As filed with the Securitiesand Exchange Commission on September 6, 2024

RegistrationNo. 333-____

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FormF-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

NEWGENIVFGROUP LIMITED

(Exactname of registrant as specified in its charter)

WingFung Alfred Siu

ChiefExecutive Officer

1/F,Pier 2, Central

HongKong, 999077

Tel:+1 (212) 537-4406

(Address,including zip code, and telephone number,

includingarea code, of registrant’s principal executive offices)

CogencyGlobal Inc.

122 East 42nd Street,18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, includingzip code, and telephone number, including area code, of agent for service)

Copies to:

Darrin M. Ocasio, Esq.

Matthew Siracusa, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the America, 31st Fl.

New York, NY 10036

Telephone: +1-212-930-9700

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

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, check the following box.☒

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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),may determine.

The information inthis prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

5,912,281 Class A Ordinary Shares

NewGenIvf Group Limited

This prospectus relates tothe resale by the selling shareholders identified in this prospectus (“Selling Shareholders”) of up to 5,912,281 Class A OrdinaryShares, no par value per share (“Ordinary Shares”).

The Selling Shareholdersare identified in the table commencing on page 60. No Ordinary Shares are being registered hereunder for sale by us. We will not receiveany proceeds from the sale of the Ordinary Shares by the Selling Shareholders. All net proceeds from the sale of the Ordinary Sharescovered by this prospectus will go to the Selling Shareholders (see “Use of Proceeds”). The Selling Shareholders areoffering their securities to further enhance liquidity in the public trading market for our equity securities in the United States. Unlikean initial public offering, any sale by the Selling Shareholders of the Ordinary Shares is not being underwritten by any investment bank.The Selling Shareholders may sell all or a portion of the Ordinary Shares from time to time in market transactions through any marketon which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determinedby the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principalor by a combination of such methods of sale (see “Plan of Distribution”).

Our Ordinary Shares currentlytrade on The Nasdaq Global Market under the symbol “NIVF.” The last reported closing price of our Ordinary Shares on August30, 2024 was $0.86.

We are not a “controlledcompany” as defined under the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”), but we qualify as a “foreignprivate issuer,” as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are eligiblefor reduced public company reporting requirements.

NewGenIvf Group Limited(“NewGenIvf,” “Company,” “our,” “we,” or “us”) is a British Virgin Islandsholding company with our operations conducted through our subsidiaries in the Cayman Islands (our wholly-owned subsidiary, NewGenIvfLimited) and in Asia (Hong Kong, Thailand, Kyrgyzstan, and the Kingdom of Cambodia). Under this holding company structure, investorsare purchasing equity interests in NewGenIvf, a British Virgin Islands holding company, and obtaining indirect ownership interests inour Cayman Islands and Asian operating subsidiaries. Substantially all of NewGenIvf’s operations and assets are based in Thailand,Cambodia and Kyrgyzstan. As a result, its businesses and operations are subject to the changing economic conditions prevailing fromtime to time in such countries. 

Investing in our OrdinaryShares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” startingon page 20 to read about the factors you should consider before buying the Ordinary Shares.

Neither the Securitiesand Exchange Commission, or the SEC, nor any state or other foreign securities commission has approved nor disapproved these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is         , 2024

TABLE OF CONTENTS 

You should rely only onthe information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referredyou. Neither we nor any of the Selling Shareholders have authorized anyone to provide you with different information. Neither we norany of the Selling Shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You shouldnot assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than thedate of the applicable document. Since the date of this prospectus, our business, financial condition, results of operations and prospectsmay have changed.

For investors outside ofthe United States: Neither we nor any of the Selling Shareholders have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You arerequired to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

In this prospectus, “we,”“us,” “our” and the “Company” refer to NewGenIvf Group Limited and its wholly owned subsidiary, NewGenIvfLimited, a Cayman Islands company.

Our reporting currency isthe U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “dollars”or “$” are to U.S. dollars.

This prospectus includesstatistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publicationsand reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that theyobtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of theinformation. Although we believe that these sources are reliable, we have not independently verified the information contained in suchpublications.

Our consolidated financialstatements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, orU.S. GAAP.

The number of Ordinary Sharescurrently issued and outstanding was 10,149,386 as of September 4, 2024. No new shares are being issued by the Company pursuant to thisoffering.

ABOUT THIS PROSPECTUS

This prospectus describesthe general manner in which the Selling Shareholders identified in this prospectus may offer from time to time up to 5,912,281 OrdinaryShares. If necessary, the specific manner in which the Ordinary Shares may be offered and sold will be described in a supplement to thisprospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there isa conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in theprospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document havinga later date—for example, any prospectus supplement—the statement in the document having the later date modifies or supersedesthe earlier statement.

GLOSSARY OF DEFINED TERMS

In this prospectus, unless otherwise indicatedor the context otherwise requires, references to:

“ASCA” meansA SPAC I Acquisition Corp., a British Virgin Islands business company.

“A SPAC IMini Acquisition Corp.” means A SPAC I Mini Acquisition Corp., a British Virgin Islands business company.

“Business Combination”means the transactions contemplated by the Merger Agreement, pursuant to which (i) ASCA reincorporated to the British Virgin Islandsby merging with and into the Company; and (ii) Merger Sub merged with and into Legacy NewGenIvf, resulting in Legacy NewGenIvf beinga wholly-owned subsidiary of the Company.

“BVI” meansBritish Virgin Islands.

“BVI Act”means BVI Business Companies Act (As Revised).

“Class A OrdinaryShare” means Class A ordinary shares of the Company, no par value per share.

“Class B OrdinaryShare” means (x) the Company’s Class B ordinary shares with no par value per share, and (y) any shares into which such ordinaryshares shall have been changed or any shares resulting from a reclassification of such ordinary shares.

“Closing”means the consummation of the Business Combination, which occurred on April 3, 2024.

“Company”means NewGenIvf Group Limited, a British Virgin Islands business company, the surviving entity of the Business Combination.

“Legacy NewGenIvf”means NewGenIvf Limited, a Cayman Islands exempted company, which became a wholly owned subsidiary of ASCA upon the Closing.

“Merger Agreement”means the Merger Agreement entered into on February 15, 2023, and as amended on June 12, 2023 and December 6, 2023, between ASCA, A SPAC IMini Acquisition Corp., Merger Sub, Legacy NewGenIvf, and certain shareholders of Legacy NewGenIvf, pursuant to which the ReincorporationMerger and Acquisition Merger were consummated.

“Merger Sub”means A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and former wholly-owned subsidiary of A SPAC IMini Acquisition Corp.

“Memorandum and Articlesof Association” means the Company’s Amended and Restated Memorandum and Articles of Association, as amended on April 3, 2024. 

“NewGenIvf”means NewGenIvf Group Limited, a British Virgin Islands business company, the surviving entity of the Business Combination, unless thecontext so requires.

“Ordinary Shares”means the Class A Ordinary Shares.

“Preferred Shares”means preferred shares of the Company, no par value per share.

“ReincorporationMerger” means the first step of the Business Combination which occurred pursuant to the Merger Agreement, in which ASCA reincorporatedto the British Virgin Islands by merging with and into A SPAC I Mini Acquisition Corp.

RISK FACTORS

Investing in our Class A OrdinaryShares involves a high degree of risk. You should carefully consider the risks described in Part I, Item 3,D. Risk Factors in our most recent Annual Report on Form 20-F, together with the other information set forth in this prospectus, and inthe other documents that we include or incorporate by reference into this prospectus, as updated by our Current Reports on Form 6-K andother filings we make with the SEC, the risk factors described under the caption “Risk Factors” in any applicable prospectussupplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the SecuritiesExchange Act of 1934, as amended, or the Exchange Act, before making a decision about investing in our Ordinary Shares. The risks anduncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that wecurrently deem immaterial may also affect our operations. If any risks actually occur, our business, financial condition and results ofoperations may be materially and adversely affected. In such an event, the trading price of our Ordinary Shares could decline and youcould lose part or all of your investment.

Additionally, we are alsosubject to the following risk factors.

Risks Related to NewGenIvf’s Businessand Industry 

We may not be able to continue operatingas a going concern.

As of December 31, 2023,the Company had bank balance of $54,104 and may have challenge to settle its obligations when payment become due. The Company is alwaysclosely monitoring the market opportunities and is currently in the process of exercising various fundraising projects with various potentialinvestors to improve the Company's cash flow position for its operation and short-term payables.

One fundraising project wascompleted on April 3, 2024. As of April 4, 2024, the Company settled $2 million to any payment with respect to accounts payable, but not,directly or indirectly, for (i) except for expenses relating to the Business Combination, the satisfaction of any indebtedness of theCompany or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or(iii) the settlement of any outstanding litigation as at December 31, 2023. The Company secured funding subsequent to year-end with totalof $2 million, and that the Company received $2 million funding to date.

The Company can make no assurancethat required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If oneor all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, therewould likely be a material adverse effect on the Company and its financial statements.

The consolidated financialstatements do not reflect adjustments that would be necessary if the going concern basis was not appropriate.  If the going concernbasis was not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of theassets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. These adjustments could be material.

The fertility market in which NewGenIvfparticipates is competitive, and if NewGenIvf does not continue to compete effectively, its results of operations could be materiallyand adversely affected.

The market for NewGenIvf’ssolutions is competitive and is likely to attract increased competition, which could make it hard for it to succeed. NewGenIvf faces significantcompetition from other fertility companies and other players in the fertility market. Some of NewGenIvf’s competitors are more established,have a longer operating history and a larger client base, benefit from greater brand recognition and have substantially greater financial,technical and marketing resources than NewGenIvf does. NewGenIvf’s competitors may compete with NewGenIvf in a variety of ways,including seeking to develop or integrating solutions and services that may become more efficient or appealing to NewGenIvf’s existingand potential clients, achieving superior clinical outcomes, having access to a network of more high-quality fertility specialists, establishingmore comprehensive data reporting and sharing systems, conducting brand promotions and other marketing activities, and making investmentsin and acquisitions of NewGenIvf’s business partners. While NewGenIvf believes that one of its key competitive advantages is itsability to provide a broad range of services, and NewGenIvf does not believe any competitors have developed a similar broad range servicesin Asia Pacific at this time, current or future competitors may be successful in doing so in the future. If current or future competitorsare successful at developing a similar broad range of services, NewGenIvf’s financial performance may be negatively impacted.

In addition, NewGenIvf believesthat there is growing awareness of the demand for fertility services. As the fertility services field gains more attention, more competitorsmay be drawn into the market. NewGenIvf also could be adversely affected if NewGenIvf fails to identify or effectively respond to changesin market dynamics. As a result of any of these factors, NewGenIvf may not be able to continue to compete successfully against its currentor future competitors, and this competition could result in the decrease in its clients base and market share and the failure of its platformto continue to maintain market acceptance, which would materially and adversely affect its business, financial condition and results ofoperations.

NewGenIvf has a limited operating historywith its current platform of solutions, which makes it difficult to predict its future prospects, financial performance and results ofoperations.

The predecessor entity ofthe Company prior to the Business Combination in April of 2024, NewGenIvf Limited, a Cayman Islands exempted company, was establishedin 2019, and although it launched its fertility services in 2014, has a limited operating history. As a result of its limited operatinghistory with its current platform of solutions, as well as a limited amount of time serving a majority of its client base, its abilityto accurately forecast its future results of operations, key operating data, net revenue, cash flows, and operating margins is limitedand subject to a number of uncertainties, including its ability to plan for and model future growth. NewGenIvf’s historical revenuegrowth should not be considered indicative of its future performance. Further, in future periods, its revenue growth could slow or declinefor a number of reasons, including risks, challenges and uncertainties that NewGenIvf has encountered and may continue to encounter thatare frequently experienced by companies at an early stage, slowing demand for its solutions and fertility services in general, changesin utilization trends by its clients, general economic slowdown, an increase in unemployment, an increase in competition, changes to healthcare trends and regulations, changes to science relating to the fertility market, a decrease in the growth of the fertility market, orits failure, for any reason, to continue to take advantage of growth opportunities. If NewGenIvf’s assumptions regarding these risksand uncertainties and its future revenue growth are incorrect or change, or if it does not address these risks successfully, its operatingand financial results could differ materially from its expectations, and its business could suffer.

