulatory requirements. The Chinese market has a great potentialand is our main market in the future. At present, we have applied for product registration in China in accordance with relevant Chineselaws and regulations. Meanwhile, we have established our PRC subsidiaries in China. Accordingly, our business, prospects, financial conditionand results of operations may be influenced by political, economic and social conditions in the PRC generally and by continued economicgrowth in the PRC as a whole. The Chinese economy differs from the economies of most developed countries in many respects, including theamount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While theChinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among varioussectors of the economy, and we cannot assure you that such growth is sustainable. TheChinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of thesemeasures may benefit the overall Chinese economy but may have a negative effect on us. For example, the Chinese government may direct resources to industries other than the one we operate in and potentiallyreduce the investors’ interest in our business.

Economic conditions in Chinaare sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect potential clients’confidence in financial market as a whole and have a negative impact on our business, results of operations and financial condition.Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meetliquidity needs.

Changes in the policies, regulations, rules,and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon ourability to operate profitably in the PRC.

Our operations in China arelimited to the following:

Accordingly, economic, politicaland legal developments in the PRC will affect our business, financial condition, results of operations and prospects. Policies, regulations,rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the abilityof businesses to operate profitably. Our ability to operate profitably in the PRC may be adversely affected by changes in policies bythe PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, includingcensorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering,taxation and other laws that affect our ability to operate business in China.

The Chinese government may intervene in orinfluence our operations in the PRC at any time or may exert more control over offerings conducted overseas and/or foreign investmentin China-based issuers, which could result in a material change in our operations and and/or the value of the securities we are registeringfor sale.

The Chinese government hassignificant oversight and discretion over the conduct of our business and may intervene or influence our operations in the PRC as thegovernment deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policiesthat significantly affected certain industries such as the education and Internet industries, and we cannot rule out the possibilitythat it will in the future release regulations or policies regarding our industry that could require us to seek permission from Chineseauthorities to commence to operate our business, which may adversely affect our business, financial condition and results of operations.Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight andcontrol over offerings of companies with significant operations in China that are to be conducted in foreign markets, as well as foreigninvestment in PRC-based issuers. There is no guarantee that we will not be subject to such direct influence or interventionin the future due to changes in laws or other unforeseeable reasons. There is always a risk that the Chinese government may, in the future,seek to affect operations of any company with any level of operations in China. Any such action, once taken by the Chinese government,could cause the value of our common stock to significantly decline or become worthless. In addition, if we were to become subject tothe direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons, it mayrequire a material change in our operations and/or result in increased costs necessary to comply with existing and newly adopted lawsand regulations or penalties for any failure to comply.

If the Chinese government chooses to exertmore oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.

Recent statements by the Chinesegovernment have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investmentsin PRC based issuers. PRC has recently promulgated new rules that require companies collecting or holding large amounts of data to undergoa cybersecurity review prior to listing in foreign countries, a move that will significantly tighten oversight over PRC-based internetgiants. The Measures for Cybersecurity Review (2021 version) was promulgated on December 28, 2021 and became effective on February 15,2022. These measures specify that any “online platform operators” controlling the personal information of more than one millionusers which seek to list on a foreign stock exchange are subject to prior cybersecurity review.

On November 14, 2021, the Cyberspace Administration of China (the “CAC”)published the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”),which provides that data processing operators engaging in data processing activities that affect or may affect national security mustbe subject to cybersecurity review by the relevant Cyberspace Administration of the PRC. According to the Security Administration Draft,data processing operators shall apply for a cybersecurity review by the relevant Cyberspace Administration of the PRC under certain circumstances,such as (i) mergers, restructurings, and divisions of Internet platform operators that hold large amount of data relating to nationalsecurity, economic development, or public interest which affects or may affect the national security, (ii) overseas listings of data processorsthat process personal data for more than one million individuals, (iii) Hong Kong listings of data processors that affect or may affectnational security, and (iv) other data processing activities that affect or may affect the national security. The deadline for publiccomments on the Security Administration Draft was December 13, 2021.

The PRC Data Security Law,which was promulgated by the Standing Committee of the National People's Congress (the “SCNPC”) on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted ina legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conductedbased on data classification and hierarchical protection system for data security.

On August 20, 2021, the SCNPCpromulgated the Personal Information Protection Law of the People’s Republic of China, or the Personal Information Protection Law,which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1,2021. 

Our business does not involvethe collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Based on the advice of PRC counseland our understanding of currently applicable PRC laws and regulations, our registered public offering in the U.S. is not subject to thereview or prior approval of the CAC . As of the date of this prospectus, we have not received any notice from any authorities identifyingthe operating entities as CIIOs or requiring us to go through cybersecurity review or network data security review by the CAC. Uncertaintiesstill exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any futureaction by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to reviewby the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and couldcause the value of such securities to significantly decline or be worthless.

On February 17, 2023, the CSRCreleased Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies with five interpretive guidelines(the “Trial Measures”), which came into effect on March 31, 2023. Pursuant to the Trial Measures, a PRC domestic company thatseeks to offer and list securities in overseas markets, either in direct or indirect overseas offering, shall fulfill the filing procedurewith the CSRC and report relevant information to the CSRC. Direct overseas offering and listing by domestic companies refers to such overseasoffering and listing by a joint-stock company incorporated domestically. Any overseas offering and listing made by an issuer that meetsboth the following conditions will be determined as indirect offering and listing in overseas market and, therefore, be subject to filingrequirement: (i) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its auditedconsolidated financial statements for the most recent accounting year is accounted for by domestic companies; and (ii) the main partsof the issuer’s business activities are conducted in the Mainland China, or its main places of business are located in the MainlandChina, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in the MainlandChina. The determination as to whether or not an overseas offering and listing by domestic companies is indirect, shall be made on substanceover form basis. Based on AllBright’s advice, this offering shall be considered as an indirect overseas offering and we are subjectto filing requirement for this offering pursuant to the Trial Measures, and this offering and our listing on Nasdaq are therefore contingenton the completion of the filing procedures with the CSRC prior to our listing on Nasdaq. If we cannot complete the filing with the CSRCin compliance with the Trial Measures prior to our listing on Nasdaq, the CSRC may order rectification, issue warnings, and impose a finebetween RMB 1 million and RMB 10 million on our PRC Subsidiaries, which could adversely and materially affect our business operationsand financial outlook, and significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investorsand could cause the value of our ordinary shares to significantly decline or such shares to become worthless.

On February 24, 2023, the CSRC,together with other PRC government authorities, released the Provisions on Strengthening the Confidentiality and Archives AdministrationRelated to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality and Archives AdministrationProvisions”), which come into effect on March 31, 2023. The Confidentiality and Archives Administration Provisions require, amongothers, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establishthe confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domesticenterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secretsof PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entitiesand individuals. It further stipulates that providing or publicly disclosing documents and materials which may adversely affect nationalsecurity or public interests, and accounting files or copies of important preservation value to the state and society shall be subjectto corresponding procedures in accordance with relevant laws and regulations. As of the date of this prospectus, our PRC subsidiarieshave established the confidentiality and archives system and we are not subject to the approval to the competent authorities since wedo not possess any documents or materials involving state secrets and work secrets of PRC government agencies.

We have been closely monitoring regulatory developmentsin PRC regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, includingthis offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objectionto this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment,interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities,which could materially and adversely impact our business and financial outlook and may impact our ability to accept foreign investments,or continue to list on a U.S. or other foreign exchange.

Uncertainties in the interpretation and enforcementof PRC laws and regulations could limit the legal protections available to you and the Company.

Our operations are subjectto various PRC laws and regulations generally applicable to companies in the PRC. The PRC legal system is based on written statutes.Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC governmentbegan to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislationover the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investmentin the PRC.

However, the PRC has not developeda fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activitiesin the PRC. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition,the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis orat all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometimeafter the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectualproperty) and procedural rights, and any failure to respond to changes in the regulatory environment in the PRC could materially andadversely affect our business and impede our ability to continue our operation in the PRC.

In addition, if certain PRClaws and regulations were to become applicable to us in the future, the application of such laws and regulations may have a materialadverse impact on our business, financial condition and results of operations, any of which may cause the value of our securities tosignificantly decline or become worthless. In addition, the laws and regulations in the PRC are evolving, and their enactment timetable,interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable toour business, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect tothe enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

You may experience difficulties in effectingservice of legal process, enforcing foreign judgments, or bringing actions in PRC against us.

As a company incorporated underthe laws of the State of Nevada, it may be difficult for you to enforce judgments obtained in U.S. courts based on civil liability provisionsof the U.S. federal securities laws against us. In addition, there is uncertainty as to whether the courts of the PRC would recognizeor enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities lawsof the U.S. or any state.

The recognition and enforcementof foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordancewith the requirements of the PRC Civil Procedures Law based either on treaties between PRC and the country where the judgment is madeor on principles of reciprocity between jurisdictions. PRC does not have any treaties or other forms of written arrangement with theUnited States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC CivilProcedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgmentviolates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whetherand on what basis a PRC court would enforce a judgment rendered by a court in the United States.

Non-compliance with the PRC Labor ContractLaw and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

We have been subject to stricterregulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits,including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insuranceto designated government agencies for the benefit of our employees.

Pursuant to the PRC Labor ContractLaw, or the Labor Contract Law, which was released on January 1, 2008, was amended on December 28, 2012 and became effectiveon July 1, 2013 employees have the right, among others, to enter into written labor contracts, minimum wages, paying remuneration, determiningthe term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some ofour employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit ourability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.In addition, according to the PRC Social Insurance Law, which was released on July 1, 2011, amended on December 29, 2018 andbecame effective on the same day, and the Administrative Regulations on the Housing Provident Funds, which was released on April 3, 1999,amended on March 24, 2019 and became effective on the same day, companies operating in the PRC are required to participate in pensioninsurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance and housing provident fund plans,and the employers must pay all or a portion of the social insurance premiums and housing provident funds for their employees. Webelieve our current practice complies with the Labor Contract Law and its amendments. However, the relevant governmental authoritiesmay take a different view and impose fines on us.

As the interpretation and implementationof these laws and regulations are still evolving, our employment practices may not at all times be deemed in compliance with the newlaws and regulations. If we incur significant liabilities in connection with labor disputes or investigations, our businesses and resultsof operations may be adversely affected.

Changes in the PRC’s economic, politicalor social conditions or government policies could have a material adverse effect on our PRC businesses and operations.

The PRC’s economy differsfrom the economies of the PRC’s counterpart countries in many respects, including the level of government involvement, level ofdevelopment, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measuressince the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productiveassets, and the establishment of improved corporate governance in business enterprises, which are generally viewed as a positive developmentfor foreign business investment, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition,the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC governmentalso exercises significant control over the PRC’s economic growth through allocating resources, controlling payments of foreigncurrency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the PRC’s economyhas experienced significant growth over the past decades, such growth has been uneven, both geographically and among various sectorsof the economy, and the rate of growth has been slowing down. In addition, in the past, the PRC government has implemented certain measuresto control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a low demandfor our products and services.

Our PRC Subsidiaries are subject to restrictionson paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements in the future.

Although currently our PRCSubsidiaries are inactive, in the future, we may need dividends and other distributions on equity from our PRC Subsidiaries to satisfyour liquidity requirements. Current PRC regulations permit our PRC Subsidiaries to pay dividends to their respective shareholders onlyout of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, such companiesare required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amountset aside reaches 50% of its registered capital. Each of our PRC Subsidiaries may also, at the respective subsidiary’s discretion,allocate a portion of its after-tax profits based on its articles of association and PRC accounting standards to certain reservefunds. These reserves are not distributable as cash dividends. Furthermore, if our PRC Subsidiaries incur debt on their own behalf inthe future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitationon the ability of our PRC Subsidiaries to distribute dividends or to make payments to us may restrict our ability to satisfy our futureliquidity requirements.

In addition, the EnterpriseIncome Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payableby PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangementsbetween the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises areincorporated.

PRC regulation on loans to, and direct investmentin, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loansto or making additional capital contributions to our PRC Subsidiaries.

Any funds we transfer to thePRC Subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration withrelevant governmental authorities in China. According to the relevant PRC regulations on foreign invested enterprises in China, capitalcontributions to our PRC Subsidiaries are subject to the registration with the State Administration for Market Regulation or its localcounterpart and registration with a local bank authorized by the State Administration of Foreign Exchange (“SAFE”). In addition,(i) any foreign loan procured by our PRC Subsidiaries is required to be registered with the SAFE or its local branches and (ii) any ofour PRC Subsidiaries may not procure loans which exceed the difference between its total investment amount and registered capital or,as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China.Additionally, any medium or long-term loans to be provided by us to the PRC Subsidiaries must be registered with the National Developmentand Reform Commission and SAFE or its local branches. We may not be able to obtain these government approvals or complete such registrationsin a timely manner, or at all, with respect to future capital contributions or loans by us to our PRC Subsidiaries. If we fail to receivesuch approvals or complete such registration or filing, our ability to use the proceeds of future offerings to capitalize our PRC operationsmay be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

SAFE promulgated the Noticeof the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-investedEnterprises, or SAFE Circular 19, effective on June 1, 2015 and was amended on December 30, 2019, in replacement of the Circularon the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capitalof Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengtheningthe Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerningthe Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMBcapital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capitalmay not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans thathave been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registeredcapital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMBconverted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposesbeyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRCin actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing theForeign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiteratessome of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominatedregistered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loansto non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFECircular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency it holds, including the netproceeds from the offering to our PRC Subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our businessin the PRC. On October 23, 2019, SAFE issued the Notice of the State Administration of Foreign Exchange on Further FacilitatingCross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchangecapital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investmentsby using their capital if (i) such investments do not violate the current Negative List and (ii) the domestic investment projects areauthentic and are in compliance with relevant regulations. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFEand competent banks will carry it out in practice.

In light of the various requirementsimposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you thatwe will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, ifat all, with respect to future loans or future capital contributions by us to our PRC Subsidiaries. If we fail to complete such registrationsor obtain such approvals, our ability to capitalize or otherwise fund our PRC operations may be negatively affected, which could materiallyand adversely affect our liquidity and our ability to fund and expand our business.

PRC regulations relating to offshore investment activities byPRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to injectcapital into our PRC subsidiary, limit our PRC subsidiary’s ability to increase its registered capital or distribute profits tous, or may otherwise adversely affect us.

In July 2014, SAFE promulgatedthe Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing andRoundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant Issues Concerning ForeignExchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, orSAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (includingPRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshoreinvestment activities. SAFE Circular 37 may be applicable to any offshore acquisitions that we make in the future.

Under SAFE Circular 37, PRCresidents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purposevehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who isa direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect tothat SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholdersto update their registration with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registrationor to update the previously filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits orthe proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additionalcapital contributions into its subsidiary in China. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and ImprovingForeign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, includingthose required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine theapplications and accept registrations under the supervision of SAFE.

As of the date of this prospectus,none of our shareholders are subject to the SAFE Circular 37. We may not be informed of the identities of all the PRC residents holdingdirect or indirect interest in our company, however, and we have no control over any of our future beneficial owners. Thus, we cannotprovide any assurance that our current or future PRC resident beneficial owners will comply with our request to make or obtain any applicableregistrations or continuously comply with all registration procedures set forth in these SAFE regulations. Such failure or inability ofour PRC residents beneficial owners to comply with these SAFE regulations may subject us or our PRC resident beneficial owners to finesand legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiary’s ability to distribute dividendsto or obtain foreign-exchange-dominated loans from us, or prevent us from being able to make distributions or pay dividends, as a resultof which our business operations and our ability to distribute profits to you could be materially and adversely affected.

Recent joint statement by the SEC and thePCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteriato be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who arenot inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securitiesin the U.S.

On April 21, 2020, SEC ChairmanJay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting therisks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statementemphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risksof fraud in emerging markets.

On May 18, 2020, Nasdaq filedthree proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”,(ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii)apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senatepassed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreigngovernment if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibitedto trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies AccountableAct. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SECannounced the adoption of interim final amendments to implement the submission and disclosure requirements of the Holding Foreign CompaniesAccountable Act. In the announcement, the SEC clarifies that before any issuer will have to comply with the interim final amendments,the SEC must implement a process for identifying covered issuers. The announcement also states that the SEC staff is actively assessinghow best to implement the other requirements of the Holding Foreign Companies Accountable Act, including the identification process andthe trading prohibition requirements.

On June 22, 2021, the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signedinto law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding ForeignCompanies Accountable Act from three years to two. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “ConsolidatedAppropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things,an identical provision to HFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitionsunder the HFCAA from three years to two.

On September 22, 2021, thePCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to usewhen determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company isunable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a positiontaken by one or more authorities in that jurisdiction.

On December 2, 2021, the SECissued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies AccountableAct. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registeredpublic accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely becauseof a position taken by an authority in foreign jurisdictions. The final amendments are effective on January 10, 2022. The SEC will beginto identify and list Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.

On December 16, 2021, PCAOBannounced the PCAOB Holding Foreign Companies Accountable Act determinations (the “PCAOB determinations”) relating to thePCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in China of the PRC orHong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRCor Hong Kong.

On August 26, 2022, PCAOB signeda Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigationsof audit firms based in China and Hong Kong.

On December 15, 2022, the PCAOB announced in the2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquarteredin mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary.

Should the PCAOB again encounter impediments toinspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction,including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. The inability of the PCAOBto conduct inspections of auditors in PRC makes it more difficult to evaluate the effectiveness of these accounting firm’s auditprocedures or quality control procedures as compared to auditors outside of PRC that are subject to the PCAOB inspections, which couldcause investors and potential investors in our Common stock to lose confidence in our audit procedures and reported financial informationand the quality of our financial statements.

Our auditor WWC, P.C., theindependent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companiesthat are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuantto which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards Our auditor, WWC,P.C. is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis, with the last inspection conductedin December 2021. It is not subject to the determinations announced bythe PCAOB on December 16, 2021 or the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Financeof the People's Republic of China on August 26, 2022.

However, the recentdevelopments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would applyadditional and more stringent criteria to us since we are an emerging growth company and substantially all of our operations areconducted in China. Furthermore, the Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted toinspect an issuer’s public accounting firm within three years, may result in the delisting of our Company or prohibition oftrading in our Common stock in the future if the PCAOB is unable to inspect our accounting firm at such future time. TheAccelerating Holding Foreign Companies Accountable Act, if passed by the U.S. House of Representatives and signed into law, wouldreduce the period for foreign companies to comply with PCAOB audits to two consecutive years instead of three, thus reducing thetime period for triggering the prohibition on trading, and this ultimately could result in our common stock being delisted byan exchange.

The M&A Rules and certain PRC regulationsmay make it more difficult for us to pursue growth through acquisitions.

Among other things, the Regulationson Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agenciesin 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions, established additional proceduresand requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulationrequires, among other things, that the Ministry of Commerce of the PRC, or the MOFCOM, be notified in advance of any change-of-controltransaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations,if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the StateCouncil in 2008, are triggered. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’sCongress which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specifiedturnover thresholds must be cleared by the Anti-Monopoly Bureau of State Administration for Market Regulation, or the Anti-Monopoly Bureau,before they can be completed. Therefore, our acquisitions of other entities that we make in the future (whether by ourselves or our subsidiaries)and that meets the thresholds for clearance, may be required to be report to and approved by the anti-monopoly law enforcement agencyin the PRC, and we may be subject to penalty including but not limited to a fine of no more than RMB500,000 if we fail to comply withsuch requirement. In addition, PRC national security review rules which became effective in September 2011 require acquisitions by foreigninvestors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject tosecurity review before consummation of any such acquisition. On December 19, 2020, the Measures for the Security Review for Foreign Investmentwas jointly issued by National Development and Reform Commission (“NDRC”) and MOFCOM and took effect from January 18, 2021.The Measures for the Security Review for Foreign Investment specified provisions concerning the security review mechanism on foreigninvestment, including the types of investments subject to review, review scopes and procedures, among others.

We may pursue potential strategicacquisitions that are complementary to our business and operations in the future. Complying with the requirements of these regulationsto complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearancefrom the MOFCOM or the Anti-Monopoly Bureau or its local counterparts or other relevant governmental authorities, may delay or inhibitour ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Enhanced scrutiny over acquisition transactionsby the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

Pursuant to the Notice on StrengtheningAdministration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued bythe PRC’s State Administration of Taxation (“SAT”) on December 10, 2009, where a foreign investor transfers theequity interests of a resident enterprise indirectly via disposition of the equity interests of an overseas holding company, or an “indirecttransfer,” and such overseas holding company is located in a tax jurisdiction that (i) has an effective tax rate less than12.5% or (ii) does not tax foreign income of its residents, the foreign investor shall report the indirect transfer to the competentPRC tax authority. The PRC tax authority will examine the true nature of the indirect transfer, and if the tax authority considers thatthe foreign investor has adopted an “abusive arrangement” to avoid PRC tax, it may disregard the existence of the overseasholding company and re-characterize the indirect transfer and as a result, gains derived from such indirect transfer may besubject to PRC withholding tax at a rate of up to 10%.

On February 3, 2015, theSAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on IndirectProperty Transfer by Non-Resident Enterprises, or SAT Bulletin 7, to supersede existing provisions in relation to the “indirecttransfer” as set forth in SAT Circular 698, while the other provisions of SAT Circular 698 remain in force. Pursuant to SAT Bulletin7, where a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises without any justifiablebusiness purposes and aiming to avoid the payment of enterprise income tax, such indirect transfer must be reclassified as a direct transferof equity in PRC resident enterprise. To assess whether an indirect transfer of PRC taxable properties has reasonable commercial purposes,all arrangements related to the indirect transfer must be considered comprehensively and factors set forth in SAT Bulletin 7 must becomprehensively analyzed considering the actual circumstances. SAT Bulletin 7 also provides that, where a non-PRC residententerprise transfers its equity interests in a resident enterprise to its related parties at a price lower than the fair market value,the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

On October 17, 2017, theSAT issued the Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprisesas Source, or SAT Bulletin 37, which repealed the entire SAT Circular 698 and the provision in relation to the time limit for the withholdingagent to declare to the competent tax authority for payment of such tax of SAT Bulletin 7. Pursuant to SAT Bulletin 37, the income froma property transfer, as stipulated in the second item under Article 19 of the Enterprise Income

Tax Law shall include the income derived from transferringsuch equity investment assets as stock equity. The balance of deducting the equity’s net value from the total income from equitytransfer shall be taxable income from equity transfer. Where a withholding agent enters into a business contract, involving the incomespecified in the third paragraph of Article 3 in the Enterprise Income Tax Law, with a non-resident enterprise, the tax-excluding incomeof the non-resident enterprise will be treated as the tax-including income, based on which the tax payment will becalculated and remitted, if it is agreed in the contract that the withholding agent shall assume the tax payable.

During the effective periodof SAT Circular 698 and by the application of SAT Bulletin 7 and SAT Bulletin 37, some intermediary holding companies were looked throughby the PRC tax authorities, and consequently the non-PRC resident investors were deemed to have transferred the PRC Subsidiaryand PRC corporate taxes were assessed accordingly. It is possible that we or our non-PRC resident investors may at some pointbe at risk of being taxed under SAT Bulletin 7 and SAT Bulletin 37 and may be required to expend valuable resources to comply with SATBulletin 7 and SAT Bulletin 37 or to establish that we or our non-PRC resident investors should not be taxed under SAT Bulletin7 and SAT Bulletin 37, which may have an adverse effect on our financial condition and results of operations or such non-PRC residentinvestors’ investment in the Company.

It may be difficult for overseas shareholdersand/or regulators to conduct investigations or collect evidence within the PRC.

Shareholder claims or regulatoryinvestigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in the PRC. Forexample, in the PRC, there are significant legal and other obstacles to providing information needed for regulatory investigations orlitigation initiated outside the PRC or otherwise with respect to foreign entities. Although the authorities in the PRC may establisha regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-bordersupervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficientin the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, whichbecame effective in March 2020, or Article 177, the securities regulatory authority of the State Council may collaborate with securitiesregulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177further provides that no overseas securities regulator is allowed to directly conduct investigation or evidence collection activitieswithin the territory of the PRC, and that PRC entities and individuals are not allowed to provide documents or materials related to securitiesbusiness activities to overseas agencies without prior consent of the securities regulatory authority of the State Council and the competentdepartments of the State Council. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated,the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within the PRCmay further increase difficulties faced by you in protecting your interests.

Regulation and censorship of information disseminatedover the Internet in the PRC may adversely affect our business, and we may be liable for content that is displayed on our website.

The PRC has enacted laws andregulations governing internet access and the distribution of products, services, news, information, audio-video programs and other contentthrough the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deemsto be in violation of PRC laws and regulations. If any of our Internet information is deemed by the PRC government to violate any contentrestrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscationof income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our PRC businesses,financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our customersor users of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of contentthat may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in the PRC.

Additional factors outside of our controlrelated to doing business in the PRC could negatively affect our business.

Additional factors that couldnegatively affect our business include a potential significant revaluation of the RMB, which may result in an increase in the cost ofoperating in the PRC. Natural disasters or health pandemics impacting the PRC can also have a significant negative impact on our PRCbusinesses. Further, the imposition of trade sanctions or other regulations against products imported by us from, exported by us into,or the loss of “normal trade relations” status with the PRC could significantly increase our cost of products exported outsideof or imported into the PRC and harm our business.

Payment of dividendsis subject to restrictions under Nevada and the PRC laws.

UnderNevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets willexceed our liabilities after the payment of such dividends. Our ability to pay dividends will therefore depend on our ability to generateadequate profits. In addition, because of a variety of rules applicable to our operations in the PRC and the regulations on foreign investmentsas well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

Asa holding company, we may rely on dividends and other distributions from our PRC Subsidiaries for cash requirements. If a PRCsubsidiary incurs any debts, the instruments governing such debts may restrict its ability to pay dividends to us. To the extentcash or assets in the business is in the PRC or a PRC subsidiary, the cash or assets may not be available to fund operations or forother use outside of the PRC due to interventions in or the imposition of restrictions and limitations on our or oursubsidiaries’ ability by the PRC government to transfer cash or assets.