NewGenIvf’s marketing efforts dependsignificantly on its ability to receive positive references from its existing clients.

NewGenIvf’s marketingefforts depend significantly on its ability to call on its current clients to provide positive references to new, potential clients. Givenits limited number of long-term clients, the loss or dissatisfaction of any client could substantially harm its brand and reputation,inhibit the market adoption of its offering and impair its ability to attract new clients and maintain existing clients. Any of theseconsequences could have an adverse effect on its business, financial condition and results of operations.

If NewGenIvf is unable to attract new clients,its business, financial condition and results of operations would be adversely affected.

To increase its revenue,NewGenIvf must continue to attract new clients. NewGenIvf’s ability to do so depends in large part on the success of its sales andmarketing efforts, and the success of references through existing clients. Potential clients may seek out other options; therefore, NewGenIvfmust demonstrate that its solutions are valuable and superior to alternatives. If NewGenIvf fails to provide high-quality solutions andconvince clients of the benefits of its model and value proposition, NewGenIvf may not be able to attract new clients. If the marketsfor NewGenIvf’s solutions decline or grow more slowly than it expects, or if the number of clients that contract with it for itssolutions declines or fails to increase as it expects, its financial results could be harmed. As the markets in which NewGenIvf participatemature, fertility solutions and services evolve and competitors begin to enter into the market and introduce differentiated solutionsor services that are perceived to compete with its solutions, particularly if such competing solutions are adopted by its competitors,its ability to sell its solutions could be impaired. As a result of these and other factors, NewGenIvf may be unable to attract new clients,which would have an adverse effect on its business, financial condition and results of operations.

NewGenIvf’s business depends on itsability to maintain its existing client demographics. Any failure to do so would harm its business, financial condition and results ofoperations.

As part of its growth strategy,NewGenIvf is focused on maintaining its services within its existing client demographics. NewGenIvf mainly competes with mid-level privateclinics and hospitals, which have improved and developed their services and equipment over the years. In addition to private clinicsand hospitals already existing, foreign medical companies may also enter the markets where NewGenIvf operates. Such foreign medical companiesmay be well-placed to compete with NewGenIvf due to their larger network size, reputation as global players and access to more advancedtechnology and financial resources. The expansion of existing competitors in the industry may erode NewGenIvf’s existing marketshare or decrease its traditional client pool. There can be no assurance that NewGenIvf will be able to compete effectively and thereforeits future business growth may suffer.

A significant reduction in the utilizationof NewGenIvf’s solutions could have an adverse effect on its business, financial condition and results of operations.

A significant reduction inthe number of clients using NewGenIvf’s solutions could adversely affect its business, financial condition and results of operations.Factors that could contribute to a reduction in the use of its solutions include: general economic downturn that results in adverse financialconditions; regulatory changes; failure to adapt and respond effectively to changing medical landscape, changing regulations, changingclient needs, requirements or preferences; negative publicity, through social media or otherwise and news coverage.

If NewGenIvf fails to offer high-qualitysupport, its reputation could suffer.

NewGenIvf relies on its clientaccount management personnel and the patient navigators (the “PNs”) to resolve client issues and help clients realize thefull benefits that its solutions and services provide. High-quality support is also important for the renewal and expansion of its servicesto existing clients. The importance of its support functions will increase as NewGenIvf expands its business and pursue new clients. IfNewGenIvf does not help its clients quickly resolve issues and provide effective ongoing supports, its ability to maintain and expandits offerings to existing and new clients could suffer, and its reputation with existing or potential clients could suffer. Further, tothe extent that NewGenIvf is unsuccessful in hiring, training and retaining adequate PNs and client account management personnel, itsability to provide adequate and timely support to its clients would be negatively impacted, and its clients’ satisfaction with itssolutions and services would be adversely affected.

NewGenIvf’s failure to effectivelydevelop and expand its marketing and sales capabilities could harm its ability to increase its client base and achieve broader marketacceptance of solutions NewGenIvf provides.

NewGenIvf’s abilityto increase its client base and achieve broader market acceptance of solutions it provides will depend to a significant extent on itsability to expand its marketing and sales capabilities. NewGenIvf plans to continue expanding its direct sales force and to dedicate significantresources to sales and marketing programs, including direct sales, inside sales, targeted direct marketing, advertising, digital marketing,e-newsletter and conference sponsorships. All of these efforts will require it to invest significant financial and other resources. Itsbusiness and results of operations could be harmed if its sales and marketing efforts do not generate significant increases in revenue.NewGenIvf may not achieve anticipated revenue growth from expanding its sales and marketing efforts if it is unable to hire, develop,integrate and retain talented and effective sales personnel, if its new and existing sales personnel, on the whole, are unable to achievedesired productivity levels in a reasonable period of time, or if its sales and marketing programs are not effective.

NewGenIvf may experience net losses andmay not sustain profitability in the future.

NewGenIvf experienced significantrevenue decrease from 2019 to 2020, due to the impact of COVID-19. NewGenIvf is not certain whether it will obtain sufficient levels ofsales to sustain its growth or maintain profitability in the future. NewGenIvf also expects its costs and expenses to increase in futureperiods, which could negatively affect its future results of operations if its revenue does not increase accordingly. In particular, NewGenIvfintends to continue to incrementally expand its sales and client account management teams to educate potential clients and drive new clientadoption. NewGenIvf also expects to incur additional costs as it introduces new solutions and services to enhance its comprehensive fertilityoffering. NewGenIvf will also face increased compliance costs associated with growth, the expansion of its client base and being a publiccompany. NewGenIvf’s efforts to grow its business may be costlier than it expects, and NewGenIvf may not be able to increase itsrevenue enough to offset its increased operating expenses. NewGenIvf may incur significant losses in the future for a number of reasons,including the other risks described herein, and unforeseen expenses, difficulties, complications and delays, and other unknown events.If NewGenIvf is unable to sustain profitability, the value of its business and common stock may significantly decrease.

NewGenIvf’s future revenue may notgrow at the rates it historically has, or at all.

NewGenIvf has experiencedgrowth since its business operations started in 2014. Revenue and NewGenIvf’s client base may not grow at the same rates they historicallyhave, or they may decline in the future. NewGenIvf’s future growth will depend, in part, on its ability to:

NewGenIvf may not successfullyaccomplish all or any of these objectives, which may affect its future revenue, and which makes it difficult for it to forecast its futureresults of operations. In addition, if the assumptions that NewGenIvf uses to plan its business are incorrect or change in reaction tochanges in its market, it may be difficult for it to maintain profitability. NewGenIvf’s shareholders should not rely on its revenuefor any prior quarterly or annual periods as any indication of its future revenue or revenue growth.

In addition, NewGenIvf expectsto continue to expend substantial financial and other resources on:

These investments may notresult in increased revenue growth in its business. If NewGenIvf is unable to increase its revenue at a rate sufficient to offset theexpected increase in its costs, its business, financial position, and results of operations will be harmed, and NewGenIvf may not be ableto maintain profitability over the long term. Additionally, NewGenIvf may encounter unforeseen operating expenses, difficulties, complications,delays and other unknown factors that may result in losses in future periods.

If its revenue growth doesnot meet its expectations in future periods, NewGenIvf may not maintain profitability in the future, its business, financial positionand results of operations may be harmed.

NewGenIvf’s quarterly and annual resultsmay fluctuate significantly and may not fully reflect the underlying performance of NewGenIvf’s business.

NewGenIvf’s quarterlyand annual results of operations, including the levels of NewGenIvf’s revenues, expenses, net (loss)/income and other key metrics,may vary significantly in the future due to a variety of factors, some of which are outside of NewGenIvf’s control, and period-to-periodcomparisons of NewGenIvf’s operating results may not be meaningful, especially given NewGenIvf’s limited operating history.Accordingly, the results for any one fiscal quarter or any one fiscal year are not necessarily an indication of future performance. Fluctuationsin quarterly and/or annual financial results may adversely affect the price of NewGenIvf’s ordinary shares. Factors that may causefluctuations in NewGenIvf’s quarterly and annual financial results include:

If the estimates and assumptions NewGenIvfuses to determine the size of the target markets for its services are inaccurate, its future growth rate may be impacted and its businesswould be harmed.

Market opportunity estimatesand growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.Market opportunity estimates and growth forecasts included in this prospectus, including those NewGenIvf has generated itself, are subjectto significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks describedin this prospectus. Even if the markets in which NewGenIvf competes achieve the forecasted growth, its business could fail to grow atsimilar rates, if at all.

NewGenIvf’s estimatesof the market opportunity for its services are based on the assumption that the purpose-built, data-driven and disruptive fertility servicesplatform with the plan design NewGenIvf offers will be attractive to clients. Clients may pursue alternatives or may not see the valuein providing enhanced fertility-related services. In addition, NewGenIvf believes that it is expanding the size of the fertility marketas NewGenIvf enhances demand and increase awareness for fertility services. If these assumptions prove inaccurate, or if the increasein awareness of fertility services attracts potential competitors to the market and results in greater competition, NewGenIvf’sbusiness, financial condition and results of operations could be adversely affected.

It is difficult to predictthe demand for NewGenIvf’s solutions, the entry of competitive solutions or the future growth rate and size of the fertility market.The expansion of the fertility market depends on a number of factors, including, but not limited to: the continued trend of individualsstarting families later in life, increase in the number of single mothers by choice, adoption of non-traditional paths to parenthood andcontinued de-stigmatization of infertility.

If there is a reduction indemand caused by a lack of client acceptance, weakening economic conditions, data security or privacy concerns, governmental regulation,competing offerings or otherwise, the market for its solutions and services might not continue to develop or might develop more slowlythan NewGenIvf expects, which would adversely affect its business, financial condition and results of operations.

NewGenIvf may not be able to successfullymanage its growth, and if NewGenIvf is not able to grow efficiently, its business, financial condition and results of operations couldbe harmed.

As usage of its solutionsgrows, NewGenIvf will need to devote additional resources to improving and maintaining its infrastructure. In addition, NewGenIvf willneed to appropriately scale its internal business systems and its client account management and services personnel to serve its growingclient base. Any failure of or delay in these efforts could result in reduced client satisfaction, resulting in decreased sales to newclients and lower renewal and utilization rates by existing clients, which could hurt its revenue growth and its reputation. Even if NewGenIvfis successful in these efforts, they will require the dedication of management time and attention. NewGenIvf could also face inefficienciesor service disruptions as a result of its efforts to scale its internal infrastructure. NewGenIvf cannot be sure that the expansion andimprovements to its internal infrastructure will be effectively implemented on a timely basis, and such failures could harm its business,financial condition and results of operations.

If NewGenIvf’s new solutions and services are not adoptedby its clients, or if it fails to innovate and develop new offerings that are adopted by its clients, its revenue and results of operationsmay be adversely affected.

To date, NewGenIvf has deriveda substantial majority of its revenue from sales of its fertility services. As NewGenIvf operates in an evolving industry, its long-termresults of operations and continued growth will depend on its ability to successfully develop and market new successful solutions andservices to its clients. If its existing clients do not value and/or are not willing to make additional payments for such new solutionsor services, it could adversely affect its business, financial condition and results of operations. If NewGenIvf is unable to predictclients’ preferences, if the markets in which NewGenIvf participates change, including in response to government regulation, orif NewGenIvf is unable to modify its solutions and services on a timely basis, NewGenIvf may lose clients. Its results of operations wouldalso suffer if its innovations were not responsive to the needs of the clients, appropriately timed with market opportunity or effectivelybrought to market.