CurrentPRC regulations permit Chinese operating subsidiaries to pay dividends to foreign parent companies only out of their accumulated profits,if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China isrequired to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches50% of its registered capital. Each of our subsidiaries in China is also required to further set aside a portion of its after-tax profitsto fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.While the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excessof retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

Cashdividends, if any, on our common stock will be paid in U.S. dollars. The PRC government also imposes restrictions on the conversion ofRMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing theadministrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore,if our subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit theirability to pay dividends or make other payments. If we are unable to receive earnings distributions from our operating subsidiaries inChina, we would be unable to pay dividends on our shares.

Ifwe are deemed by the PRC tax authorities as a PRC tax resident enterprise for tax purposes, any dividends we pay to our non-PRC residentshareholders may be regarded as China-sourced income and as a result, may be subject to PRC withholding tax at a rate of up to 10.0%.Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxationand Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kongresident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certainrequirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevantdividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutivemonths preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kongtax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificateon a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kongtax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividendsto be paid by our PRC Subsidiaries to our Hong Kong subsidiary, Advanced Biomed HK. Our PRC Subsidiaries currently do not have any planto declare and pay dividends, and we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.

Asof the date of this prospectus, we have not paid, and do not anticipate paying in the foreseeable future, dividends or other distributionsto our shareholders. None of our PRC Subsidiaries have ever paid any dividends or distributions outside of China. We presently intendto retain all earnings to fund our operations and business expansions.

Wecan give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends,if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements,general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

Risks Related toour Common Stock

Our common stock may not develop an activetrading market and the price and trading volume of our shares may fluctuate significantly.

Following this offering,our common stock will be listed on the NASDAQ Capital Market. We cannot predict whether investor interest in us will lead to the developmentof an active and liquid trading market. In addition, no assurances can be given regarding when, and if, we will be able to list on anational exchange, including whether or not we will be able to meet applicable listing standards for any such exchange. If an activetrading market does not develop, holders of our shares of common stock may have difficulty selling our shares that may now be owned ormay be purchased later. In addition, until we are able to be listed on a national exchange, the number of investors willing to hold oracquire our shares may be reduced, we may receive decreased news and analyst coverage, and we may be limited in our ability to issueadditional securities or obtain additional financing in the future on terms acceptable to us, or at all. Even if an active trading marketdevelops for our shares, the market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition,the trading volume of our shares may fluctuate and cause significant price variations to occur.

We do not anticipatepaying cash dividends on our Common Stock in the foreseeable future.

Wedo not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to financedevelopment and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in uswill be if the market price of our Common Stock appreciates.

Our Chairman Dr.Yi Lu and Chief Executive Officer Dr. Hung To Pau collectively own a majority of our outstanding shares of common stock and could significantlyinfluence the outcome of our corporate matters.

OurChairman Dr. Yi Lu beneficially owns 33.54% of our outstanding shares of Common Stock, and Chief Executive Officer Dr. Hung To Pau beneficiallyowns 17.62% of our outstanding shares of Common Stock. As a result, Messrs. Lu and Pau are collectively able to exercise significantinfluence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approvalof significant corporate transactions that we may consider, such as a merger or sale of our company or its assets. This concentrationof ownership in our shares by an executive officer and controlling shareholders will limit other shareholders’ ability to influencecorporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

The price of our common stock may be volatileor may decline regardless of our operating performance, and stockholders may not be able to resell their shares.

The market price of our stockmay fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock marketshave experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of securities of manycompanies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of thosecompanies.

Risks Related to this Offering

If you purchasecommon stock in this offering, you will experience immediate dilution in the common stock included in the common stock you purchase.You will experience further dilution if we issue additional equity securities in future financing transactions.

Purchasersof common stock in this offering will pay a price per share of common stock included in the common stock you purchase that exceeds thenet tangible book value per share of our common stock. Investors participating in this offering will incur immediate and substantialdilution. Giving effect to our receipt of approximately $[ ] million of estimated net proceeds, after deducting underwriting discountsand commissions and estimated offering expenses payable by us from our sale of common stock in this offering at an assumed public offeringprice of $[ ] per share, our pro forma as adjusted net tangible book value as of June 30, 2022 would have been $[ ] per share. This amountrepresents an immediate increase in net tangible book value of $[ ] per share of our common stock to existing stockholders and an immediatedilution in net tangible book value of $[ ] per share of our common stock to new investors purchasing in this offering. In addition,you could experience further dilution if the warrants issued in this offering are exercised. See the section entitled “Dilution”below for a more detailed illustration of the dilution you would incur if you purchase common stock in this offering.

Ifwe issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, includinginvestors who purchase shares of common stock in this offering, may experience additional dilution, and any such issuances may resultin downward pressure on the price of our common stock. We also cannot assure you that we will be able to sell shares or other securitiesin any future offering at a price per share that is equal to or greater than the price per share paid by investors in this offering,and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.

Nasdaq may apply additional and more stringentcriteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portionof the company’s listed securities.

Nasdaq Listing Rule 5101provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may usesuch discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particularsecurities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makesinitial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securitiesmeet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initialor continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where thecompany engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”),an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience toadequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insidersholding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establishthe company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii)where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations,or members of the board of directors or management. Our public offering will be relatively small, and our company’s insiders willhold a large portion of the company’s listed securities. Nasdaq might apply the additional and more stringent criteria for ourinitial and continued listing, which might cause delay or even denial of our listing application.

If we cannot satisfy, or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market, our securities may not be listed or may be delisted, whichcould negatively impact the price of our securities and your ability to sell them.

We will seek to have oursecurities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will beable to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannotassure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following thisoffering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq CapitalMarket, including those regarding minimum stockholders’ equity, minimum share price, and certain corporate governance requirements.Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continueto satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining ourlisting, our securities could be subject to delisting.

If the Nasdaq Capital Marketdoes not list our securities or subsequently delists our securities from trading, we could face significant consequences, including:

The market price of our common stock maybe volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the publicoffering price.

Recently, there have beeninstances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initialpublic offerings, especially among companies with relatively smaller public floats. The public offering price for our common stock willbe determined through negotiations between the underwriters and us and may vary from the market price of our common stock following ourpublic offering. If you purchase our common stock in our public offering, you may not be able to resell those shares at or above thepublic offering price. We cannot assure you that the public offering price of our common stock, or the market price following our publicoffering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior toour public offering. The market price of our common stock may fluctuate significantly in response to numerous factors, many of whichare beyond our control, including:

We may experience extreme stock price volatility,including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficultfor prospective investors to assess the rapidly changing value of our common stock.

In addition to the risksaddressed above, our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of ourbusiness. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreadsin bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-runup, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our common stockmay also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broadmarket fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. Asa result of this volatility, investors may experience losses on their investment in our common stock. Furthermore, the potential extremevolatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’sfinancial performance and public image, negatively affect the long-term liquidity of our common stock, regardless of our actual or expectedoperating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated toour actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing forprospective investors to assess the rapidly changing value of our common stock and understand the value thereof.

We have broad discretion in the use ofthe net proceeds from our public offering and may not use them effectively.

To the extent (i) we raisemore money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that theproposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty theparticular uses of such net proceeds that we will receive from our public offering. Our management will have broad discretion in theapplication of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we mayspend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectivelycould harm our business and financial condition. Pending their use, we may invest the net proceeds from our public offering in a mannerthat does not produce income or that loses value. As of the date of this Prospectus, Management has not determined the types of businessesthat the Company will target or the terms of any potential acquisition.

We do not intend to pay dividends for theforeseeable future.

We currently intend to retainany future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in theforeseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our commonstock increases.

Shares eligible for future sale may adverselyaffect the market price of our common stock, as the future sale of a substantial amount of outstanding common stock in the public marketplacecould reduce the price of our common stock.

The market price of our sharescould decline as a result of sales of substantial amounts of our shares in the public market or the perception that these sales couldoccur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our common stock. shareswill be outstanding immediately after this offering if the firm commitment is completed and the underwriters do not exercise their over-allotmentoption and shares if exercised in full. All of the shares sold in the offering will be freely transferable without restriction or furtherregistration under the Securities Act. The remaining shares will be “restricted securities” as defined in Rule 144. Theseshares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptionsunder the Securities Act. See “Shares Eligible for Future Sale” On page 107.

We will incur additional costs as a resultof becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this offering,we will become a public company. As a public company, we will incur significant legal, accounting and other expenses that we did notincur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the Nasdaq Capital Marketrequire significantly heightened corporate governance practices for public companies. We expect that these rules and regulations willincrease our legal, accounting and financial compliance costs and will make many corporate activities more time-consuming and costly.

We do not expect to incurmaterially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. In theevent that we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investorsmay lose confidence in us and the market price of our common stock could decline.

The obligation to disclose informationpublicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this offering,we will be a publicly listed company in the United States. As a publicly listed company, we will be required to file annual reports withthe Securities and Exchange Commission. In some cases, we will need to disclose material agreements or results of financial operationsthat we would not be required to disclose if we were a private company. Our competitors may have access to this information, which wouldotherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, wewill be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extentcompliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affectour results of operations.

CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS

The Information in this prospectus includes“forward-looking statements”. All statements, other than statements of historical fact included in this prospectus,regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plansand objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,”“anticipate,” “intend,” “estimate,” “expect,” “project” and similarexpressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifyingwords. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements describedunder the heading “Risk Factors” included in this prospectus. These forward-looking statements are based on our currentexpectations and assumptions about future events and are based on currently available information as to the outcome and timingof future events. Nevertheless, and despite the fact that management’s expectations and estimates are based on assumptionsmanagement believes to be reasonable and data management believes to be reliable, our actual results, performance or achievementsare subject to future risks and uncertainties, any of which could materially affect our actual performance. These forward-lookingstatements include, but are not limited to, statements about our future financial performance, including the following:

Although the forward-looking statements includedherein, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the directionof our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptionsor other future performance suggested herein. Except as required by applicable law, including by the securities laws of the United States,we do not intend to update any of the forward-looking statements to conform these statements to actual results. 

USE OF PROCEEDS

After deducting theunderwriting discounts and commissions and estimated expenses of this offering payable by us, we expect net proceeds from thisoffering of approximately $[ ] million based on an assumed offering price of $[ ] per share. If the underwriters fully exercise theover-allotment option, net proceeds from this offering of approximately $ million. The net proceeds from this offering must beremitted to Taiwan and Hong Kong before we will be able to use the funds to grow our business. The procedure to remit funds may takeseveral months after completion of this offering, and we will be unable to use the offering proceeds in Taiwan and Hong Kong untilremittance is completed.

We intend to use the net proceeds of this offeringas follows after we complete the remittance process:

We estimate that 80% of the proceedsof this Offering will be sufficient for us to complete IVD clinical trials, warp up chip development and production preparation, upgradeour current laboratories and build new facilities without raising additional capital.

Specifically, we believe 40% ofthe proceeds will be enough to cover the entire clinical trials of IVD products, which are set to start in China in June 2023 and areexpected to complete within one year. The trial aims to involve 5,000 individuals, and the average cost is estimated to be approximately$6,500 per person. Other expenses include experimental equipment, reagents, CRO fees, clinical trial fees, testing fees, subject fees,etc.

We will allocate 20% of thetotal proceeds to support us in completing the design, development, registration, and production preparation of our products andchips.

Finally, 20% of the overallproceeds will be used to modernize our laboratories in PRC, Hong Kong, and Taiwan and finish building new laboratories andproduction facilities in the U.S. and the United Kingdom.

The precise amounts and percentageof proceeds we devote to particular categories of activity and their priority of use will depend on prevailing market and business conditionsas well as on the nature of particular opportunities that may arise from time to time. Accordingly, we reserve the right to change theuse of proceeds that we presently anticipate and describe herein. Pending remitting the offering proceeds to Taiwan, we intend to investour net proceeds in short-term, interest bearing, and investment-grade obligations.

DIVIDEND POLICY

We have never declared orpaid any cash dividends on our shares and we do not anticipate paying any cash dividends on our shares in the foreseeable future. Itis presently intended that we will retain our earnings for future operations and expansion.

Within the organization,investor cash inflows have all been received by Advanced Biomed Inc., the parent Nevada entity. Cash to fund Advanced Biomed’soperations is transferred from: (i) the Nevada parent to its operating companies through capital contributions; and (ii) operatingcompanies to other operating companies through capital contributions.

As a holding company, AdvancedBiomed Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements.If any of Advanced Biomed’s subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restricttheir ability to pay dividends to Advanced Biomed Inc. As of the date of this prospectus, neither Advanced Biomed Inc. nor any of itssubsidiaries have ever paid dividends or made distributions.

Advanced Biomed had a netloss in fiscal year 2022 and does not expect to distribute earnings in the near future. Going forward, Advanced Biomed intends to continueto invest profit generated from its business operations to invest in new markets or business lines.

As of March 31, 2023, thefollowing cash transfers have been made from the holding company Advanced Biomed Inc. to its subsidiaries to support research and development in Taiwan and Hong Kong:

Advanced Biomed’ssubsidiaries have not made any dividend distributions to the holding company Advanced Biomed. Advanced Biomed has not made any dividenddistribution to its U.S. or non-U.S. shareholders.

Besides the aforementioned paragraph “Advanced Biomed Taiwanis subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interestor making other payments to us.”, NTD is freely convertibleinto other currencies. As result, Advanced Biomed Taiwan has the ability to use their potential future NTD net profits to pay dividendsto Advanced Biomed after deducting tax withheld at source. The proceeds of this offering from Advanced Biomed to Advanced Biomed Taiwanshould be approved by Taiwan Investment Commissions.

RMB is not freely convertibleinto other currencies. As result, any restriction on currency exchange may limit the ability of Advanced Biomed’s PRC Subsidiariesto use their potential future RMB revenues to pay dividends to Advanced Biomed. The PRC government imposes controls on the convertibilityof RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currencymay then restrict the ability of our PRC Subsidiaries to remit sufficient foreign currency to our offshore entities for our offshoreentities to pay dividends or make other payments or otherwise to satisfy our foreign-currency- denominated obligations. Currently, ourPRC Subsidiaries do not purchase any foreign currency for settlement. However, if such needs arise in the future, the State Administrationof Foreign Exchange of China (“SAFE”) and other relevant PRC governmental authorities may limit or eliminate our abilityto purchase foreign currencies in the future to settle transactions. The PRC government may continue to strengthen its capital controls,and additional restrictions and substantial vetting processes may be instituted by SAFE for cross-border transactions. Any existing andfuture restrictions on currency exchange may limit our ability to utilize revenue generated in RMB to fund our business activities outsideof PRC, pay dividends in foreign currencies to holders of our securities or to obtain foreign currency through debt or equity financingfor our subsidiaries.

Based on the current corporatestructure, Advanced Biomed does not believe that there are restrictions and limitations on its ability to: (i) remit offering proceedsto its subsidiaries outside China; (ii) distribute earnings from its businesses, including subsidiaries outside China, to the parentcompany and U.S. investors; and (iii) settle amounts owed.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and totalcapitalization as of June 30, 2022 and March 31, 2023:

The pro forma informationbelow is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the offeringprice of our common stock and other terms of this offering determined at pricing. You should read this table in conjunction with ourfinancial statements and notes thereto included in this prospectus, and the information under “Management’s Discussion andAnalysis of Financial Condition and Results of Operations.”

If the underwriters’ over-allotment optionto purchase additional shares of common stock from us was exercised in full, pro forma (i) common stock would be [ ] shares, (ii) additionalpaid-in capital would be $[ ], (iii) total stockholders’ equity would be $[ ] and (iv) total capitalization would be $[ ].

DILUTION

The dilution in net tangible book value per shareto new investors, represents the difference between the amount per share paid by in purchasers of shares this offering and the pro formanet tangible book value per share immediately after completion of this offering. After giving effect to the sale of the [ ] shares beingsold pursuant to this offering at an assumed public offering price of $[ ] per share (without over-allotment option) and after deductingthe underwriting discount and commission payable by us in the amount of $[ ] and estimated offering expenses in the amount of approximately$[ ], our pro forma net tangible book value would be approximately $[ ] per share of common stock. This represents an immediate increasein net tangible book value of $[ ] per share to existing shareholders and an immediate and substantial dilution in net tangible book valueof $[ ] per share to new investors purchasing shares in this offering.

If the underwriters exercise their over-allotmentoption in full, our pro forma net tangible book value would be approximately $[ ] per share of common stock, the increase in net tangiblebook value of $[ ] per share to existing shareholders and an immediate and substantial dilution in net tangible book value of $[ ] pershare to new investors purchasing shares in this offering.

The following table sets forth the estimated net tangiblebook value per share of common stock after the offering and the dilution to persons purchasing common stock based on the foregoing offeringassumptions.

The following table sets forth, on an as adjustedbasis as of June 30, 2022, the difference between the number of common stock purchased from us, the total consideration paid, and theaverage price per share paid by our existing shareholders and by new public investors before deducting estimated underwriting discountsand commissions and estimated offering expenses payable by us, using an assumed public offering price of $[ ] per share:

After giving effect to the sale of common stock inthis offering by us, if the underwriters exercise in full their over-allotment option, our existing shareholders would own [ ]% and purchasersof common stock in this offering would own [ ]% of the total number of shares of common stock outstanding upon completion of this offering.

 MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financialcondition and results of operations should be read in conjunction with our consolidated financial statements and related notes includedelsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements basedupon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selectedevents could differ materially from those anticipated in these forward-looking statements as a result of several factors, including thoseset forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors”section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially fromour forward-looking statements.

Overview

We are a holding company incorporatedin the State of Nevada. We operate through Advanced Biomed Inc. (Taiwan) (“Advanced Biomed Taiwan”) and Advanced Biomed HKLimited (“Advanced Biomed HK”). Advanced Biomed Taiwan is responsible for the main operation and the design and developmentof the company's primary technologies and products. Since our establishment in 2014, we have been focusing on the integration of multipleinterdisciplinary technologies and established our own microfluidic technology platform. Utilizing the physical and molecular biologicalcharacteristics of tumor cells, we have developed various advanced and original research through the joint application of semiconductortechnology and biotechnology. This includes complex precision structures, dielectric detection, functional microfluidic biochips, microfluidicintegrated semiconductor sensors, related application modules, and key components of medical testing equipment. We have also developeda series of medical testing equipment and related products by integrating various functions of microfluidic modules, automation software,and hardware. Our technologies and products can be used for early screening and detection, diagnosis and staging, and treatment of cancerthrough the detection of circulating tumor cells and related tumor markers in blood samples, capture of single circulating tumor cells,and single-cell sorting and determination. These products provide assistance in treatment selection and patient prognosis interventiononce the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized operation company, mainly responsiblefor market operation and management in China, localized production, product registration, and future local market sales of our productsin accordance with relevant local regulations in China. In the future, we will also establish operation centers in countries and regionsin North America and Europe.

Our devices, A⁺Pre,AC-1000, A⁺CellScan, and A⁺SCDrop, and three corresponding microfluidic biochips, A⁺Pre Chip and AC-1000CTC Enrichment Chip and A⁺CellScan Chip, are designed to provide rapid and affordable assay products and services to cancerpatients. Among them, A⁺Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separationand enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A⁺CellScanis mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A⁺SCDrop preserves the originalviability of single cells.

Additionally, we have finishedthe research and development stage for four matching immunostaining kits, A⁺CTCE, A⁺CTCM, A⁺EMT and A⁺CM,and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of differentcolors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can beobserved through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determinedaccordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A⁺CTCEkit is mainly used to identify epithelial circulating tumor cells, the A⁺CTCM kit is used to identify mesenchymal circulatingtumor cells, the A⁺EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A⁺CMkit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).

We also developed a product forearly screening of lung cancer, the A⁺LCGuard Lung Cancer Early Screening Kit (“A⁺LCGuard”), which isused to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the research,design, and development of A⁺LCGuard. A⁺LCGuard is Class III medical devices and is required to conduct clinicaltrials before completing the registration process. We plan to start A⁺LCGuard’s clinical trials in June 2023, which areexpected to be completed in the second half of 2024, and the registration declaration will be made afterwards.

All of our products must go throughthree steps to receive the required clearance from the NMPA before they can be sold to customers. The three steps are research and development,registration application, and registration review, which must be done in that order. At the registration application stage, we have toassemble all the required application materials, complete clinical trials (if required by NMPA), and work with an NMPA accredited third-partyorganization to examine our products in accordance with NMPA rules. NMPA will review our application during the registration review periodand may request additional information before officially approving or denying our applications. Currently, A⁺Pre and AC-1000and their corresponding chips have been cleared by the NMPA; A⁺SCDrop, A⁺CellScan, A⁺CellScan Chip, andA⁺LCGuard are at the registration application stage; the four matching immunostaining kits are under registration review. Asof the date of this prospectus, we have not applied for similar clearances from other jurisdictions.

We participated in a scientificresearch project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to testA+Pre, AC-1000 and A⁺LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patients with nodularchanges or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imaging studies.7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physical examination(for healthy individuals), and A⁺Pre, AC-1000, and A⁺LCGuard kits were used to determine whether there were circulatingtumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination results of the tested individualswere compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides theresearch and development basis for our products. Specifically, A+Pre and AC-1000 were at the research and development stage, and we completedtheir effectiveness and performance indicators testing through this project. At the same time, A⁺LCGuard finished its feasibilityand functional verification testing. All three products were tested together throughout the entire project.

All of our products must be approvedby applicable regulatory authorities before being sold to customers. A⁺Pre and A⁺CellScan can work with third-partyproducts to achieve their designed objectives. AC-1000 and A⁺SCDrop may be used together with other devices according to differentapplication scenarios below. For the A⁺LCGuard early screening kit, it has to be used in combination with A⁺Preand AC-1000. Our four staining kits, A⁺CTCE, A⁺CM, A⁺CTCM, and A⁺EMT, can be used independentlyor with third-party products. A⁺Pre, AC-1000, and A⁺CellScan require the use of our supporting microfluidic chips.

Due to the different regulatoryrequirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries,it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulationsbefore engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketingand sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so thatproducts and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the earlytumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in thefuture, we have adopted the operation model of centralized research and development and localized management. We have started the registration process with the NMPA in China for all of our products. Later on, the Company may establish subsidiariesin the United States and Europe to produce products and carry out product registration. To achieve that, our products must be clearedby the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeennemarking (“CE marking”) from competent authority in each European Union member state.

We are looking for suitable locationsin the states of California and Washington for our planned expansion to the North America market. We aim to complete site selection andpersonnel recruitment in the United States by the end of 2023 and start product registration, testing and production in 2024. Our US subsidiarywill be responsible for the production and registration of our equipment and related products in the US. Production, testing, and clinicaltrials in our US market will be conducted in accordance with US regulations, and clinical data from trials conducted in China will notbe used to establish product standards. In addition, we also plan to break into the European market by establishing a United Kingdom subsidiary,which is expected to start its operation in 2024, and conduct localized management and operations in accordance with European regulations.In 2025, we will start the localized registration of our IVD products in Europe. As of the date of this prospectus, we have not conductedany clinical trials for our products.

However, as of the date of thisprospectus, we have not commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generatingproduct candidates until we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvalsfor candidate products. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device andproduct approvals or provide product service on time. We expect to be in a state of continuous loss for the next two to three years.  

Results of Operations

For the years ended June 30,2022 and 2021 and nine months period ended March 31, 2023 and 2022, the Company conducted its business through Advanced BiomedTaiwan and the PRC Subsidiaries as research and development centers for technology research and product development.

 Comparison of Results of Operations for the Fiscal Years EndedJune 30, 2022 and 2021

Since our inception, we donot have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generaterevenue from the sale of our product candidates until we complete clinical development, submit regulatory filings and receive approvalsfrom the applicable regulatory bodies for such product candidates, if ever. Our main activities through June 30, 2022 have been re-organizationaland capital raising activities and the research and development of three automated devices A⁺Pre, AC-1000 and A⁺SCDrop.We have initially applied these devices in clinic trials.

Comparison of Results of Operations for theNine Months Period Ended March 31, 2023 and 2022

For the nine-month periods endedMarch 31, 2023 and 2022, we incurred research and development expenses of $0.9 million and $2.7 million, respectively. The research anddevelopment expenses decreased by approximately $1.8 million or 67% for the nine-month periods ended March 31, 2023 mainly due to increasein research and development activities.

Our research and developmentexpenses are primarily related to research and development of microfluidic biochip technology and its application in precision medicinein the field of oncology, including early cancer screening and detection, diagnosis and staging, treatment selection, and patient prognosis.For the years ended June 30, 2022 and 2021, we incurred research and development expenses of $1.6 million and $1.7 million, respectively.The research and development expenses decreased by approximately $0.1 million or 7% for the fiscal year ended June 30, 2022 mainly dueto slow down of research and development activities as a result of lockdowns and movement restrictions in in response to COVID-19.

Our general and administrativeexpenses primarily consist of (i) staff cost; (ii) depreciation and amortization; (iii) office supplies and upkeep expenses; (iv) travellingand entertainment; (v) legal and professional fees; (vi) property and related expenses; (vii) insurance; and (viii) miscellaneous expenses.The following table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2022 and 2021:

The following table sets forththe breakdown of our general and administrative expenses for the nine months period ended March 31, 2023 and 2022:

For the years ended June 30, 2022and 2021 and nine-month periods ended March 31, 2023 and 2022, our general and administrative expenses amounted to $0.7 million, $0.1million, $1.2 million and $0.2 million respectively. The increase in administrative expenses by approximately $0.6 million or 638% and$0.9 million or 369% for the year ended June 30, 2022 and for the period ended March 31, 2023, respectively, is mainly attributable tothe increase in the staff costs, depreciation and amortization, service and maintenance fee, office supplies and upkeep expenses, travellingand entertainment, property and related expenses arising from the inclusion of the operations of the five PRC Subsidiaries subsequentto the acquisition by Advanced Biomed HK which took effect on January 1, 2022.

For the year ended June 30,2022, an impairment allowance of approximately US$1.6 million was recognized at the balance sheet date for the intangible assets relatedto the patents arising from the assets purchase on January 1, 2022 as management assessed that there were changes in circumstances indicatethat the carrying value of the assets might not be recoverable.