If NewGenIvf fails to adapt and respondeffectively to the changing medical landscape, changing regulations, changing client needs, requirements or preferences, its offeringsmay become less competitive.

The market in which NewGenIvfcompetes is subject to a changing medical landscape and changing regulations, as well as changing client needs, requirements and preferences.The success of its business will depend, in part, on its ability to adapt and respond effectively to these changes on a timely basis.NewGenIvf’s business strategy may not effectively respond to these changes, and NewGenIvf may fail to recognize and position itselfto capitalize upon market opportunities. NewGenIvf may not have sufficient advance notice and resources to develop and effectively implementan alternative strategy. There may be scientific or clinical changes that require it to change its solutions or that make its solutionsless competitive in the marketplace. If there are sensitivities to its model or its existing competitors and new entrants create new disruptivebusiness models and/or develop new solutions that clients prefer to its solutions, NewGenIvf may lose clients, and its results of operations,cash flows and/or prospects may be adversely affected. The future performance of NewGenIvf’s business will depend in large parton its ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in adynamic industry. If these initiatives of NewGenIvf do not result in met objectives, NewGenIvf’s results of operations could beadversely affected.

If NewGenIvf fails to maintain and enhanceits brand, its ability to expand its client base will be impaired and its business, financial condition and results of operations maysuffer.

The growth of NewGenIvf’sbusiness partially depends on the recognition of NewGenIvf’s brand and reputation. NewGenIvf believes that maintaining and enhancingits brand is important to support the marketing and sale of its existing and future solutions to new clients and expand sales of its solutionsto existing clients. NewGenIvf also believes that the importance of brand recognition will increase as competition in its market increases.Successfully maintaining and enhancing its brand will depend largely on the effectiveness of its marketing efforts, its ability to providereliable services that continue to meet the needs of its clients at competitive prices, its ability to maintain its clients’ trust,its ability to continue to develop new solutions, and its ability to successfully differentiate its platform from competitive solutionsand services. NewGenIvf’s brand promotion activities may not generate client awareness or yield increased revenue, and even if theydo, any increased revenue may not offset the expenses NewGenIvf incurs in building its brand. If NewGenIvf fails to successfully promoteand maintain its brand, its business, financial condition and results of operations may suffer.

If NewGenIvf fails to retain and motivatemembers of its management team or other key employees, or fails to attract additional qualified personnel to support its operations, itsbusiness and future growth prospects could be harmed.

NewGenIvf’s successand future growth depend largely upon the continued services of its management team and its other key employees. From time to time, theremay be changes in its executive management team or other key employees resulting from the hiring or departure of these personnel. Itsexecutive officers and other key employees are employed on an at-will basis, which means that these personnel could terminate their employmentwith it at any time. The loss of one or more of its executive officers, or the failure by its executive team to effectively work withits employees and lead its company, could harm its business.

In addition, to execute itsgrowth plan, NewGenIvf must attract and retain highly qualified personnel. Competition for these personnel is intense, especially forexperienced medical officers and scientific staffs and sales and client account management personnel. There is no guarantee NewGenIvfwill be able to attract such personnel or that competition among potential employers will not result in increased salaries or other benefits.From time to time, NewGenIvf has experienced, and NewGenIvf expects to continue to experience, difficulty in hiring and retaining employeeswith appropriate qualifications. Many of the companies with which NewGenIvf competes for experienced personnel have greater resourcesthan NewGenIvf has. If NewGenIvf hires employees from competitors or other companies, their former employers may attempt to assert thatthese employees or NewGenIvf has breached their legal obligations, resulting in a diversion of its time and resources. In addition, prospectiveand existing employees often consider the value of the equity awards they receive in connection with their contribution to the company.If the perceived value of its equity awards declines, experiences significant volatility, or increases such that prospective employeesbelieve there is limited upside to the value of its equity awards, it may adversely affect its ability to recruit and retain key employees.If NewGenIvf fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospectscould be harmed.

Furthermore, in order toattract and retain key personnel and employees, the compensation amounts for NewGenIvf’s executive officers may change significantlyafter consummation of the Business Combination, although there are currently no agreements in place relating to any such post BusinessCombination compensation arrangements. As a result, NewGenIvf’s expenses associated with the compensation may increase, which mayalso have an adverse effect on its results of operations.

To successfully market and sell its servicesand products in Asia-Pacific markets, NewGenIvf must address many international business risks with which NewGenIvf has limited experience.

NewGenIvf’s businessis subject to risks in connection with changes in international, national and local economic and market conditions, including the effectsof global financial crises, effects of terrorist acts and war and global pandemics. Such economic changes could negatively impact infertilecouples’ abilities to pay for fertility treatments around the world.

NewGenIvf’s strategyis to increase its international presence in Asia-Pacific countries and its international sales are subject to a number of risks, including:

If one or more of these risksare realized, its business, financial condition and results of operations could be adversely affected.

Ethical, legal and social concerns relatedto the use of assisted reproductive technology could reduce demand for the fertility services provided by the medical facilities in NewGenIvf’snetwork, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.

Patient sentiment and distrustof the use of assisted reproductive technology may lead to less demand for fertility services. Assisted reproductive technologies, includinggenetic testing, technologies used for surrogacy and egg donation and gender selection, have raised ethical, legal and social issues regardingprivacy and the appropriate uses of the resulting information. Government authorities could, for social or other purposes, limit or regulatethe use of assisted reproductive technology to certain conditions. Similarly, these concerns may lead patients to refuse to use, or physiciansto be reluctant to order, assisted reproductive services even if permissible. These and other ethical, legal and social concerns may limitmarket acceptance of fertility services or reduce patient demand for such services, either of which could have a material adverse effecton the business, financial condition and results of operations of the medical facilities in NewGenIvf’s network, and NewGenIvf itself.

NewGenIvf is reliant on revenue from internationalclients.

Fertility services revenuefrom international clients are an important part of NewGenIvf’s revenue, though NewGenIvf is expanding rapidly into the local markets.The number of international clients travelling to Thailand, Cambodia and Kyrgyzstan to seek fertility services may, however, be affectedby a number of factors, including the economic status of the foreign client’s country of origin, the relative exchange rate of theclient’s home currency to the relevant authorities, which may affect the cost of treatment, natural disasters, pandemics like COVID-19,and political tension or acts of terrorism in such countries and the region. For example, the COVID-19 has had resulted in a number ofcountries declaring a state of emergency and a number of countries, including the countries in Asian Pacific, imposing extensive travelrestrictions, which in turn caused a decrease in the numbers of internal clients traveling to Thailand, Cambodia or Kyrgyzstan for treatments.

These events could causea postponement or a reduction in the number of clients traveling to Thailand, Cambodia or Kyrgyzstan, and could in turn affect revenuesfrom international clients, which is the significant contributor in terms of volume. A decline in the medical tourism industry may havea material adverse effect on NewGenIvf’s financial condition and results of operations.

Fluctuations in exchange rates could havea material and adverse effect on NewGenIvf’s results of operations and the value of your investment.

NewGenIvf’s reportingcurrency is U.S. dollars. The functional currency of NewGenIvf and its subsidiaries include Hong Kong dollar (“HK$”),Thai baht (“THB”), Cambodian riel (“KHR”) and United States dollar (“USD”). Accordingly, fluctuationsin the value of HK$, THB and KHR relative to the USD could affect its results of operations due to translational remeasurements. As itsinternational operations expand, an increasing portion of its revenue and operating expenses may be denominated in non- HK$, THB or KHRcurrencies. Accordingly, NewGenIvf’s revenue and operating expenses will become increasingly subject to fluctuations due to changesin foreign currency exchange rates. If NewGenIvf is not able to successfully hedge against the risks associated with currency fluctuations,NewGenIvf’s business, financial condition and results of operations could be materially adversely affected.

Governmental control of currency conversionmay limit NewGenIvf’s ability to utilize NewGenIvf’s net revenue effectively and affect the value of your investment.

NewGenIvf’s revenueand expenses for its businesses are substantially denominated in  THB, which are currently not freely convertible currencies. A portionof such revenue must be converted into other currencies in order to meet its foreign currency obligations. For example, NewGenIvf’ssubsidiaries will need to obtain foreign currency to make payments of declared dividends, if any, on its shares.

Under the existing foreignexchange regulations in Thailand, NewGenIvf will be able to make current account foreign exchange transactions. However, in the future,governments may take measures, at its discretion, to restrict access to foreign currencies for capital account and current account transactionsunder certain circumstances. If such measures are implemented, NewGenIvf may not be able to pay dividends in foreign currencies to holdersof its shares. Foreign exchange transactions under its capital account are subject to significant foreign exchange controls and requirecertain approvals. These limitations could affect our ability to obtain foreign exchange through offshore financing.

The value of the THB againstthe U.S. dollar and other currencies fluctuates, and is subject to changes resulting from policies of the Thailand and other governments,and depends to a large extent on domestic and international economic and political developments as well as supply and demand in the localmarket. For example, the Bank of Thailand, which is the central bank of Thailand, is responsible for formulating and implementing monetarypolicies in the country to maintain the price stability and promote economic stability and sustainable growth. The Bank of Thailand imposes(four) measures in preventing THB fluctuation. Those are measures to limit THB liquidity, to curb capital inflows, to limit the flowson Non-resident Bank Account and Non-resident Baht for Securities, and to limit the flows on Non-Deliverable Forward transactions. Withan increased floating range of the THB’s value against foreign currencies and a more market-oriented mechanism for determining themid-point exchange rates, the THB may further appreciate or depreciate significantly in value against the U.S. dollar or other foreigncurrencies in the long-term, depending on the fluctuation of the basket of currencies against which it is currently valued, or it maybe permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the THB against the U.S. dollaror other foreign currencies. It cannot be assured that THB will not experience significant appreciation or depreciation against the U.S. dollaror other foreign currencies in the future.

Furthermore, NewGenIvf isalso currently required to obtain approvals before converting significant sums of foreign currencies into THB. All of these factors couldmaterially and adversely affect its business, results of operations, financial condition and prospects, and could reduce the value of,and dividends payable on, its shares in foreign currency terms.

Substantially all of NewGenIvf’s assetsand operations are located in Thailand, Cambodia and Kyrgyzstan and they are subject to economic, legal and regulatory uncertainties insuch countries.

Substantially all of NewGenIvf’soperations and assets are based in Thailand, Cambodia and Kyrgyzstan. As a result, its businesses and operations are subject to thechanging economic conditions prevailing from time to time in such countries. Since 2020, Thailand’s economy has been experiencinga slowdown. According to the National Economic and Social Development Board of Thailand (the “NESDB”) the GDP growth rateof Thailand declined to minus 6.1% in 2020 and slightly recovered to 1.6% in 2021 and 2.6% in 2022. Under such conditions, the NESDB projectedthat Thailand’s economy will only grow by 3.0% to 4.0% in 2023,  lower than the previously growth in historical years.Meanwhile, Cambodia’s post-pandemic economic recovery has gained momentum, but remains uneven. Traditional growth drivers, especiallymanufacturing and agricultural commodities exports, have fully recovered. However, while travel and tourism have improved, the sectorremains well below pre-COVID-19 levels. The subsequent impact also caused the vendors and customers preference change, lower the willingnesstravelling to Kyrgyzstan for surrogacy services. The economy is projected to grow, underpinned by merchandise exports and domestic economicactivity. Foreign direct investment, while diversified, remains affected by China’s related COVID-19 policies.