Net Loss for the Year/Period

As a result of the foregoing,our loss from operations for the year ended June 30, 2022 was $4.0 million, compared to a loss from operations of $1.8 million for theyear ended June 30, 2021.

Our loss from operations for thenine-month periods ended March 31, 2023 was $2.1 million, compared to a loss from operations of $1.1 million for the nine months endedMarch 31, 2022.

Off Balance Sheet Arrangements

We do not have any off-balancesheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Liquidity and CapitalResources

Our liquidity and workingcapital requirements are primarily related to our operating expenses. Historically, we have met our working capital and other liquidityrequirements primarily through a combination of cash generated from shareholders’ advances to the company. Going forward, we expectto fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from ouroperations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.

Working Capital

Webelieve that we have sufficient working capital for our requirements for at least the next 12 months from the date of thisprospectus, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us,including cash and additional paid-up capital received subsequent balance sheet date June 30, 2022 and March 31, 2023.

Cash flows

Thefollowing table summarizes our cash flows for the fiscal years ended June 30, 2021 and 2022 and the nine months ended March 31, 2023 and2022:

Cash Flow from OperatingActivities

During the years endedJune 30, 2021 and 2022 and the nine months period ended March 31, 2022 and 2023, the operating activities were primarily comprised the research and development activities, staff costs andadministrative expenses.

Our net cash used in operating activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation and amortizationand effects of changes in working capital such as decrease in prepaid expenses and other current assets and increase or decrease in accountspayables, accruals and other current liabilities.

For the year ended June 30,2021, our net cash used in operating activities was approximately $0.5 million, which primarily reflected our net loss of approximately$1.8 million, as positively adjusted by (i) the decrease in prepaid expenses and other current assets of approximately $1.3 million.

For the year ended June 30,2022, our net cash used in operating activities was approximately $0.7 million, which primarily reflected our net loss of approximately$4.0 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.1 million, (ii) impairment ofintangible assets of approximately $1.6 million, (iii) increase in accounts payable, accrual and other current liabilities of approximately$0.9 million and positively adjusted by (iv) decrease in prepaid expenses and other current assets of approximately $0.6 million.

For the nine-month period endedMarch 31, 2022, our net cash generated in operating activities was approximately $0.7 million, which primarily reflected our net lossof approximately $1.3 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.01 million,positively adjusted by (ii) increase in accounts payable, accrual and other current liabilities of approximately $2.1 million and (iii)decrease in prepaid expenses and other current assets of approximately $0.05 million.

For the nine-month period endedMarch 31, 2023, our net cash used in operating activities was approximately $3.1 million, which primarily reflected our net loss of approximately$2.1 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.2 million, (ii) decrease inaccounts payable, accrual and other current liabilities of approximately $1.02 million and (iii) increase in prepaid expenses and othercurrent assets of approximately $0.2 million.

Cash Flow from Investing Activities

Our cash flows used in investingactivities primarily consisted of (i) the purchase of intangible assets; (ii) the purchase of equipment, furniture and fixtures and leaseholdimprovements; (iii) purchase of right-of-use assets; and (iv) acquisition of assets of the subsidiaries.

For the year ended June 30,2021, our net cash used in investing activities was approximately $25,442 primarily due to the purchase of office equipment.

For the year ended June 30,2022, our net cash used in investing activities was approximately $1.1 million, primarily attributable to the purchase of equipment,furniture and fixtures and leasehold improvements of approximately $0.9 million, purchase of intangible assets of approximately $0.4million and positively adjusted by the acquisition of subsidiaries totaling of approximately $0.2 million.

For the nine-month period endedMarch 31, 2022, our net cash used in investing activities was approximately $0.2 primarily due to the payment for security deposits andother non-current assets and purchase of equipment, furniture and fixtures and leasehold improvements of approximately $0.6 million.

 For the nine-month periodended March 31, 2023, our net cash used in investing activities was approximately $0.06 primarily due to the payment for security depositsand other non-current assets.

Cash Flow from Financing Activities

Our cash flows fromfinancing activities primarily consists of proceeds from issuance of shares.

For the year ended June 30,2021, our Company recorded net cash generated from financing activities of approximately $0.7 million, which was mainly attributable tothe proceeds from issuance of shares of approximately $0.7 million.

For the year ended June 30,2022, our Company recorded net cash generated from financing activities of approximately $6.1 million, which was mainly attributable tothe proceeds from issuance of shares of approximately $6.1 million.

For the nine-month period endedMarch 31, 2023, our Company recorded net cash generated from financing activities of approximately $1 million, which was mainly attributableto the proceeds from issuance of shares of approximately $1 million.

Critical AccountingPolicies and Estimates

Ourfinancial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statementsand accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenuesand expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on variousother assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgmentsabout the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accountingpolicies that are significant to the preparation of our financial statements. These accounting policies are important for an understandingof our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayalof our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, oftenas a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibilitythat future events affecting the estimate may differ significantly from management’s current judgments. While our significant accountingpolicies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believethe following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financialstatements.

Weare an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced publiccompany reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantageof the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accountingstandards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standardsand acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statementsmay not be comparable to those of companies that comply with public company effective dates.

Use of Estimates andAssumptions

The preparation of consolidatedfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statementsand the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, when available,and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantlyfrom those estimates under different assumptions and conditions. Significant accounting estimates reflected in our consolidated financialstatements include the useful lives for property, plant and equipment and intangible assets, fair value of financial instruments, assumptionsused in assessing right of use assets, impairment of long-lived assets, property, plant and equipment, intangible assets and uncertaintax position. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We relyon these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differfrom these estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believecritical accounting policies as disclosed in this prospectus reflect the more significant judgments and estimates used in preparationof our consolidated financial statements.

 The following critical accountingpolicies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:

Intangible assets, net

The Company’s intangibleassets are stated at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimateduseful lives of the assets. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstanceswarrant revised estimates of useful lives.

Patents represent the estimatedfair value assigned to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets ratherthan a business combination are initially recognized in accordance with other application GAAP. Any consideration transferred in excessof the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computedusing the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally six years.Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. The Companyreviews finite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicatethat the carrying value of the assets might not be recoverable. An impairment allowance of approximately US$1.6 mil was recognized atthe balance sheet date for the intangible assets related to the patents as management assessed that there were changes in circumstancesindicate that the carrying value of the assets might not be recoverable.

Property, plant and equipment, net

Property, plant and equipmentare stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated usefullives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use.The estimated useful lives are as follows:

Expenditure for repair and maintenancecosts, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure formajor renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to therelated assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairmentwith any resulting gain or loss recognized in the consolidated statements of income. The Company also re-evaluates the periods of depreciationto determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Cash

Cash consist of cash on hand,the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestrictedas to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. Risk of loss is not expectedby management.

Other current assets, net

Other current assets, net, primarilyconsists of other receivables from third parties. These other receivables are unsecured and are reviewed periodically to determine whethertheir carrying value has become impaired.

 Impairment of long-lived assets

Long-lived assets, including propertyand equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such asa significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of anasset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expectedto generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the assetplus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified,we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when availableand appropriate, to comparable market values. As of June 30, 2021 and 2022, no impairment of long-lived assets was recognized.

Operating leases

The Company adopted ASC 842 onJuly 1, 2020. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use(“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidatedbalance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities representthe Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognizedat commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includesoptions to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’sleases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencementdate in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunctionwith the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option thatis reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected toapply the package of practical expedients for existing arrangements entered into prior to July 1, 2020 to not reassess (a) whether anarrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.

Fair Value Measurement

The accounting standard regardingfair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fairvalue of financial instruments held by the Company.

The accounting standards definefair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirementsfor fair value measures. The three levels are defined as follows:

·            Level1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·            Level2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that areobservable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

·            Level3 inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments includedin current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fairvalue because of the short period of time between the origination of such instruments and their expected realization and their currentmarket rates of interest. The Company accounts for bank loans and lease payables at amortized cost and has elected NOT to accountfor them under the fair value hierarchy. Fair value estimates are made at a specific point in time based on relevant market informationabout the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgmentand, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Concentration of Credit Risk

Financial instruments that potentiallysubject the Company to credit risk consist of cash on hand, the Company’s demand deposit placed with financial institutions andother receivables. Bank and cash balances are maintained with high credit quality institutions, the composition and maturities of whichare regularly monitored by management. As of June 30, 2022, bank and cash balances of $4.8 million were maintained at financial institutionsin Taiwan and China, of which approximately $4.8 million was subject to credit risk. While management believes that these financial institutionsare of high credit quality, it also continually monitors their credit worthiness.

Liquidity Risk

Liquidity risk is the risk thatthe Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it hassufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptablelosses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cashflow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

Impact of Inflation

The types of inflationary pressuresthat affected the Company has primarily related to research and development costs, staff salaries and related costs. Inflation in Taiwanand China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffectedby higher inflation rates in Taiwan and China or globally in the future.

Seasonality

We have not observed any significantseasonal trends. Our directors believe that there is no apparent seasonality factor affecting the industry that our Company is operatingin.

Trend Information

Other than as disclosed elsewhere in this prospectus,we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect onour profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily indicative offuture operating results or financial condition.

Quantitative and Qualitative Disclosures aboutMarket Risk

Interest Rate Risk

We are not exposed to interestrate risk while we have no bank loans outstanding.

Credit Risk

Credit risk is the potential financialloss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations tothe Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carryingamounts of other receivables (exclude prepayments), financial instrument and cash presented on the consolidated statements of financialposition. The Company has no other financial assets which carry significant exposure to credit risk.

Liquidity Risk

We are also exposed to liquidityrisk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and businessneeds. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we willturn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.

Foreign Exchange Risk

Our reporting currency is theUnited States Dollar, and almost all of our consolidated revenues and consolidated costs and expenses.

Recent accounting pronouncements

The Company considers the applicabilityand impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that areissued. Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”), the Company meets the definitionof an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards,which delays the adoption of these accounting standards until they would apply to private companies.

In May 2020, the Financial AccountingStandard Board (“FASB”) issued ASU 2020-05, which is an update to ASU Update No. 2016-13, “Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduced the expected credit losses methodologyfor the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendmentsto the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessedfor credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments —Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns byproviding an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.For those entities, the targeted transition relief will increase comparability of financial statement information by providing an optionto align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costsfor some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-usefulinformation. In November 2020, the FASB issued ASU No. 2020-10, which to update the effective date of ASU No. 2016-02 for private companies,not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The neweffective date for these preparers is for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impactof this new standard on Company’s consolidated financial statements and related disclosures.

In October 2021, the FASBissued ASU 2021-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs. The amendmentsin this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier toapply by eliminating inconsistencies and providing clarifications. ASU 2021-08 is effective for the Company for annual and interim reportingperiods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospectivebasis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do notchange the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on Company’sconsolidated financial statements and related disclosures.

In October 2021, the FASBissued ASU 2021-10, Codification Improvements. The amendments in this Update represent changes to clarify the Codification or correctunintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significantadministrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply toall reporting entities within the scope of the affected accounting guidance. ASU 2021-10 is effective for annual periods beginning afterDecember 15, 2021 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively.The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Except as mentioned above,the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a materialeffect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

OUR INDUSTRY

Cancer isthe second leading cause of death in the world, and the number of deaths and cases is increasing year by year. The World Health Organization'sInternational Agency for Research on Cancer (IARC) has released the Biennial Report 2020-2021, which shows 19.29 million new cancer casesworldwide and 10.0 million cancer deaths in 2020. Among the 2020 new cancer cases, there were 4.57 million new cancer cases in China,accounting for 23.7% of the world. Since China is the most populous country in the world, the number of new cancer cases far exceeds thatof other countries in the world. The top ten countries with new cancer cases are: China 4.57 million, the United States 2.28 million,India 1.32 million, Japan 1.03 million, Germany 630,000, Brazil 590,000, Russia 590,000, France 470,000, the United Kingdom 460,000, andItaly 420,000 . IARC predicts that by 2040 cancer incidence will almost double, to 30.2 million new cases, with 16.3 million cancer deathsworldwide predicted in 2040.

According to Grand View Research,Inc.’s market analysis report, Liquid Biopsy Market Size, Share & Trends Analysis Report, the global liquid biopsy market sizewas valued at USD 7,028.10 million in 2020 and is anticipated to grow at a CAGR of 13.5% during the forecast period, resulting in salesworth USD 19,345.99 million in 2028. It is a revolutionary technique that has created various opportunities that were previously unexplored.It aids in detection and isolation of circulating tumor DNA, exosomes, and circulating tumor cells and is a source of proteomics and genomicsinformation in cancer patients. It is worth noting that these are estimates of the global market, and we intend to initially focus ondeveloping our cancer screening market in China and will expand our operations to other markets in the following years.

In recent years, from thediversification of early tumor screening and early detection technologies to the transformation and application of products based ondifferent re-examination technologies, the early cancer screening industry is on the fast track of development and has broad prospects.Liquid biopsy is a diagnostic technology for tumor analysis which collects body fluid samples such as blood, effusion, urine, and salivaand detects biomarkers in the body fluid samples. Liquid biopsy technology has been widely used in lung cancer, breast cancer, prostatecancer, head and neck squamous cell carcinoma, colorectal cancer, gastrointestinal cancer, leukemia and other tumors, musculoskeletalsystem and connective tissue diseases. It provides molecular-level diagnosis for tumor patients, enabling tumor patients to receive moreprecise treatments.