NewGenIvf also derives asubstantial portion of its revenue from Chinese clients and as such, its maintenance of PRC-sourced revenues and access to new and existingclients from the PRC are also subject to the economic conditions of China. However, the near-term growth prospects of the PRC economyare unclear due to the uncertain effects of ongoing economic stress caused by policies to contain the COVID-19 pandemic, trade and nationalsecurity policies, and the elevated levels of private and public indebtedness, among others. According to the National Statistics Bureauof the PRC, growth rate of China’s GDP for the year 2022 slowed down to 3.0% on a year-on-year basis compared to the growth rateof approximately 8.4% for the year 2021. In the second quarter of 2023, China’s GDP grew only 0.8% on a quarter basis, a significantslowdown from the 2.2% quarter growth registered in the first quarter of 2023. A prolonged downturn in the PRC economy generally couldmaterially and adversely affect NewGenIvf’s results of operations.

Factors that may adverselyaffect the economy and conditions in such countries include:

The economic conditions inThailand, Cambodia, Kyrgyzstan and China are also affected by global economic conditions. The global credit markets have experienced,and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failureof a number of institutions in the banking and insurance industries. There remains a concern that a return of the debt crisis in Europe,the political unrest in the Middle East and Eastern Europe as well as rumors or threats or actual terrorist attacks or conflicts in theMiddle East, Southeast Asia, Eastern Europe or other regions will impinge upon the health of the global financial system. These or othersuch events could adversely affect NewGenIvf’s business, financial condition, results of operations and prospects.

There is no assurance thatthe economies and social conditions of Thailand, Cambodia, Kyrgyzstan and China will meet current projections or improve in the future.Any instability or economic downturn could have a material adverse effect on NewGenIvf’s business, financial condition, resultsof operations and prospects.

Failure to comply with the terms of futurefinancing arrangements could result in default, which could have an adverse effect on NewGenIvf’s cash flow and liquidity.

NewGenIvf may from time totime enter into credit facilities and debt financing arrangements containing financial and other covenants that could, among other things,restrict NewGenIvf’s business and operations. If NewGenIvf breaches any of these covenants, including the failure to maintain certainfinancial ratios, NewGenIvf’s lenders may be entitled to accelerate NewGenIvf’s debt obligations. Any default under the creditfacility could result in the repayment of these loans prior to maturity as well as the inability to obtain additional financing, whichin turn may have a material adverse effect on NewGenIvf’s cash flow and liquidity.

NewGenIvf requires a significant amountof capital to fund its operations and growth. If NewGenIvf cannot obtain sufficient capital on acceptable terms, its business, financialcondition, and prospects may be materially and adversely affected.

NewGenIvf requires a significantamount of capital and resources for its operations and continued growth. NewGenIvf expects to make significant investments to fund operations,laboratory upgrades, among other things, which may significantly increase NewGenIvf’s net cash used in operating activities. Inaddition, NewGenIvf will continue to invest in laboratory and facilities which are fundamental to NewGenIvf’s business operationand future growth. However, NewGenIvf cannot assure you that these investments will generate the optimal returns, if at all. To date,NewGenIvf has historically funded its cash requirements primarily through operational, capital contributions from its shareholders andshort-term or long-term borrowings. If these resources are insufficient to satisfy NewGenIvf’s cash requirements, NewGenIvf mayseek to raise funds through additional equity offering or debt financing or additional bank facilities. NewGenIvf’s ability to obtainadditional capital in the future, however, is subject to a number of uncertainties, including those relating to its future business development,financial condition, and results of operations, general market conditions for financing activities by companies in its industry, and macro-economicand other conditions in Thailand, Cambodia, Kyrgyzstan and globally. If NewGenIvf cannot obtain sufficient capital on acceptable termsto meet its capital needs, NewGenIvf may not be able to execute its growth strategies, and NewGenIvf’s business, financial condition,and prospects may be materially and adversely affected.

The defects in certain leased property interestsand failure to register certain lease agreements may materially and adversely affect NewGenIvf’s business, financial condition,results of operations, and prospects.

NewGenIvf leases premisesin Thailand, Cambodia and Kyrgyzstan in various locations. With respect to property leased by First Fertility PGS Center in Thailand,the lessors did not have or provide NewGenIvf with property ownership certificates or other documents evidencing their rights to leasesuch premises to First Fertility PGS Center. Therefore, NewGenIvf cannot assure that it will not be subject to any challenges, lawsuits,or other actions taken against First Fertility PGS Center with respect to its leased premises for which the relevant lessors do not havevalid title or right to lease. If First Fertility PGS Center’s lessors’ right to lease premises is successfully challengedby any third party, First Fertility PGS Center’s lease agreements may not be enforceable and NewGenIvf may be forced to vacate thepremises and relocate to a different location. Under such circumstances, NewGenIvf expects to incur relocation costs of up to THB3 millionand expects that there would not be material business interruption costs, if any.

In addition, the failureof the lessor to provide sufficient legal evidence of its right to lease the premises has prevented First Fertility PGS Center from registeringthe clinic with the Bangkok Metropolitan Authority (“BMA”) as required under the Public Health Act B.E. 2535 (1992) (the “PHA”).Under Section 71 of the PHA, First Fertility PGS Center and its directors are subject to imprisonment of up to 6 (six) months and a fineof up to THB50,000, or both. The BMA could also order First Fertility PGS Center to stop operating the clinic which would require relocationof the clinic if First Fertility PGS Center could not make the necessary registration. Under such circumstances, First Fertility PGS Centerexpects to incur relocation costs of up to THB3 million and expects that there would not be material business interruption costs, if any.

Only one of NewGenIvf’sdirectors or officers, namely Ms. Fong, Hei Yue Tina, is also a director of First Fertility PGS Center. NewGenIvf believes that if FirstFertility PGS Center’s directors, including Ms. Fong, are found guilty of the above offence and subject to imprisonment, theresulting impact on NewGenIvf’s business, results of operations and financial conditions would be limited, as Ms. Fong has limitedinvolvement in the day-to-day management of First Fertility PGS Center’s operations and Mr. Siu, Wing Fung Alfred and the otherdirectors and officers of NewGenIvf and its subsidiaries would be able to keep operating the group’s and First Fertility PGS Center’sactivities with limited disruptions.

In addition, NewGenIvf hasnot registered the lease agreements of First Fertility Bishkek in Kyrgyzstan with the relevant government authorities. The enforceabilityof the lease of property may therefore be subject to restrictions under relevant laws and regulations and NewGenIvf may be forced to vacatethe premises and relocate to a different premise. Under such circumstances, NewGenIvf expects to incur relocation costs of up to USD150,000and expects that there would not be material business interruption costs, if any. Meanwhile, First Fertility Bishkek may be required topay a penalty for the late registration of the lease agreement with a lease term of 3 or more years, the maximum amount of which is KGS3060($35).

NewGenIvf currently has no insurance coveragefor its operations.

The assisted reproductivemedical facilities in NewGenIvf’s network are exposed to potential liabilities that are inherent to the provision of services. Medicaland other liabilities may not be fully covered by insurance and the medical facilities may face claims in excess of the insurance coverageor claims which are not covered by insurance due to other policy limitations or exclusions or where the medical facilities in NewGenIvf’snetwork have failed to comply with the terms of the policy. Any uninsured risks may result in substantial costs and the diversion of resources,which could adversely affect its results of operations and financial condition.

The insurance industriesin Thailand, Cambodia and Kyrgyzstan are still at early stages of development, and insurance companies in Thailand, Cambodia and Kyrgyzstancurrently offer limited business-related insurance products. NewGenIvf does not currently maintain insurance. NewGenIvf cannot assureyou that the medical facilities in its network will be able to obtain and/or maintain medical liability insurance on acceptable termsor without substantial premium increases or at all in the future.

In addition, as NewGenIvf’sbusiness expands, the cost for each medical facility in its network and NewGenIvf to maintain an adequate level of insurance may becomeincreasingly high. NewGenIvf cannot ensure that the medical facilities in its network will be able to locate or purchase appropriate insuranceto cover the expanding operations in time, on commercially reasonable terms or at all. Any significant uninsured loss could have materialand adverse effects on the financial condition and results of operations of the medical facilities in NewGenIvf’s network, and thusmay affect its business, results of operations and financial condition.

Moreover, NewGenIvf doesnot currently maintain professional malpractice liability insurance for its physicians and nurses. As a result, NewGenIvf may be subjectto medical disputes and claims arising under relevant laws from time to time, which could cause substantial damage to NewGenIvf if notcovered by professional malpractice liability insurance. Any dispute with clients, or any legal proceeding involving the physicians ofthe medical facilities or medical professionals, regardless of its merit or eventual outcome, could result in significant legal costsand financial and/or reputational damages to the medical facilities and NewGenIvf and materially and adversely affect the business, financialcondition and results of operations of the medical facilities in NewGenIvf’s network, and further affect its business, financialcondition, results of operations and prospects.

NewGenIvf may not be successful in adaptingto technological developments, which may affect its business and results of operations.

It is possible that new technologiescould be developed or scientific advances made by NewGenIvf’s competitors, or elsewhere and licensed to NewGenIvf’s competitors,which cannot be replicated by NewGenIvf without significant capital expenditure or at all, or that replace or reduce the requirement forassisted reproductive services, ultrasound or specialized diagnostics. The consequences for NewGenIvf of the development of new technologiescould include lower or loss of revenues, loss of market position and reduced prospects of NewGenIvf.

If its computer systems, or those of itsproviders, specialty pharmacies or other downstream vendors lag, fail or suffer security breaches, NewGenIvf may incur a material disruptionof its services, which could materially impact its business and the results of operations.

NewGenIvf’s businessesin Thailand, Cambodia and Kyrgyzstan are increasingly dependent on critical, complex and interdependent information technology systemsto support business processes as well as internal and external communications. NewGenIvf’s success is therefore dependent in parton its ability to secure, integrate, develop, redesign and enhance its (or contract with vendors to provide) technology systems that supportits business strategy initiatives and processes in a compliant, secure, and cost and resource efficient manner. If NewGenIvf or its providers,specialty pharmacies or other downstream vendors have an issue with its or their respective technology systems, it may result in a disruptionto its operations or downstream disruption to its relationships with its clients or its selective network of high-quality fertility specialists.Additionally, if NewGenIvf chooses to insource any of the services currently handled by a third party, it may result in technologicalor operational disruptions.

In addition, despite theimplementation of security measures, its internal computer systems, and those of its provider clinics, specialty pharmacies or other downstreamvendors, are potentially vulnerable to damage from malicious intrusion, malware, computer viruses, unauthorized access, natural disasters,terrorism, war and telecommunication and electrical failures. While NewGenIvf is not aware that it has experienced any such system failure,accident or security breach to date, if such an event were to occur and cause interruptions in its operations, it could result in a materialdisruption to its ability to operate and deliver its solutions. In addition, to the extent that any disruption or security breach wereto result in a loss or inappropriate disclosure of confidential information, NewGenIvf could incur liability. See “— RisksRelated to Government Regulation — NewGenIvf operates in a highly regulated industry and must comply with a significantnumber of complex and evolving requirements. Any lack of requisite approvals, licenses, or permits applicable to NewGenIvf’s businessmay have a material and adverse impact on NewGenIvf’s business, financial condition, and results of operations — DataProtection and Breaches.”

Risks Related to NewGenIvf’s Relationships with Third Parties

NewGenIvf’s business depends on itsability to maintain its network of high-quality fertility specialists and other healthcare providers. If NewGenIvf is unable to do so,its future growth would be limited and its business, financial condition and results of operations would be harmed.

NewGenIvf’s performanceand success is dependent upon its continued ability to maintain a credentialed network of high-quality fertility specialists, includingits senior management team, other key employees, as well as research and development and operation maintenance personnel, many of whomare difficult to replace. Fertility specialists could refuse to contract, demand higher payments or take other actions that could resultin higher medical costs, less attractive service for its clients or difficulty meeting regulatory or accreditation requirements. Identifyinghigh-quality fertility specialists, credentialing and negotiating contracts with them and evaluating, monitoring and maintaining its network,requires significant time and resources. Competition in the healthcare industry for qualified employees is intense. NewGenIvf may needto offer higher compensation and other benefits in order to attract and retain key personnel in the future, which could increase NewGenIvf’scompensation expenses, including stock-based compensation. NewGenIvf’s continued ability to compete effectively depends on NewGenIvf’sability to attract new employees and to retain and motivate NewGenIvf’s existing employees. If NewGenIvf is not successful in maintainingits relationships with top fertility specialists, these fertility specialists may refuse to renew their contracts with it, and potentialcompetitors may be effective in onboarding these or other high-quality fertility specialists to create a similarly high-quality network.There may be additional shifts in the fertility specialty provider space as the fertility market matures, and high-quality fertility specialistsmay become more demanding in re-negotiating to remain in its network. Its ability to develop and maintain satisfactory relationships withhigh-quality fertility specialists also may be negatively impacted by other factors not associated with it, such as regulatory changesimpacting providers or consolidation activity among hospitals, physician groups and healthcare providers. In addition, certain organizationsof physicians, such as practice management companies (which group together physician practices for administrative efficiency), may changethe way in which healthcare providers do business with it and may compete directly with it, which could adversely affect its business,financial condition and results of operations. NewGenIvf intends to grant, and may continue to grant, options and other types of awards,which may result in increased share-based compensation expenses.

NewGenIvf’s Share IncentiveAward will allow NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encouragethem to acquire a proprietary interest in the company’s growth and performance. Competition for highly skilled personnel and agentsis often intense and NewGenIvf may incur significant costs or may not be successful in attracting, integrating, or retaining qualifiedpersonnel and agents to fulfill NewGenIvf’s current or future needs. NewGenIvf believes that the granting of share-based awardsis of significant importance to NewGenIvf’s ability to attract and retain agents, key personnel and employees, and NewGenIvf willcontinue to grant share-based awards in the future. As a result, NewGenIvf’s expenses associated with share-based compensation mayincrease, which may have an adverse effect on NewGenIvf’s results of operations.

Meanwhile, the retirementor loss of certain specialists, scientific staff or other key personnel, the activities of competitors, the introduction of a competingservice that is perceived to be superior to the services provided by NewGenIvf, or other events which impact NewGenIvf’s reputationcould adversely affect NewGenIvf’s relationships with fertility specialists. For example, one specialist who was previously engagedby NewGenIvf brought a lawsuit against NewGenIvf regarding disputed remuneration, which resulted in a settlement for NewGenIvf to compensatethe specialist with a sum of approximately US$98,000. Also, fertility specialists’ relationship with NewGenIvf could affect theirbehaviors in recommending NewGenIvf’s services or referring patients to NewGenIvf, which could in turn adversely impact the numberof patients treated by NewGenIvf and adversely impact on its financial performance, market position and prospects.

In addition, the perceivedvalue of NewGenIvf’s solutions and its reputation may be negatively impacted if the services provided by fertility specialists orother healthcare providers are not satisfactory to NewGenIvf’s clients, including as a result of error that could result in litigation.For example, if fertility specialist or other healthcare provider releases sensitive information of its clients, it could incur additionalexpenses and give rise to litigation against NewGenIvf. Any such issue with one of its providers may expose it to public scrutiny, adverselyaffect its brand and reputation, expose it to litigation or regulatory action, and otherwise make its operations vulnerable. Further,if its services result in less than favorable outcomes, this could cause it to fail to meet its contractually guaranteed specified servicemetrics, and NewGenIvf could be obligated to provide the client with a fee reduction or a second chance for free, depending on their contractterms. The failure to maintain its selective network of high-quality fertility specialists or the failure of those specialists to meetand exceed its clients’ expectation, may result in a loss of or inability to grow or maintain its client base, which could adverselyaffect its business, financial condition and results of operations.

The medical facilities and professionalsin NewGenIvf’s network could become the subject of litigation, allegations and other claims, and NewGenIvf is not insured againstthese liabilities.

NewGenIvf relies on the physiciansand other medical professionals of the assisted reproductive medical facilities in its network to make proper clinical decisions regardingthe diagnosis and treatment of clients. However, NewGenIvf does not have full and direct control over every step of clinical activitiesundertaken at each of the medical facilities. In addition, physicians and medical professionals outside NewGenIvf’s network mayintroduce patients to NewGenIvf and conduct medical treatments and/or procedures for such patients in NewGenIvf’s facilities. NewGenIvfenters into independent contractor agreements with such physicians and medical professionals and treats such patients as NewGenIvf’sown patients. As such, NewGenIvf will have to bear any liabilities arising from their medical treatments and/or procedures conducted inNewGenIvf’s facilities. Any incorrect clinical decision or malpractice on the part of physicians and other medical professionals(including those from outside of its network), or any failure by the medical facilities in its network to properly manage their clinicalactivities may result in unsatisfactory treatment outcomes, patient injury or even death, which could lead to disputes with patients and/ortheir families or the medical professionals, including those from outside its network. In its experience, moreover, clients of fertilitytreatments tend to be more demanding on the medical services received. In addition, the relevant laws governing medical disputes and claimsgrant claimants liberal rights in bringing claims against physicians and other medical professionals practicing in the jurisdiction. Asa result, the medical facilities in its network may be subject to medical disputes and claims arising under relevant laws, from time totime, which could generate substantial damages imposed on such facilities if not covered by professional liability insurance. Any disputewith its patients and/or their families or the medical professionals, including those from outside its network, or any legal proceedinginvolving the physicians of the medical facilities or medical professionals, including those from outside its network, regardless of itsmerit or eventual outcome, could result in significant legal costs and reputational damage to the medical facilities and materially andadversely affect the business, financial condition and results of operations of the medical facilities in its network, and further affectits business, financial condition and results of operations.

The assisted reproductive medical facilitiesin NewGenIvf’s network have limited control over the quality of the pharmaceuticals, medical equipment, medical consumables andother supplies used in its operations, and cannot guarantee that the products in use are not defective or counterfeit. NewGenIvf alsohas no control over independent sub-contractors and cannot guarantee the services thereof.

The assisted reproductivemedical facilities in NewGenIvf’s network procure a variety of pharmaceuticals, medical equipment, consumables and other suppliesin NewGenIvf’s operations from third-party suppliers. As the medical facilities in NewGenIvf’s network do not engage in thedirect manufacture of such supplies, NewGenIvf cannot assure you that such supplies are free of defects and meet relevant quality standardsor, in the case of imported supplies, verify the origin of such products. In addition, there may be counterfeit pharmaceutical productsmanufactured without proper licenses or approvals or fraudulently mislabeled with respect to their content or manufacturer in the pharmaceuticalmarkets. In some cases these products are very similar in appearance to the authentic products. The quality control checks and processesmay not be able to identify all counterfeit pharmaceutical products in the inventory. Any sale of such products by the medical facilitiesin NewGenIvf’s network, regardless of its knowledge as to their authenticity, may subject the medical facilities to administrativesanctions, civil claims, negative publicity or reputational damage. NewGenIvf cannot assure you that the medical facilities in our networkwill be able to successfully claim full indemnity from such manufacturers of counterfeit pharmaceutical products.

NewGenIvf also cannot assureyou that the medical facilities in our network will not encounter incidents relating to defective products, or that such incidents willnot materially and adversely affect our network of medical facilities. If the products provided by NewGenIvf’s suppliers are defective,of poor quality or are otherwise unsafe or ineffective, the medical facilities in NewGenIvf’s network could be subject to liabilityclaims, complaints or adverse publicity, any of which would materially and  adversely affect its results of operations and reputation.NewGenIvf cannot assure you that the medical facilities in NewGenIvf’s network will find suitable replacement suppliers on commerciallyacceptable terms or at all.

The suppliers are also subjectto extensive laws, rules and regulations. If any suppliers violate applicable laws, rules and regulations, NewGenIvf’s reputationor procurement may be materially and adversely affected. In addition, the medical facilities in NewGenIvf’s network may be exposedto reputational damages or even liabilities for defective goods provided by the suppliers or negative publicity associated with any suppliers,and the business and results of operations of the medical facilities in NewGenIvf’s network and NewGenIvf could suffer as a result.

Independent sub-contractorsand/or agents that work with NewGenIvf are also subject to extensive laws, rules, and regulations. If any sub-contractor and/or agentviolates any applicable laws, rules, regulations or breaches any agreements, NewGenIvf’s reputation may be materially and adverselyaffected and NewGenIvf may be penalized by regulatory or other parties. In addition, NewgenIvf’s clients may engage Newgen’ssub-contractors and/or agents for ongoing services or additional services following the termination of contracts with NewGenIvf. NewGenIvfhas no control over the services provided by sub-contractors and cannot assure the quality of such services or ensure compliance withapplicable laws, rules and regulations. In addition, the services provided by independent sub-contractors may expose NewGenIvf to publicscrutiny, adversely affect its brand and reputation, expose it to litigation or regulatory action, and otherwise make its operations vulnerableif such independent sub-contractors fail to meet their contractual obligations or to comply with applicable laws or regulations.

If NewGenIvf loses its relationship withone or more key pharmaceutical manufacturers, its business and results of operations could be adversely affected.

NewGenIvf maintains contractualrelationships with select pharmaceutical manufacturers in Thailand, Cambodia and Kyrgyzstan. The consolidation of pharmaceutical manufacturers,the shortages of drugs provided by such manufacturers, the termination or material alteration of its contractual relationships, or itsfailure to renew such contracts could have a material adverse effect on its business and results of operations. Adoption of new laws,rules or regulations or changes in, or new interpretations of, existing laws, rules or regulations, relating to any of these programscould materially adversely affect its business and results of operations.

NewGenIvf has engaged in transactions withrelated parties, and such transactions present potential conflicts of interest that could have an adverse effect on its business and resultsof operations.

NewGenIvf has entered intoa number of transactions with related parties. NewGenIvf may in the future enter into additional transactions with its related parties.Interests of these related parties may not necessarily be aligned with NewGenIvf’s or The Company’s interests and the interestsof its other shareholders. For example, conflicts of interest may arise in connection with decisions regarding the transaction arrangementswhich may be less favorable to NewGenIvf than similar arrangements negotiated with unaffiliated third parties. Conflicts of interest mayalso arise in connection with the exercise of contractual remedies, such as the treatment of events of default. As a result, those relatedparty transactions, individually or in the aggregate, may have an adverse effect on NewGenIvf’s business and results of operations.

NewGenIvf may be subject to claims and allegationsrelating to intellectual property and other causes.

NewGenIvf may from time totime receive claims that NewGenIvf infringes on the intellectual property rights of others. Moreover, NewGenIvf may be subject to claimsby third parties who maintain that NewGenIvf’s service providers’ technology infringes third-party’s intellectual propertyrights. If NewGenIvf fails to successfully defend against such claim or does not prevail in such litigation, it could be required to modify,redesign or cease operating, pay monetary amounts as damages or enter into royalty or licensing arrangements with the valid intellectualproperty holders. Any royalty or licensing arrangements that NewGenIvf may seek in such circumstances may not be available to it on commerciallyreasonable terms or at all. Also, if NewGenIvf acquires technology licenses from third parties, NewGenIvf’s exposure to infringementactions may increase because NewGenIvf must rely upon these third parties to verify the origin and ownership of such technology. Thisexposure to liability could result in disruptions in NewGenIvf’s business that could materially and adversely affect NewGenIvf’sresults of operations.