Traditional Screening vs. Liquid Biopsy Screening

Traditional cancer screeningmethods mainly focus on imaging screening (color Doppler, CT, MRI), endoscopy screening (gastroscopy, colonoscopy), tumor marker screening(Prostate specific antigen, alpha fetoprotein), which are highly invasive with poor sensitivity, low compliance and other defects. The5-year survival rate of lung cancer with the highest mortality rate in the world is only 15%-18%. But if lung cancer can be detectedand treated early, the 5-year survival rate can exceed 80%.

The vast majority of early-stagelung cancers are asymptomatic, and most of the lung cancer patients who have symptoms and seek medical attention are in the advancedstages. However, early-stage lung cancers with ground-glass nodules are all missed by chest X-ray screening; early-stage lung cancerswith soft-tissue nodules are too small, and a considerable part of them are missed by chest X-ray examination. Only intermediate andadvanced lung cancer can be detected by chest X-ray. Low-dose helical CT can detect tiny tumors less than 1 cm in diameter and playsa much greater role in early lung cancer screening. For people who are under the age of 40 and have no family history of lung cancer,it is generally not recommended to do low-dose spiral CT. But if a chest X-ray is included in the physical examination, it is betterto do a low-dose spiral CT than a chest X-ray, because the chest X-ray will miss more than 80% of early lung cancer. Many people arevery concerned after finding pulmonary nodules in their physical examination and choose to perform CT examinations multiple times. Itis not advisable by most doctors as CT examination has a certain amount of radiation and its use should be minimized.

Compared with the existingcancer screening technology, liquid biopsy technology for early cancer screening has three advantages of "non-invasive", "efficient"and "accurate". The test samples of liquid biopsy are usually blood, saliva, urine and other body fluids. The sampling processis convenient and fast, and it is less invasive to the human body and has good compliance. The entire testing process is simple to operate,less dependent on medical resources, and samples are highly accessible for multiple sampling. The testing cycle is usually 1-2 weeks.Compared with traditional screening methods, liquid biopsy technology has significantly improved sensitivity and specificity. It canalso enable doctors to evaluate the overall tumor situation for early detection of tumors. In the future, it will be a clear path forlarge-scale adoption of liquid biopsy technology as a tool for early cancer screening and diagnosis, which has obvious benefits to patientsand can reduce overall medical costs. Further, the detection results can effectively guide the clinical decision-making process for oncologists.In conclusion, the future of liquid biopsy technology can increase the options for molecular diagnosis of tumors and enhance the personalizedtreatment of tumors.

Market Opportunities in Early Cancer DetectionIndustry

The early cancer detectionmarket has huge potential. Early tumor screening and related diagnosis are the most active directions in the industry. According to GrandView Research, Inc.’s market analysis report, Liquid Biopsy Market Size, Share & Trends Analysis Report, the global liquid biopsymarket size was valued at USD 7,028.10 million in 2020 and is anticipated to grow at a CAGR of 13.5% during the forecast period, resultingin sales worth USD 19,345.99 million in 2028. It is a revolutionary technique that has created various opportunities that were previouslyunexplored. It aids in detection and isolation of circulating tumor DNA, exosomes, and circulating tumor cells and is a source of proteomicsand genomics information in cancer patients. It is an easy, rapid, and minimally invasive test for cancer genetic status based on circulatingtumor cells, circulating tumor DNA, and other tumor-derived substances in blood plasma samples. Rapid development in digital PolymeraseChain Reaction (PCR) and NGS-based technology has improved accuracy of liquid biopsy. It can be performed repeatedly for disease monitoringand is anticipated to help overcome limitations of tissue biopsies.. It is worth noting that these are estimates of the global market,and we intend to initially focus on developing our cancer screening market in China and plan to expand our operations to other marketsin the following years.

China’s Cancer Early Screening Market

In recent years, China hasgradually focused on the national and local cancer screening and early diagnosis and early treatment in high-incidence areas for high-incidencecancer types. The screening methods are becoming more and more diverse. Imaging and endoscopy are mainly used for early screening of tumors.Liquid biopsy is used for in vitro diagnosis by collecting body fluids (such as blood, saliva, sweat, feces, urine and secretions) thatrepresent the patient's disease type. Currently, common detection items include circulating tumor cells, circulating tumor DNA, and tumorcell-derived exosomes. China’s early screening market is growing steadily, and the scale is expected to exceed USD 23.6 billionin three years. The early tumor screening market in China has huge potential. The annual medical cost of malignant tumors in China exceeds220 billion yuan, which has become an important expenditure for families and medical insurance funds. According to a report released byFrost & Sullivan, the cost of cancer treatment in China is expected to increase to US$351.7 billion in 2023 and US$592 billion in2030. Single cancer products cover a wide range of cancer types, with the largest number of products for early screening of intestinalcancer types. Among the early screening products based on gene technology, the products targeting intestinal cancer are the most numerous,followed by liver cancer and cervical cancer. Lung cancer and esophageal cancer are the most common types of cancer, and there are fewerproducts for early screening. Since almost everyone is the target group, pan-cancer early screening products breed a huge market. Pan-cancerearly screening products require a larger amount of data, and companies need to invest more time and money to obtain sufficient data tocontinuously improve product medical statistical indicators and improve product performance.

Traditional tumor screeningtests are in short supply, and the demand for early screening products is on the rise. Compared with replacing the existing clinicaldiagnosis technology of early tumor screening, the more important clinical significance of early tumor screening is to help medical resourcesallocate and utilize more rationally. Laboratory developed tests, or LDT has helped accelerate market education and build clinical confidence.On March 18, 2021, China’s State Food and Drug Administration released on its official website the revised "Regulations onthe Supervision and Administration of Medical Devices", requiring LDT to be used under the following three conditions: 1. thereis no in vitro diagnostic reagent of the same variety listed in China; 2. the device is based on self-research and development; and 3.the device will be used under the guidance of licensed physicians. In addition to continuing the sales and service model of LDT, theregulations allow the certified products to be directly sold to hospitals or laboratories with corresponding testing qualifications inthe form of test kits. Such a new sales method can reduce sample transportation, laboratory costs and labor costs, thereby reducing marginalcosts and making it easier to cope with the rapidly expanding market coverage.

OUR BUSINESS

Overview

We are a holding company incorporatedin the State of Nevada. We operate through Advanced Biomed Inc. (Taiwan) (“Advanced Biomed Taiwan”) and Advanced Biomed HKLimited (“Advanced Biomed HK”). Advanced Biomed Taiwan is responsible for the main operation and the design and developmentof the company's primary technologies and products. Since our establishment in 2014, we have been focusing on the integration of multipleinterdisciplinary technologies and established our own microfluidic technology platform. Utilizing the physical and molecular biologicalcharacteristics of tumor cells, we have developed various advanced and original research through the joint application of semiconductortechnology and biotechnology. This includes complex precision structures, dielectric detection, functional microfluidic biochips, microfluidicintegrated semiconductor sensors, related application modules, and key components of medical testing equipment. We have also developeda series of medical testing equipment and related products by integrating various functions of microfluidic modules, automation software,and hardware. Our technologies and products can be used for early screening and detection, diagnosis and staging, and treatment of cancerthrough the detection of circulating tumor cells and related tumor markers in blood samples, capture of single circulating tumor cells,and single-cell sorting and determination. These products provide assistance in treatment selection and patient prognosis interventiononce the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized operation company, mainly responsiblefor market operation and management in China, localized production, product registration, and future local market sales of our productsin accordance with relevant local regulations in China. In the future, we will also establish operation centers in countries and regionsin North America and Europe.

Our devices, A⁺Pre,AC-1000, A⁺CellScan, and A⁺SCDrop, and three corresponding microfluidic biochips, A⁺Pre Chip and AC-1000CTC Enrichment Chip and A⁺CellScan Chip, are designed to provide rapid and affordable assay products and services to cancerpatients. Among them, A⁺Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separationand enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A⁺CellScanis mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A⁺SCDrop preserves the originalviability of single cells.

Additionally, we have finishedthe research and development stage for four matching immunostaining kits, A⁺CTCE, A⁺CTCM, A⁺EMT and A⁺CM,and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of differentcolors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can beobserved through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determinedaccordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A⁺CTCEkit is mainly used to identify epithelial circulating tumor cells, the A⁺CTCM kit is used to identify mesenchymal circulatingtumor cells, the A⁺EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A⁺CMkit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).

We also developed a product forearly screening of lung cancer, the A⁺LCGuard Lung Cancer Early Screening Kit (“A⁺LCGuard”), which isused to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the research,design, and development of A⁺LCGuard. We plan to start A⁺LCGuard’s clinical trials in June 2023, which areexpected to be completed in the second half of 2024, and the registration declaration will be made afterwards.

All of our products must go throughthree steps to receive the required clearance from the NMPA before they can be sold to customers. The three steps are research and development,registration application, and registration review, which must be done in that order. At the registration application stage, we have toassemble all the required application materials, complete clinical trials (if required by NMPA), and work with an NMPA accredited third-partyorganization to examine our products in accordance with NMPA rules. NMPA will review our application during the registration review periodand may request additional information before officially approving or denying our applications. Currently, A⁺Pre and AC-1000and their corresponding chips have been cleared by the NMPA; A⁺SCDrop, A⁺CellScan, A⁺CellScan Chip, andA⁺LCGuard are at the registration application stage; the four matching immunostaining kits are under registration review. A⁺LCGuardis a Class III medical device and is required to conduct clinical trials before completing the registration process. As of the date ofthis prospectus, we have not applied for similar clearances from other jurisdictions.

We participated in a scientificresearch project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to testA+Pre, AC-1000 and A⁺LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patients with nodularchanges or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imaging studies.7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physical examination(for healthy individuals), and A⁺Pre, AC-1000, and A⁺LCGuard kits were used to determine whether there were circulatingtumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination results of the tested individualswere compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides theresearch and development basis for our products. Specifically, A+Pre and AC-1000 were at the research and development stage, and we completedtheir effectiveness and performance indicators testing through this project. At the same time, A⁺LCGuard finished its feasibilityand functional verification testing. All three products were tested together throughout the entire project.

All of our products must be approvedby applicable regulatory authorities before being sold to customers. A⁺Pre and A⁺CellScan can work with third-partyproducts to achieve their designed objectives. AC-1000 and A⁺SCDrop may be used together with other devices according to differentapplication scenarios below. For the A⁺LCGuard early screening kit, it has to be used in combination with A⁺Preand AC-1000. Our four staining kits, A⁺CTCE, A⁺CM, A⁺CTCM, and A⁺EMT, can be used independentlyor with third-party products. A⁺Pre, AC-1000, and A⁺CellScan require the use of our supporting microfluidic chips.

Due to the different regulatoryrequirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries,it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulationsbefore engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketingand sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so thatproducts and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the earlytumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in thefuture, we have adopted the operation model of centralized research and development and localized management. We have started the registration process with the NMPA in China for all of our products. Later on, the Company may establish subsidiariesin the United States and Europe to produce products and carry out product registration. To achieve that, our products must be clearedby the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeennemarking (“CE marking”) from competent authority in each European Union member state.

We are looking for suitable locationsin the states of California and Washington for our planned expansion to the North America market. We aim to complete site selection andpersonnel recruitment in the United States by the end of 2023 and start product registration, testing and production in 2024. Our US subsidiarywill be responsible for the production and registration of our equipment and related products in the US. Production, testing, and clinicaltrials in our US market will be conducted in accordance with US regulations, and clinical data from trials conducted in China will notbe used to establish product standards. In addition, we also plan to break into the European market by establishing a United Kingdom subsidiary,which is expected to start its operation in 2024, and conduct localized management and operations in accordance with European regulations.In 2025, we will start the localized registration of our IVD products in Europe. As of the date of this prospectus, we have not conductedany clinical trials for our products.

However, as of the date of this prospectus, we havenot commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generating product candidatesuntil we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvals for candidateproducts. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device and product approvalsor provide product service on time. We expect to be in a state of continuous loss for the next two to three years.

Corporate History

We were incorporated in Nevadain July 2021 as a holding company. We started operations in 2014 through Advanced Biomed Taiwan as a research and development center fortechnology research and product development. In August 2021, we established Advanced Biomed HK as the wholly owned subsidiary of AdvancedBiomed Taiwan to integrate market development and commercialization in the PRC. On January 1, 2022, Advanced Biomed HK acquired 100% equityinterest of Shanghai Sglcell from its shareholders for a consideration of RMB 12 million. The following five PRC Subsidiaries are directlyor indirectly wholly-owned by Advanced Biomed HK.

In July 2022, we consummated a reorganizationpursuant to which we acquired 100% equity interest of Advanced Biomed Taiwan, making it our wholly owned subsidiary. On November 7, 2022,we obtained the approval of Taiwan Investment Commission for the reorganization, the Issue No. of which is “經審一字第11100116890號”.Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with theTaiwan Company Act on December 26, 2022.