Some of NewGenIvf’semployees may previously employed at other companies, including NewGenIvf’s competitors. NewGenIvf may hire additional personnelto expand its development team and technical support team as its business grows. To the extent these employees were involved in the developmentof content or technology similar to NewGenIvf’s at their former employers, NewGenIvf may become subject to claims that these employeesor NewGenIvf has appropriated these employees’ former employers’ proprietary information or intellectual properties. If NewGenIvffails to successfully defend such claims against itself, NewGenIvf may be exposed to liabilities which could have a material adverse effecton its business.

NewGenIvf is currently nota party to any material legal or administrative proceedings but may subject to legal or administrative actions for defamation, negligence,copyright and trademark infringement, unfair competition, breach of service terms, or other purported injuries resulting from the contentNewGenIvf provides or the nature of NewGenIvf’s services. Such legal and administrative actions, with or without merits, may beexpensive and time-consuming and may result in significant diversion of resources and management attention from NewGenIvf’s businessoperations. Furthermore, such legal or administrative actions may adversely affect NewGenIvf’s brand image and reputation.

Certain data and information in this prospectusrelied on by NewGenIvf were obtained from third-party data and polls. These metrics were not independently verified by NewGenIvf and maynot be accurate.

Certain numbers and informationin this prospectus were obtained and provided from numerous sources including management data, third-party data or numbers generally estimatedby calculating infertile couples, fertility tourism number, etc. to generally assess potential customer numbers in Asia-Pacific countries.

These metrics were not independentlyverified. Such databases, third-party information, and calculations may not accurately reflect actual statistics or numbers and NewGenIvfdoes not have access to specific rating numbers. Similarly, any statistical data in any third-party publications also include projectionsbased on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actualresults may differ from the projections based on these assumptions.

Risks Related to Government Regulation

NewGenIvf operates in a highly regulatedindustry and must comply with a significant number of complex and evolving requirements. Any lack of requisite approvals, licenses, orpermits applicable to NewGenIvf’s business may have a material and adverse impact on NewGenIvf’s business, financial condition,and results of operations.

The operations of NewGenIvfare subject to various laws, rules and regulations at the national, regional and local levels in Thailand, Cambodia, Kyrgyzstan and otherapplicable jurisdictions. Such laws and regulations mainly relate to (i) the licensing of local and foreign medical professionals,nursing professionals, medical technology professionals, pharmaceutical professions and other applicable licensing; (ii) the licensing,registration, and accreditation of medical facilities, laboratories, including but not limited to the licensing, registration, and accreditationof persons performing related activities; (iii) the privacy and security of confidential patient medical records; (iv) the corporatepractice of medicine; (v) healthcare fraud and abuse laws; (vi) the donation and transplantation of human cells, tissues andorgans; (vii) potential prohibition on surrogacy or providing intermediary assistance in surrogacy; and (viii) licensing andapproval of the accommodation provided as parts of the services.

NewGenIvf has attempted tostructure its operations to comply with laws, regulations and other requirements applicable to it directly and to its clients and vendors,but there can be no assurance that its operations will not be challenged or impacted by regulatory authorities or enforcement initiatives,or that the relevant authorities in each jurisdiction could impose higher standards or requirements, which NewGenIvf may have difficultyto adhere to, e.g. Medical Facilities Act B.E. 2541 (1998) and Protection of a Child Born by Medically Assisted Reproductive TechnologyAct B.E. 2558 (2015) for Thailand jurisdiction, Law on Reproduction Rights and on Guarantees of Their Realization of July 4,2015 No. 148, Law on status of medical worker of May 28, 2013 No. 81 and Temporary Regulation on Procedure of Licensing Private MedicalActivity approved by the resolution of government of April 4, 2017 No. 203 for Kyrgyz Republic. NewGenIvf in the future may becomeinvolved in governmental investigations, audits, reviews and assessments. Any determination by a court or agency that NewGenIvf’ssolutions or services violate, or cause its clients to violate, applicable laws, regulations or other requirements could subject it orits clients to civil, criminal, or administrative penalties. Such a determination also could require it to change or terminate portionsof its business, disqualify it from serving clients that do business with government entities, or cause it to refund some or all of itsservice fees or otherwise compensate its clients. In addition, failure to satisfy laws, regulations or other requirements could adverselyaffect demand for its solutions and could force it to expend significant capital, research and development and other resources to addressthe failure. Even an unsuccessful challenge by regulatory and other authorities or parties could be expensive and time-consuming, couldresult in loss of business, exposure to adverse publicity, and injury to its reputation and could adversely affect its ability to retainand attract clients. If NewGenIvf fails to comply with applicable laws, regulations and other requirements, its business, financial conditionand results of operations could be adversely affected. Such non-compliance could also require significant investment to address and mayprove costly. There are several additional state statutes, regulations, guidance and contractual provisions related to or impacting thehealthcare industry that may apply to its business activities directly or indirectly, including, but not limited to:

Meanwhile, Thailand is considering enactinga Patient Protection Bill  (the “Bill”). The Bill, if issued, is intended to alleviate disputes between patients andhealthcare providers, which have an impact on the healthcare system in Thailand as a whole. The compensation outlined in the Bill willassist patients in claiming damages, thereby fostering a positive relationship between patients and healthcare providers. Consequently,the rate of disputes is expected to decrease. The provisions under the Bill would require healthcare providers to compensate patientsin a timely manner, sometimes without requiring proof of wrongdoing. The Bill also contemplates setting up a patient protection fund fordamages to patients pursuant to which healthcare providers have to make mandatory contributions according to the rules determined by apatient protection committee. Failure by it to comply with applicable rules and regulations could result in penalties, the loss of regulatorypermits and damage to NewGenIvf’s business reputation, each of which could have a material adverse effect on its financial conditionand results of operations.

Furthermore, the Protection of A ChildBorn By Medically Assisted Reproductive Technology Act B.E. 2558 (2015) of Thailand was promulgated with the intention to appropriatelydesignate the legitimate parenthood status of a child born using medically assisted reproductive technology and regulate any medical scientificresearch on embryology and medically assisted reproductive technologies to prevent the misuse of medically assisted reproductive technologies.NewGenIvf is therefore under the supervision of a Committee of the Protection for Children Born through Medically Assisted ReproductiveTechnology, which is a committee established to control, inspect, supervise and formulate various policies relating to such acts. In Cambodiaand Kyrgyzstan, all health establishments, including private medical clinics, are under the supervision of the Cambodia MOH and the Ministryof Health of Kyrgyzstan, respectively, which each governs and regulates the operation of medical clinics and activities of medical practitionersin respective countries. In particular, the Medical Council of Cambodia, Cambodian Council of Nurses, Cambodian Midwives Council and thePharmaceutical Council of Cambodia, all assist the Cambodia MOH to supervise and monitor the practice of health professionals in Cambodia.IVF/embryo implant/transfer activities are subject to an approval by the Cambodia MOH.

NewGenIvf also has downstream entitieswhich provide it with services and are also subject to applicable regulations. If NewGenIvf or any of its downstream entities are unableto properly protect the privacy and security of protected health information entrusted to it, it could be found to have breached its contractswith its clients and be subject to investigation by the relevant supervision institution, i.e., the Office of the Personal Data ProtectionCommittee of Thailand (the Government Authority under the PDPA), the Cambodia MOH and the State Data Protection Agency under the Cabinetof Ministers of Kyrgyzstan (the “Agency”). In the event the Office of the Personal Data Protection Committee or the Agencyfinds that NewGenIvf has failed to comply with applicable privacy and security standards, it could face civil, criminal, and/ or administrativepenalties. In addition, the Office of the Personal Data Protection Committee performs compliance audits in order to proactively enforcethe privacy and security standards. The Office of the Personal Data Protection Committee has become an increasingly active regulator andhas signaled its intention to continue this trend. The Office of the Personal Data Protection Committee has the discretion to impose penaltiesand may require companies to enter into resolution agreements and corrective action plans which impose ongoing compliance requirements.The Office of the Personal Data Protection Committee’s enforcement activity, or audit related to incident regarding it or its downstreamentity, can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internalresources. Although NewGenIvf has implemented and maintain policies, processes and compliance program infrastructure to assist it in complyingwith these laws and regulations and its contractual obligations, NewGenIvf cannot provide assurance regarding how these laws and regulationswill be interpreted, enforced or applied to its operations. In associated with enforcement activities and potential contractual liabilities,its ongoing efforts to comply with evolving laws and regulations might also require it to make costly system purchases and/or modificationsor otherwise divert significant resources to compliance initiatives from time to time.

Certain of NewGenIvf’s solutionsand services involve the transmission and storage of client data in various jurisdictions, which subjects the operation of those solutionsand services to privacy or data protection laws and regulations in those jurisdictions. While NewGenIvf believes those solutions and servicescomply with current regulatory and security requirements in the jurisdictions in which it provides these solutions and services, therecan be no assurance that such requirements will not change or that it will not otherwise be subject to legal or regulatory actions. Thelaws and regulations are rapidly evolving and changing, and could have an adverse impact on its operations. These laws and regulationsare subject to uncertainty in how they may be interpreted and enforced by government authorities and regulators. The costs of compliancewith, and the other burdens imposed by, these and other laws or regulatory actions may increase its operational costs, prevent it fromproviding its solutions, and/or impact its ability to invest in or jointly develop its solutions. NewGenIvf also may face audits or investigationsby one or more government agencies relating to its compliance with these laws and regulations.

An adverse outcome under any such investigationor audit could result in fines, penalties, other liability, or could result in adverse publicity or a loss of reputation, and adverselyaffect NewGenIvf’s business. Any failure or perceived failure by it or by NewGenIvf’s solutions to comply with these lawsand regulations may subject it to legal or regulatory actions, damage its reputation or adversely affect its ability to provide its solutionsin the jurisdiction that has enacted the applicable law or regulation. Moreover, if these laws and regulations change, or are interpretedand applied in a manner that is inconsistent with its policies and processes or the operation of its solutions NewGenIvf may need to expendresources in order to change its business operations, policies and processes or the manner in which it provides its solutions. This couldadversely affect NewGenIvf’s business, financial condition and results of operations.

Despite NewGenIvf’s security managementefforts with respect to physical and technological safeguards, employee training, vendor (and sub-vendor) controls and contractual relationships,its infrastructure, data or other operation centers and systems used in its business operations, including the internet and related systemsof its vendors (including vendors to whom NewGenIvf outsources data hosting, storage and processing functions) are vulnerable to, andmay from time to time experience, unauthorized access to data and/or breaches of confidential information due to a variety of causes.Techniques used to obtain unauthorized access to or compromise systems change frequently, are becoming increasingly sophisticated andcomplex, and are often not detected until after an incident has occurred. As a result, NewGenIvf might not be able to anticipate thesetechniques, implement adequate preventive measures, or immediately detect a potential compromise. If its security measures, some of whichare managed by third parties, or the security measures of its service providers or vendors, are breached or fail, it is possible thatunauthorized or illegal access to or acquisition, disclosure, use or processing of personal information, confidential information, orother sensitive client or employee data, including protected health information, may occur. A security breach or failure could resultfrom a variety of circumstances and events, including third-party action, human negligence or error, malfeasance, employee theft or misuse,phishing and other social engineering schemes, computer viruses, attacks by computer hackers, failures during the process of upgradingor replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, and catastrophicevents. If NewGenIvf’s security measures, or those of its service providers or vendors, were to be breached or fail, its reputationcould be severely damaged, adversely affecting client or investor confidence. As a result, clients may curtail their use of or stop usingits offering and its business may suffer. In addition, NewGenIvf could face litigation, damages for contract breach, penalties and regulatoryactions for violation of laws or regulations applicable to data protection and significant costs for remediation and for measures to preventfuture occurrences. In addition, any potential security breach could result in increased costs associated with liability for stolen assetsor information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partnersin an effort to maintain the business relationships after a breach and implementing measures to prevent future occurrences, includingorganizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party expertsand consultants. Negative publicity may also result from real, threatened or perceived security breaches affecting it or its industryor clients, which could cause it to lose clients or partners and adversely affect its operations and future prospects. NewGenIvf may notcarry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal onacceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a securityincident.

For example, in Thailand, NewGenIvfshall apply for and obtain the approval and/ or pre-approval from the relevant authority for the images, and text used in advertisementsor announcements which shall be in accordance with the Medical Facility Act B.E. 2541 (1998) (and its amendments) and the Notificationof the Department of Health Services Support on Rules, Procedures, Conditions, and Costs of Advertisements or Announcements of HealthcareFacilities B.E. 2562 (2019) (and its amendments) and the Operational Manual for Approval of Advertisements or Announcements relatingto Healthcare Facilities. If such approval was not obtained by NewGenIvf, it could lead to significant liabilities and consequences, whichcould adversely impact NewGenIvf’s business, financial condition and results of operations or subject its sales and marketing directorto personal liabilities.

For Cambodia, Prakas 028 on Advertisementof Private Medical, Paramedical and Medical Aid Practices dated August 23, 2004 issued by the Cambodia MOH prohibits commercial advertisingof private medical services. Advertisement of private health care services is only allowed for any advertisements within the professionalframework not affecting the ethics of private medical services and such advertisement requires a permit from the Cambodia MOH. Inaddition, the Royal Government of Cambodia has recently issued Sub-Decree 232 on the Management of Commercial Advertisements of Goodsand Services on November 4, 2022 to provide the legal framework for the management of commercial advertising of goods and servicesfor all types, forms and means in Cambodia. In light of this Sub-Decree, in addition to the permit requirement of the Cambodia MOH, aperson wishing to advertise their goods and/or services in Cambodia may also apply for a compliance certificate from the Ministry of Commerce,which certifies that advertising text or content complies with the Law on Consumer Protection or other applicable regulations.

For Kyrgyzstan, the Law on Advertisementsof December 24, 1998, No. 155 requires that if the activities of the advertiser subject to licensing, the advertisement of such advertisermust include the license number and the name of the authority that issued the license, except for radio advertising, where it is sufficientto state “licensed activity” on the territory of Kyrgyzstan. In advertising goods (including works and services), and otherobjects of advertising, cost indicators must be stated in the national currency. There are also other requirements established in relationto size, frequency, cost and other features of advertisements via different types of media.

New laws and regulationsrelevant to the fertility services may be introduced in the future, or the current applicable regulations may otherwise be amended orreplaced requiring the assisted reproductive medical facilities in its network to conduct business with additional oversight and regulatorycompliance. If NewGenIvf fails to obtain the necessary licenses, permits and approvals, NewGenIvf may be subject to fines, confiscationof revenues generated from incompliance operations, or the suspension of relevant operations. NewGenIvf may also experience adverse publicityarising from such non-compliance with government regulations that negatively impacts its brand. NewGenIvf may experience difficultiesor failures in obtaining the necessary approvals, licenses, and permits for new spaces or new service offerings. If NewGenIvf fails toobtain the material licenses, NewGenIvf’s business activities could be severely delayed. In addition, there can be no assurancethat NewGenIvf will be able to obtain, renew, and/or convert all of the approvals, licenses, and permits required for its existing businessoperations upon their expiration in a timely manner, in a cost-efficient manner or at all, which could adversely affect NewGenIvf’sbusiness operations and financial condition.

In addition, considerableuncertainties exist in relation to the interpretation and implementation of existing and future laws and regulations governing NewGenIvf’sbusiness activities. NewGenIvf could be found not in compliance with any future laws and regulations or of the laws and regulations currentlyin effect due to changes in the relevant authorities’ interpretation of those laws and regulations. It is possible that differentinterpretations or enforcement of these regulations could subject the current or past practices to allegations of impropriety or illegalityor require the medical facilities in its network to implement changes in the facilities, equipment, personnel or services, or increasecapital expenditure and operating expenses. If NewGenIvf fails to complete, obtain, or maintain any of the required licenses or approvalsor make the necessary filings, NewGenIvf may be subject to various penalties, such as confiscation of unlawful gains, the imposition offines, revocation of licenses, and the discontinuation or restriction of NewGenIvf’s operations. Any such penalties or changes inpolicies, regulations, or enforcement by government authorities may disrupt NewGenIvf’s operations and materially and adverselyaffect NewGenIvf’s business, financial condition, and results of operations.

Legal or regulatory restriction, governmentregulation, industry standards and other requirements create risks and challenges with respect to NewGenIvf’s compliance effortsand its business strategies and could adversely impact NewGenIvf’s business and limited the growth of NewGenIvf’s operations.

The healthcare industry ishighly regulated and subject to frequently changing laws, regulations, industry standards and other requirements. Many healthcare lawsand regulations are complex, and their application to specific solutions, services and relationships may not be clear. In particular,many existing healthcare laws and regulations, when enacted, did not anticipate the solutions and services that NewGenIvf provides, andthese laws and regulations may be applied to its solutions and services in ways that NewGenIvf does not anticipate. Efforts to reformor revise aspects of the healthcare industry or to revise or create additional legal or and regulatory requirements could impact its operations,the use of its solutions and services, and its ability to market new solutions and services, or could create unexpected liabilities forit. NewGenIvf also may be impacted by laws, industry standards and other requirements that are not specific to the healthcare industry,such as consumer protection laws and payment card industry standards. These requirements may impact its operations and, if not followed,could result in fines, penalties and other liabilities and adverse publicity and injury to its reputation.

There is a risk that existingor future laws may be interpreted in a manner that is not consistent with the healthcare industry’s current practices and couldhave an adverse effect on NewGenIvf’s business, financial condition, results of operations and growth prospects.

Any litigation against NewGenIvf could becostly and time-consuming to defend and could harm its business, financial condition and results of operations.

NewGenIvf has in the pastand may in the future become subject to regulatory actions, litigation, disputes, or claims of various types, legal proceedings and claimsthat arise in the ordinary course of business, such as claims brought by its clients or vendors in connection with commercial disputesor employment claims made by its current or former employees, as well as claims brought by relevant regulatory authorities or NewGenIvf’scompetitors, patients, employees, or other third parties against NewGenIvf. NewGenIvf is unable to predict the outcome of any of theselegal proceedings. Such regulatory actions, disputes, allegations, complaints, or legal proceedings may damage NewGenIvf’s reputation,evolve into litigation, or otherwise have a material adverse impact on NewGenIvf’s reputation and business. Such proceedings mightresult in substantial costs, regardless of the outcome, and may significantly divert management’s attention and resources from operatingNewGenIvf’s business, which might seriously harm its business, financial condition and results of operations. Insurance might notcover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continueto be available on terms acceptable to it. A claim brought against it that is uninsured or underinsured could result in unanticipatedcosts, potentially harming its business, financial condition and results of operations. The outcomes of actions NewGenIvf institutes maynot be successful or favorable to NewGenIvf. Lawsuits against NewGenIvf may also generate negative publicity that significantly harmsNewGenIvf’s reputation, which may adversely affect NewGenIvf’s client base. NewGenIvf may also need to pay damages or settlelawsuits with a substantial amount of cash.

Acquisitions, strategic investments, partnerships,or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt NewGenIvf’sbusiness, dilute stockholder value, and adversely affect its business, financial condition and results of operations.

NewGenIvf may in the futureseek to acquire or invest in businesses, joint ventures, products and services, or technologies that it believes could complement or expandits platform, enhance its technical capabilities, or otherwise offer growth opportunities. Any such acquisition or investment may divertthe attention of management and cause NewGenIvf to incur various expenses in identifying, investigating and pursuing suitable opportunities,whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, NewGenIvfmay encounter difficulties assimilating or integrating the businesses, technologies, products and services, personnel or operations ofthe acquired companies, particularly if the key personnel of the acquired company choose not to work for it, they are operationally difficultto integrate, or NewGenIvf has difficulty retaining the clients of any acquired business due to changes in ownership, management or otherwise.These transactions may also disrupt its business, divert its resources, and require significant management attention that would otherwisebe available for development of its existing business and may not benefit NewGenIvf’s business strategy, may not generate sufficientrevenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. Any such transactions that NewGenIvfis able to complete may not result in any synergies or other benefits it had expected to achieve, which could result in impairment chargesthat could be substantial. In addition, NewGenIvf may not be able to find and identify desirable acquisition targets or business opportunitiesor be successful in entering into an agreement with any particular strategic partner. These transactions could also result in dilutiveissuances of equity securities or the incurrence of debt, which could adversely affect its results of operations. In addition, if theresulting business from such a transaction fails to meet NewGenIvf’s expectations, or it fails to successfully integrate such businessesinto its own, its business, financial condition and results of operations may be adversely affected or it may be exposed to unknown risksor liabilities. Even when NewGenIvf identifies an appropriate acquisition or investment target, it may not be able to negotiate the termsof the acquisition or investment successfully, obtain financing for the proposed transaction, or integrate the relevant businesses intoits existing business and operations. Strategic investments or acquisitions will involve risks commonly encountered in business relationships,including:

Even if the transaction isconsummated, NewGenIvf may only have limited control over the companies in which it only has minority stake, it cannot ensure that thesecompanies will always comply with applicable laws and regulations in their business operations. Non-compliance of regulatory requirementsby NewGenIvf’s investees may cause substantial harm to NewGenIvf’s reputations and the value of NewGenIvf’s investment.In addition, if the resulting business from such a transaction fails to meet NewGenIvf’s expectations, or it fails to successfullyintegrate such businesses into its own, its business, financial condition and results of operations may be adversely affected or it maybe exposed to unknown risks or liabilities. If NewGenIvf is unable to effectively address these challenges, its ability to execute acquisitionsas a component of its long-term strategy will be impaired, which could have an adverse effect on its growth. As a result of the above,NewGenIvf’s strategies may not be successfully implemented beyond the current markets.

Any investment might notachieve the synergies, operational or financial benefits it expects and may adversely impact NewGenIvf’s operating results. In addition,NewGenIvf cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful developmentof new or enhanced products and services or that any new or enhanced products and services, if developed, will achieve market acceptance,or prove to be profitable.

Changes in NewGenIvf’s effective taxrate or tax liability may have an adverse effect on its results of operations.

NewGenIvf’s effectivetax rate could increase due to several factors, including, but not limited to:

Any of these developmentscould have an adverse effect on its results of operations.

NewGenIvf’s reported financial resultsmay be adversely affected by changes in accounting principles generally accepted in relevant jurisdictions.

Accounting principles generallyaccepted in Thailand, Cambodia and Kyrgyzstan are subject to interpretation by the relevant supervision institutions, and various bodiesformed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significanteffect on NewGenIvf’s reported results of operations and could affect the reporting of transactions already completed before theannouncement of a change. The adoption of new or revised accounting principles may require it to make changes to its systems, processesand control, which could have a significant effect on its reported financial results, cause unexpected financial reporting fluctuations,retroactively affect previously reported results or require it to make costly changes to its operational processes and accounting systemsupon or following the adoption of these standards.

If NewGenIvf’s estimates or judgmentsrelating to its critical accounting policies prove to be incorrect, its results of operations could be adversely affected.