Corporate Structure

The chart below depicts thecorporate structure of the Company as of the date of this prospectus.

Our Oncology Detection Solutions

The current market uses positiveantibody-labeling selection to capture CTCs out of the blood by a specific epithelial cell adhesion molecule (EpCAM). This method coulddetect tumor cells in the patient’s blood for diagnosing lung, prostate, pancreatic, and breast cancers. However, this technologycosts approximately $1,000 per chip, and the processing time per patient is up to 12 hours. Besides, antibody-based methods such as immunomagneticmethods are highly dependent on antigen expression of CTC. Some CTCs may show low or no EpCAM expression on the cell membrane, and thuscannot be effectively captured using the proposed biomarkers and makes it difficult to detect cancer in the early stage. More importantly,the capture of dying or dead CTCs cannot provide meaningful information to doctors for diagnosis or treatment.

Our products use pure physicalmechanisms (antigen-independent) and can effectively enrich and detect the CTCs with high or low antigen expressions with high viability.Among them, A⁺Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation andenrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A⁺CellScanis mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A⁺SCDrop preserves the originalviability of single cells.

For three corresponding microfluidicbiochips, A⁺Pre Chip and AC-1000 CTC Enrichment Chip have been cleared by NMPA and can be mass-produced and sold to customers.A⁺CellScan Chip is expected to start the registration application by the end of 2023. The A⁺CellScan Chip and A⁺CellScanwill enrich our product chain by upgrading our immunochromogenic kits to tumor cell assay equipment. Specifically, A⁺CellScan,together with A⁺Pre and AC-1000, can serve as a liquid biopsy IVD product to accelerate downstream assay and reduce the amountof labor required for assaying tumor cells.

We use our own product featurescombined with different application scenarios to achieve the corresponding work objectives. To identify CTCs in liquid biopsy, blood samplesare first diluted through equipment A⁺Pre, then AC-1000 is used to separate and enrich circulating tumor cells, and then theobtained cells are stained for identification and counting. We have been cleared by NMPA to provide this service to customers in Chinaand plan to do so once our matching immunostaining kits pass the NMPA’s registration review. The counting of circulating tumor cellscan provide auxiliary reference for clinical diagnosis, treatment evaluation, prognosis evaluation, recurrence, and metastasis detection,etc. In the future, we can also use our A⁺LCGuard early screening kit combined with two devices, A⁺Pre and AC-1000,for early screening of lung cancer. In addition, we use A⁺SCDrop together with A⁺Pre and AC-1000 to complete thecapture of a single circulating tumor cell, which retains the original activity of the cell and can provide high-purity, high-activitytumor cells for relevant clinical applications. It can be applied to various applications such as single-cell sequencing, whole gene sequencing,protein sequencing, new drug development, cancer biomarker research, individualized diagnosis, and individualized drug sensitivity testing.The above product applications need to be approved by the local regulatory authorities before they can be provided to cutomers.

A⁺Pre

A⁺Pre is a fullyautomated sample preparation system that enables to pre-concentrate diluted blood sample and it is able to deplete approximately 90 %blood cells in 10 minutes and reduce sample volume with a lower blood cell density (hematocrit approximately 4%). A⁺Pre providesdual channels to simultaneously process two patients’ samples per run, and 8 samples could be done in an hour. A⁺Preis easy to operate with two simple steps: 1. dilute the samples by 10-fold; 2. insert the samples and A⁺Pre chips into A⁺Presystem and press ‘START’. Our A⁺Pre sample-pretreatment could provide clotting-free and clogging-free samplesfor downstream microfluidic applications.

A⁺Pre Chip

Blood sample includes severalbillions blood cells and millions white blood cells with a hematocrit of approximately 45% (“Hct”). The high-density bloodcells in microfluidic chip typically induces clotting or clogging in microchannel and microstructs, causing trail failure or unstablesystem. Sample dilution can effectively reduce the clotting and clogging. However, dilution may increase sample volume and prolong theprocessing time for downstream precise separation and makes analysis more difficult.

A⁺Pre chip utilizes microfluidic inertial forces to rapidlypre-enrich (deplete approximately 90% blood cells) and pre-concentrate (reduce over 90% sample volume) the diluted blood sample in 10minutes. We can dilute a 5ml blood sample with approximately 45% by a factor of 10 and obtain a 50ml blood sample. After concentrationand enrichment using the A⁺Pre chip, the total volume of the 50ml blood sample can be reduced by 10-13 times to around 4 mlwhile maintaining low red blood cell density (Hct approximately 4.5%), and we can recover more than 90% of the targeted turmor cells.It reduces blood cell density of oncology patients to make it possible for clotting-free downstream precise separation, A⁺Pretreated sample provide AC-1000 with high purity rare turmor cells in 20 minutes (12 mL/hour). A⁺Pre chip plays an importantrole to reduce sample volume and density to make downstream applications much faster and more stable.

A+Pre	A+Pre Chip

AC-1000

AC-1000 is a rare cell enrichmentdevice to solve the problem of detection of hypercoagulable state samples of tumor patients. Our rare cell enrichment system uses semiconductorfabrication method to implant high-aspect-ratio functional microstructures inside the microchannel and patented microfluidic chip technologyto separate rare cells with complete cell activity. The system is convenient and efficient. We take 5 mL of blood from a patient andthe whole process takes only 20 minutes. Compatible to A⁺Pre, AC-1000 also provides dual channels to simultaneously processtwo patients’ samples per run, and 8 samples could be done with high-purity enrichment of tumor cells in one and half hours.

The blood sample enrichedby AC-1000 can maintain the capture rate of 76-90% of the targeted cells, and the isolated product after blood sample separation canachieve a leukocyte removal rate of 99.9%, which is convenient for downstream detection. Because the rare cell enrichment system is non-destructive,highly active and label-free, it can carry out pure physical and high-purity enrichment, completely maintain the original characteristicsof the desired target cells and improve accuracy. What we get is highly active cells, which can be used for different applications inthe future, and can be used for tumor screening, auxiliary diagnosis, treatment evaluation, prognosis evaluation, recurrence and metastasisdetection, individualized medication guidance, and companion diagnosis. Our rare cell enrichment system is low-cost, and the cost willbe further reduced after mass production. It has great potential to be applied to routine liquid biopsy and companion diagnostic platformsin the future.

AC-1000 CTC Enrichment Chip

AC-1000 chip utilizes a hybridmechanism with microfluidics induced lateral displacement to combine the difference in cell deformability and to remove all of red bloodcells (“RBCs”) and deplete over three logs White Blood Cell (“WBCs”). The remaining cells, including few WBCsand rare cell-based cancer biomarkers, are all sorted out.

A⁺SCDrop

A⁺SCDrop is aCTCs single cell capture device. It preserves the original viability of single cells. The polymer microfluidic chip combines the celldielectric sensing technology, without the need for antibody fluorescence calibration and image recognition. CTC sorting combined withAC-1000 achieves tandem for complete label-free live cell sorting. A⁺SCDrop can sort single circulating tumor cells into nanoliterdroplet collection samples while maintaining single cell biological activity: a. Precise counting of CTCs while separating and capturingsingle cells; b. In vitro culture and expansion of non-destructive Single-CTC; drug sensitivity test; c. Single-CTC encapsulated in oildroplets, single-cell sequencing or genetic screening d. Single CTCs were independently sorted into 96-well plates in suspension liquidmode for CTC proteomic study.

A⁺CellScan

Currently, A⁺CellScanare developed as an analyzer with immunostainging chip for reducing hands-on time, manual discrimination, and accelerating immunostaining/analysisof the AC-1000 product. A⁺CellScan provides a novel approach for rapid on-chip immunofluorescence staining, which may takeapproximately 30 minutes, and artificial intelligence analysis of enriched sample for detecting, identification, and counting of rareCTCs/clusters from white blood cells with four color immune-fluorescent images. The prototype we designed can (a) autofocus for capturingand analyzing images of four colors fluoresces in A⁺CellScan chip, (b) perform on-chip immunostaining, and (c)automatically count tumor cells and labeling them on each image. We also completed A⁺CellScan’s performancestudy, which examine (i) its autofocus ability and precision for automatically capturing and analyzing cell images, (ii) whether it candetect and analyze 3-1000 cancer cells in <106 WBCs, and (iii) its maximum on-chip immunostaining ability. Performance study (i) to(iii) were completed in December 2022, January 2023, and March 2023, respectively.

A⁺CellScan Chip

Conventional immuno-staining islabor-intensive with multiple processes, and its reaction is based on diffusion-dominated mechanism, thus causing a long operating time(about 4-5 hours per sample). A⁺CellScan chip consists of fluid device and 5 μm micro-pores membrane that is used as a filterto trap nucleated cells on the membrane surface form the through-flow. Only fluid and RBCs are allowed to pass through the pores. Capturedcells are kept in wells during flowing staining and washing. The active through-flow plays two important roles: 1. carrying antibodiesto cells rapidly, thus accelerating the reaction rate of specific binding between reporting antibody and cells; 2. simplifying the operationprocesses in reagent spiking and repeated washing steps. A⁺CellScan chip stains rare cells such as CTCs and CTC clusters withoutcell loss during fixation, permeabilization, blocking, incubation and washing. The device provides flexibility to process up to eightsamples per run. On-chip immunostaining only need 30 minutes for one sample, and batch process for eight samples can be completed in oneand half hours. After cell staining, A⁺CellScan and A⁺CellScan chips automatically captures cell images and analyzesthe stained cells in 30 minutes. Compared to conventional methods, A⁺CellScan chip significantly reduces the total detectiontime by 4-5 hours per 1 sample.

The following diagrams illustratethe procedures using our devices for diagnostic detection of blood samples from oncology patients:

Diagram 1: A⁺Pre reduces blooddensity of oncology patients.

For the analysis of high-viscosityblood samples, the A⁺Pre equipment can be used for pretreatment, retaining the original cell activity while preventing bloodsamples from clogging the equipment pipeline after entering the detection equipment.

Diagram 2: AC-1000 completes targeted cellenrichment work.

A⁺Pre and AC-1000 equipmentcan be combined for the identification and counting application of circulating tumor cells purposes. First, blood samples are dilutedwith A⁺Pre, and then AC-1000 is used to separate and enrich circulating tumor cells and related tumor markers. The enrichedsamples are stained, calibrated, and finally identified and counted. A⁺Pre combined with AC-1000 provide the purified solutionof cell-based cancer biomarkers, which can be easily identified, analyzed and tested. The total purification process can be completedin only 40 minutes. A⁺Pre combined with AC-1000 capture multi-cell-based cancer markers simultaneously with a high recoveryrate (76~90%), and therefore making it possible to diagnose cancer and predict cancer progression in very early stage. This applicationservice can already be commercialized in the Chinese market. Calibration and staining currently use staining reagents that are alreadyon the market. Once our products are registered, we will start using our own developed reagents. The identification and counting of circulatingtumor cells and related tumor marker cells can provide auxiliary reference for relevant clinical applications.

Diagram 3: A⁺SCDrop completes single targeted cell capture.

The capture of circulating tumor cells requires the use of A⁺Pre,AC-1000, and A⁺SCDrop in combination. First, the user needs to follow the same process as the identification of circulatingtumor cells to obtain enriched samples, and then the samples are captured and separated by A⁺SCDrop equipment to isolate singlecirculating tumor cells. This combined application can provide tumor cells with high purity and high activity.

Products

Four Immunochromogenic Kits

The four immunochromogenic kits,A⁺CTCE, A⁺CM, A⁺CTCM and A⁺EMT, are currently under NMPA registration review.

For the four immunochromogenickits, the basic principle is to use antibodies combined with different colored fluorophores to bind to specific proteins on the cell surfaceor inside the cells and observe the presence or absence of fluorescent signals through a fluorescent imaging system (to be obtained separately).Afterwards, the expression of the target protein can be examined, and the cell type can be determined accordingly. Different cell typescan be distinguished using multiplexed combined staining with different antibodies. The A⁺CTCE kit is mainly used to identifyepithelial circulating tumor cells, and is determined by immunochromogenicity of EpCAM, CK (pan), CD45, and CD14 antibodies. The A⁺CTCMkit is used to identify mesenchymal circulating tumor cells based on the immunochromogenicity of Vimentin, CD45, and CD14 antibodies.A⁺EMT is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, which are determined by immunochromogenicityof Cell-Surface Vimentin (CSV), CD45 antibody, and CD14 antibody. A⁺CM is used to identify tumor-associated macrophages (cancer-associatedmacrophage-like cells) based on immunochromogenicity of PD-L1, CD45, and CD14 antibodies.

With the assistance of the fourkits, targets are stained using antibodies conjugated with different fluorophores that specifically bind to antigens in cells. In immunohistochemicalreaction or in situ hybridization reaction, it is combined with the primary antigen antibody, and the target is marked by staining. Itis suitable for the staining of blood cells enriched by A⁺Pre and AC-1000 hemocytometer. We transfer the cell suspension separatedand obtained by A⁺Pre and AC-1000 into a centrifuge tube, use the kits to stain the cell suspension, and observe and countthe fluorescently stained cells under a fluorescence microscope or a fluorescence scanner. Observed under a fluorescence microscope, allnuclei are stained blue, and the cell membrane of leukocytes is red, and the color of the cell membrane we observe under the fluorescencemicroscope is the marked color, which is the target cell we want to obtain.

Product in the Pipeline

Our A⁺LCGuard was designedfor early screening of lung cancer. In order to detect lung cancer, peripheral blood samples of the subjects are first obtained, and thetarget cells are enriched and captured sequentially by A⁺Pre and AC-1000. Then, A⁺LCGuard performs cell fluorescencestaining on the enriched samples to determine the number of targeted cells, and finally makes a judgment. We completed A⁺LCGuard’sresearch and development in China between August 2020 and September 2022. A⁺LCGuard is a Class III medical device and is requiredto conduct clinical trials before completing the registration process. We plan to start A⁺LCGuard’s clinical trials inJune 2023, which are expected to be completed in the second half of 2024, and the registration declaration will be made afterwards.

The following diagrams illustratethe procedures using our detection solutions for CTC enriched samples:

We participated in scientificresearch projects at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies. In thestudy, we selected 123 individuals, and among them, 75 were surgical patients with nodular changes or shadows in the lungs reported byimaging studies and 48 healthy patients without lung nodules reported by imaging studies. 7ml blood samples were taken from test subjectseither before the clinical operation (for cancer patients) or after the physical examination (for healthy individuals), and A⁺Pre,AC-1000, and A⁺LCGuard kits were used to determine whether there were circulating tumor cells and other tumor markers in theblood samples. Finally, the pathological and physical examination results of the tested individuals were compared with the test resultsof our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides the research and development basis forour kit products.

Below are two comparable bloodtesting methods in the current market. We have not tested the sensitivity of our products against these two comparable blood testing productsin head-to-head comparisons.

Universal Diagnostics (UDX), aSpanish vitro diagnostic company, announced the preliminary research data of its liquid biopsy method for early detection of lung cancerat the International Association for the Study of Lung Cancer 2020 World Conference. In a preliminary study, UDX detected 37 lung cancerpatients and 71 asymptomatic control subjects with a panel of 10 methylation sites. The results showed that lung cancer patients couldbe detected with a sensitivity of 73% (27/37) with 90% (64/71) specificity.

The “Aifeiming” genemethylation detection kit (PCR-fluorescent probe method) by Beijing Akron Medical Technology Co., Ltd. won the NMPA Class III certification.The clinical sensitivity of this product is 86.83%.

Quality Control System

We have established quality controlsystem in accordance with the following regulations:

Our quality control system includesquality manuals specifically designed for each product, procedure documents, supporting documents and quality records. We implement, maintainand improve the quality control system to ensure that product quality can be effectively and compliantly controlled throughout the entireprocess of procurement, production, formation and realization. Specifically, our quality control team (“QC”) consists of threemembers who are responsible to examine the entire production process from raw materials to finished products. QC also collaborate withvarious internal departments of the Company to conduct periodic review on all aspects of our research, development, and production processand provide their recommendations to the management to ensure our products and processes adhere to the regulations apply to us.

Commercialization Preparation

We are committed to the developmentof microfluidic chips, reagents and detectors for capturing circulating tumor cells in blood. We have integrated various complex precisionstructures, dielectric detection and functional microfluidic biochips. Our devices include a variety of expensive semiconductor manufacturingand precision micro-manufacturing related equipment. We signed a research project equipment use contract with Taiwan Semiconductor ResearchInstitute of National Applied Research Laboratories (“TSRI”) and used their semiconductor manufacturing equipment and precisionmicro-nano processing equipment for chip technology research and development such as concept presentation of each R&D process, cross-scalecomposite structure production, rapid wafer trial production, material testing, and thin film production.

The contract betweenAdvanced Biomed Taiwan and TSRI was executed on August 1, 2022. According to the contract, the research period will last for oneyear, from August 1, 2022, to July 31, 2023. The total cost of the study, including tax, is NTD 1,300,000. Advanced Biomed Taiwanwill pay the research fee to the National Institute of Experimental Research in two installments. The first installment of NTD650,000 was paid on September 23, 2022, and the second installment of NTD 650,000 was paid on April 18, 2023. The agreement can beunilaterally terminated only if a party fails to fulfill its obligations, if Advanced Biomed Taiwan declares bankruptcy, or if itsbusiness activities are disrupted by the government. The agreement can only be terminated by mutual agreement in all othercircumstances. The parties agree to take the Taiwan Taipei District Court as the jurisdiction court of first instance for anydisputes arising from the execution of this agreement, which shall be subject to the laws of Taiwan.

As for the designed microfluidicdetector, since 2020, we have developed various functional microfluidic biomedical testing devices for microfluidic modules, automationsoftware, and hardware. We also designed, manufactured and processed an increasing number of key components of our testing devices. Allof our products must go through three steps to receive the required clearance from the NMPA before they can be sold to customers. Thethree steps are research and development, registration application, and registration review, which must be done in that order. At theregistration application stage, we have to assemble all the required application materials, complete clinical trials (if required by NMPA),and work with an NMPA accredited third-party organization to examine our products in accordance with NMPA rules. NMPA will review ourapplication during the registration review period and may request additional information before officially approving or denying our applications.Currently, A⁺Pre and AC-1000 and their corresponding chips have been cleared by the NMPA; A⁺SCDrop, A⁺CellScan,A⁺CellScan Chip, and A⁺LCGuard are at the registration application stage; the four matching immunostaining kitsare under registration review. A⁺LCGuard is a Class III medical device and is required to conduct clinical trials before completingthe registration process. As of the date of this prospectus, we have not applied for similar clearances from other jurisdictions. 

Although none of the chips hasbeen mass produced as of the date of this prospectus, we have been cooperating with the injection molding machine manufacturer Riva andthe mold manufacturer Unimold to conduct mass production trial test for our A⁺Pre Chip and AC-1000 Enrichment Chip. Duringthe mass production trial test, we examine the following factors:

A Chip is ready for mass-productionif each individual production line can produce at least 2,500 pieces per month and pass the quality control examination. To pass the qualitycontrol examination, one chip out of every 48 chips will be randomly selected for verification and must meet all the specifications.

Riva is a mold manufacturing andinjection molding machine manufacturer. We have purchased a Riva injection molding machine at the end of October 2022 and completed themass production trial test for AC-1000 chips, and the production samples met our product specifications. The special structure mold corewe made combined with the Riva injection molding machine has repeatedly produced hundreds of pieces of AC-1000 chips. The quality of theproducts is consistent and meet the product specifications of the microstructure characteristics. The operation on the equipment has achievedthe expected efficiency and cell enrichment efficiency. Each equipment is expected to produce 2,000 pieces AC-1000 chips per month.

Unimold is a mold manufacturer and an ISO9001 plastic injection moldingfoundry. We cooperate with Unimold to embed our specially manufactured mold core for A+Pre Chip into the mold cavity, which will be employedat our future production facility. Although there is no formal cooperation agreement between Unimold and us, Unimold produces custom-mademolds for us on a make-to-order basis. Each time, we first discuss the mold specification with a Unimold representative, then receivean offer from Unimold with the price, and Unimold will produce the customized mold for us to test. To protect our intellectual property,Unimold and us entered into a Non-Disclosure Agreement (the “NDA”) with a term of three years. The NDA prohibits both partiesfrom disclosing confidential information without authorization and hiring the other party’s employees during the term of the NDAor within two years of the termination of the NDA. The NDA is governed by the laws of Taiwan, and any disputes arising from the NDA mustbe resolved before Taiwan Tainan District Court. The chips produced by Unimold’s mold have met the specifications set by us, anda batch of small-scale trial production of 5,000 pieces was carried out in October 2022. Our A⁺Pre is operating to expectedefficacy and performance specifications using the in-house produced A⁺Pre Chip. One injection-type production equipment isexpected to produce 50,000 pieces of A⁺Pre Chip per month.

Our Platform

We have built our microfluidictechnology platform to integrate research and development, design, and manufacture of biochips and microfluidic chips. The platform combinesour patented chip technology and will enable localized operations of a variety of microfluidic chips, biosensors made by semiconductorfabrication technology, and integrated application patented technology. Each geographic territory will establish clean rooms for chipproduction in compliance with local regulations to meet local market demand. While performing its designed duties, our microfluidic technologyplatform can provide customized services to third parties for a fee. We envision providing services such as OEM production of microfluidicchips, micro-electromechanical components, biochips, sensors, and other components, customized product design, and commissioned developmentand research services to customers. Different from the general IC wafer OEM production, our production is based on our micro-nano manufacturingtechnology platform developed by professionals in various fields that integrates cross-field knowledge, including Micro Electro MechanicalSystems (MEMS), lithography-assisted micromachining (LIGA), semiconductor process, and soft materials such as silicone gel and polydimethylsiloxane.We boast the ability to develop, design, and manufacture micro-electromechanical components and sensors, including three-dimensional microstructuresor micro-optical-electromechanical integrated components. The material of the microstructure can be multi-layer stacking of alloys andinsulating materials, which may be used in a wide range of fields, such as pressure or environment detection, MEMS oscillators, opticalactuators, biomedical components, passive components, silicon optical integration platforms, and microfluidic structures. 

The platform integrates our AC-1000and A⁺SCDrop devices. Our rare cell enrichment device AC-1000 integrates the A⁺Pre chip and AC-1000 CTC enrichmentchip. AC-1000 uses semiconductor nano ultra-sensitive biosensors and patented microfluidic chip technology to isolate rare cells withcomplete cell activity. It has great potential to be applied to routine liquid biopsy and companion diagnosis in the future. AC-1000 cansatisfy different applications with corresponding special chip products. Our products also have the potential to provide application servicesin tumor screening, auxiliary diagnosis, treatment evaluation, prognosis evaluation, recurrence and metastasis detection, individualizedmedication guidance, and companion diagnosis. In terms of tumor screening, we have developed a complete set of service models for earlyscreening of lung cancer, and plan to conduct large-scale clinical trials in June 2023. Our application services for the identificationof CTCs have matured, and the identification of CTCs can be used for tumor screening, auxiliary diagnosis, and treatment evaluation, etc.Our CTCs single cell capture device A⁺SCDrop is used in combination with A⁺Pre and AC-1000. It preserves the originalactivity of single cells and polymer microfluidic chips combined with cell dielectric sensing technology. With the technical advantagescombined with our IVD kit products, A⁺SCDrop can be used in a variety of applications, such as single-cell sequencing, wholegene sequencing, protein sequencing, new drug development, cancer biomarker research, individualized diagnosis, individualized drug susceptibilitytesting, and other aspects of individualized precision medicine. We are also working on prognosis assessment, recurrence and metastasisdetection, individualized medicine, and companion diagnosis.

Although no services have been provided to customers yet, we believe the application services using our products and devices will be an essential part of our futureoperations.

Competitive Strengths

Although we have not receivedany regulatory approvals necessary to commercialize our products, we believe that the following competitive strengths enable us to competeeffectively in and capitalize on the growing oncology detection market:

Growth Strategy

We will strive to be a leadingprovider of precision oncology detection solutions by the following growth strategies:

Intellectual Property

As of March 31, 2023, we had registered or applied with China Patentand Trademark Office 8 patents on novel separation technologies for antibody-free and label-free enrichment of rare cell-based cancerbiomarkers (such as CTC, CTC cluster, tumor marker expressed cells) from very dense blood cells, 6 patents on high throughput dropletmicrofluidic chips for nano-liter scale reagent preparation and single-cell, 3 patents for the device of water phase single-cell isolationand capturing for single cell applications, 6 patents on single-CTC detection/discrimination and delivery for single-CTC sorting and downstreamsingle-CTC analysis, and 3 patents on target cells pre-concentration and enrichment. Meanwhile, we also applied 2 of abovementioned patentswith PCT and 2 of abovementioned patents with the U.S., and one of the U.S. application has been granted on October11, 2022. As of the date of this prospectus, we own 14 patents and additional 12 patent applicationsare pending. Several smart and key chip fabrication techniques/methods with mass production level are protected by commercial confidentialto reduce exposed risk.

Our commercial success dependsin part on our ability to obtain and maintain proprietary or intellectual property protection for our detection solutions and other commerciallyimportant products, technologies, invention and know-how, to operate without infringing, misappropriating or otherwise violatingthe proprietary or intellectual property rights of others and to prevent others from infringing, misappropriating or otherwise violatingour proprietary or intellectual property rights. Our patent strategy is focused on seeking coverage for our core technologies and specific follow-on applications,implementations for detecting and monitoring cancer by determining genomic alterations and evaluating the status of specific biomarkersin liquid biopsy or tissue samples. In addition, we file for patent protection on our on-going research and development, particularlyinto early-stage cancer screening.

We also rely on trade secrets, know-how andcontinuing technological innovation to develop and maintain our proprietary and intellectual property position. We generally requireour R&D personnel to enter into confidentiality agreements. These agreements provide that all confidential information developedor made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosedto third parties except under specific circumstances. In the case of our R&D personnel, the agreements provide that all of the technologywhich is conceived by the individual during the course of employment is our exclusive intellectual property. Furthermore, as a matterof company policy, our R&D personnel have entered into agreements that generally require disclosure and assignment to us of ideas,developments, discoveries and inventions made by them which relate to their employment with us.