The preparation of financialstatements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported inNewGenIvf’s consolidated financial statements and accompanying notes appearing elsewhere in this prospectus. NewGenIvf bases itsestimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as providedin the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf — CriticalAccounting Policies, Judgments and Estimates.” The results of these estimates form the basis for making judgments about thecarrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.Significant estimates and judgments used in preparing NewGenIvf’s consolidated financial statements include those related to thedetermination of fair value of its Class A Ordinary Shares and Warrants and revenue recognition relating to services rendered but forwhich no claim has yet been reported, among other things. NewGenIvf’s results of operations may be adversely affected if its assumptionschange or if actual circumstances differ from those in its assumptions, which could cause its results of operations to fall below theexpectations of securities analysts and investors, resulting in a decline in the market price of its Class A Ordinary Shares and Warrants.

NewGenIvf is subject to anti-corruption,anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject it to criminal or civil liabilityand harm its business, financial condition and results of operations.

NewGenIvf is subject to theAnti-Money Laundering Act B.E. 2542 (1999) of Thailand, the Act Supplementing the Constitution Relating to the Prevention and Suppressionof Corruption B.E. 2561 (2018) of Thailand, and the Penal Code of Thailand, domestic bribery laws, and other anticorruption and anti-moneylaundering laws in the countries in which it conducts activities. Anti-corruption and anti-bribery laws have been enforced aggressivelyin recent years and are interpreted broadly to generally prohibit companies, their employees and their third-party intermediariesfrom authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or privatesector. If NewGenIvf expands its business and sales and to the public sector, it may engage with business partners and third-party intermediariesto market its services and to obtain for it the necessary permits, licenses, and other regulatory approvals. In addition, NewGenIvf orits third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-ownedor affiliated entities. NewGenIvf can be held liable for the corrupt or other illegal activities of these third-party intermediaries,its employees, representatives, contractors, partners and agents, even if it does not explicitly authorize such activities. Detecting,investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources,and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws couldsubject it to whistleblower complaints, investigations, prosecution, enforcement actions, sanctions, settlements, fines, damages, othercivil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adversemedia coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctionsare imposed, or if NewGenIvf does not prevail in any possible civil or criminal proceeding, its business, financial condition and resultsof operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’sattention and resources and significant defense costs and other professional fees, which could adversely affect its business, financialcondition and results of operations.

For more information aboutour SEC filings, please see “Where You Can Find More Information” and “Incorporation by Reference.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements madeunder “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus constituteforward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”“predicts,” “potential” “intends” or “continue,” or the negative of these terms or othercomparable terminology.

These forward-looking statementsmay include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projectionsof results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development,completion and use of our products, and all statements (other than statements of historical facts) that address activities, events ordevelopments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statementsare not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements onassumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions,expected future developments and other factors they believe to be appropriate.

Important factors that couldcause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statementsinclude, among other things:

These statements are onlycurrent predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’sactual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-lookingstatements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” andelsewhere in this prospectus. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that theexpectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performanceor achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether asa result of new information, future events or otherwise, after the date of this prospectus.

LISTING DETAILS

Our Ordinary Shares currentlytrade on Nasdaq under the symbol “NIVF.” As of the date of this prospectus, our only listed class of securities are our OrdinaryShares. All of our Ordinary Shares, including those to be offered by the Selling Shareholders pursuant to this prospectus, have the samerights and privileges. For more information, see “Description of Share Capital—Ordinary Shares.”

USE OF PROCEEDS

We will not receive any proceedsfrom the sale of the Ordinary Shares by the Selling Shareholders. All net proceeds from the sale of the Ordinary Shares will go to theSelling Shareholders.

DIVIDEND POLICY

We have not declared or paidany cash dividend on our Ordinary Shares as of the date of this prospectus. We currently intend to retain any future earnings and do notexpect to pay any dividends in the near future. Any further determination to pay dividends on our ordinary shares would be at the discretionof our Board of Directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements,general business conditions, and other factors that our Board of Directors may deem relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

The following discussionand analysis of our results of operations and financial condition should be read together with ou consolidated financial statements andthe notes thereto and other financial information, which are included elsewhere in this registration statement. Our financial statementshave been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In addition, our financialstatements and the financial information included in this registration statement reflect our organizational transactions and have beenprepared as if our current corporate structure had been in place throughout the relevant periods. 

This section containsforward-looking statements. These forward-looking statements are subject to various factors, risks and uncertainties that could causeactual results to differ materially from those reflected in these forward-looking statements. Further, as a result of these factors,risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks and uncertainties include, but are not limitedto, those discussed in the section entitled “Business,” “Risk Factors” and elsewhere in this registration statement.Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s beliefs and opinionsas of the date of this registration statement. We are not obligated to publicly update or revise any forward -looking statements, whetheras a result of new information, future events or otherwise. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

NewGenIvf is an assistedreproductive services (“ARS”) provider in Asia Pacific. Since the establishment of its first clinic in Thailand in 2014, ithas established itself as a long-standing ARS provider in the region. NewGenIvf’s mission is to assist couples and individuals acrossAsia Pacific, regardless of fertility challenges that they may face, to fulfil their dreams of building families and to increase theiraccess to fertility treatments. Its strategic presence in Thailand, Cambodia, and Kyrgyzstan positions the company to take advantage ofopportunities across Asia Pacific.

NewGenIvf is still in theearly stage of materializing its long-term objective of building a comprehensive, sophisticated and high-end ARS platform for its clientsand providing personalized solutions based on NewGenIvf’s brands and client-generated services. NewGenIvf plans to offer full fertilityservices for fertility tourists across Asia Pacific, continue to invest in laboratories and facilities updates, increase its brand awarenessand market share, as well as expand service reach through acquisitions and partnerships, which NewGenIvf believes will help expand itsclient base and enhance expertise attraction, and in turn strengthen NewGenIvf’s monetization capabilities.

Key Factors Affecting NewGenIvf’s Results of Operations

NewGenIvf’s resultsof operation are principally affected by the following factors:

Regulatory environment

The ARS market in Asia-Pacificregion is highly regulated. The implementation and enforcement of laws, regulations and government policies in Thailand, Cambodia, Kyrgyzstanand other applicable jurisdictions significantly impact the design, pricing and sale of fertility services and cost of compliance forclinics across Asia Pacific. Medical facilities providing fertility services generally must be filed and registered with the relevantsupervision institutions and such filing and registration must be renewed periodically. Any change in laws, regulations or policies inrelation to such filing or registration could affect NewGenIvf’s ability and plans to launch new services and renew registrationfor existing services. The regulatory framework for medical facilities and services, especially those involving ARS, is, and will continue,evolving. Any changes in the applicable regulatory frameworks in the jurisdictions where NewGenIvf operates may materially affect itsfinancial condition and results of operations.

Growth and competitive landscape of Asia Pacific’s ARSmarket

NewGenIvf’s revenuehas historically been primarily derived from clients in Asia Pacific. As such, NewGenIvf’s financial performance and future growthdepend primarily on the demand for ARS, as well as changes in its competitive landscape, in Asia Pacific. Population growth, infertilityrates, and demand for facility treatments in the region will ultimately determine the demand for NewGenIvf’s services. Accordingto CIC, infertility is increasingly becoming prevalent globally, primarily driven by increasing average age of first birth, as well asvarious lifestyle and environmental factors. Driven by an increased infertility rate and growing demand for children without birth defects,resulting from improving living standards and improved awareness about birth defects and prevention, the global ARS market is expectedto continue to grow. Furthermore, according to CIC, a growing number of governments around the world has granted legal recognition tosame-sex marriages, which brings more desires for having children to form a complete family. According to CIC, because of the fertilityrate and recent government incentive policies, such as the Three-child Policy of China in 2021, the ARS market increased significantlyin Asia Pacific. Leveraging its status as a long-standing ARS provider in Asia Pacific, NewGenIvf expects to continue to be well positionedto capture the expected growth in the demand for ARS in the area.

To date, NewGenIvf holds an exclusive licensegranted by a division of the Genetics and IVF Institute to use MicroSort technology in Thailand and Cambodia, which is a form of pre-conceptiongender selection technology for humans. While NewGenIvf expects to benefit from first-mover advantages for this technology in the tworegions, market entry by potential competitors or faster-than-expected development of potential competitors may affect its market positionand demand for its services and cause downward pricing pressure on its treatments, which may in turn materially and adversely affectits results of operations. Meanwhile, ARS market could also be affected by the macroeconomic environment and geopolitical events. Uncertaintyin the macroeconomic environment, resulting from a range of events and trends, including the rise in global inflation and interest rates,supply chain disruptions, geopolitical pressures, including the unknown impact of current and future trade regulations, changes in Asian-Pacificrelations, fluctuation in foreign exchange rates, and associated global economic conditions may result in volatility in ARS market andNewGenIvf’s operating performance. For example, NewGenIvf derives a substantial portion of its revenue from Chinese clients andas such, its failure to maintain PRC-sourced revenues and access to new and existing clients from the PRC could materially and adverselyaffect its results of operations and competitive position. However, the near-term growth prospects of the PRC economy are unclear dueto the uncertain effects of ongoing economic stress caused by policies to contain the COVID-19 pandemic, trade and national securitypolicies, and the elevated levels of private and public indebtedness, among others. According to the National Statistics Bureau of thePRC, growth rate of China’s GDP for the year 2022 slowed down to 3.0% on a year-on-year basis compared to the growth rate of approximately8.4% for the year 2021. In the second quarter of 2023, China’s GDP grew only 0.8% on a quarter basis, a significant slowdown fromthe 2.2% quarter growth registered in the first quarter of 2023. A prolonged downturn in the PRC economy generally could materially andadversely affect NewGenIvf’s results of operations and there is a significant likelihood that NewGenIvf’s actual resultsover the time periods and under the scenarios covered by the projections would be different. However, China’s GDP in the thirdquarter of 2023 grew 4.9% on a year-on-year basis and grew 1.3% on a quarter-by-quarter basis. NewGenIvf believes that if there is arecovery of the PRC economy, it might increase the demand for NewgenIvf’s services and therefore in turn affect NewGenIvf’sresults of operations.

Fluctuation of costs

NewGenIvf’s costs primarilyinclude clinic costs, cost of goods sold, selling and marketing expenses and general and administrative expenses, details of which areset out below.

NewGenIvf expects its coststructure to evolve as it develops and expands its business. As NewGenIvf continues to develop new services and technologies, NewGenIvfexpects to incur additional costs in relation to its raw materials procurement, production and sales and marketing, among other things.Moreover, to support NewGenIvf’s business growth, it expects to increase its headcount, particularly for its lab and nurse team,and incur higher staff costs as a result.

Ability to maintain trust of clients and reputation in the industry

The success of NewGenIvf’sbusiness will depend to a large extent on its ability to gain broad acceptance of its services from clients. Reputation is crucial inkeeping existing clients and attracting new clients. NewGenIvf’s reputation depends on a number of factors, including for examplethe success, effectiveness, quality and pricing of its services, service offerings of its competitors, the effectiveness of its marketingefforts to drive awareness and the demand for fertility services, which eventually will affect its ability to maintain clients and attractnew clients. Therefore, NewGenIvf’s success will depend to a large extent on its ability to maintain its reputation in the industryand its clients’ trust, which would affect the number of its clients and treatment cycles that will in turn affect its revenues.

NewGenIvf believes that themedical facilities in its network are increasingly recognized among clients, for their service quality, technological expertise and patientexperience. NewGenIvf also hopes to keep its clients by providing discounts in treatment services and via the “success guarantee”program for egg donation services in Cambodia and surrogacy services in Kyrgyzstan, which provides treatments to clients until a successis achieved.

Based on its increasinglyrecognized reputation, NewGenIvf believes that there is substantial opportunity to continue to grow its revenue through attracting newclients. NewGenIvf’s addressable market is couples who want to have children, egg freezing patients, LGBT groups and couples withgenetic abnormalities, particularly those in Asia Pacific. NewGenIvf believes that its current client base represents a small percentageof its total market opportunity. NewGenIvf intends to attract new clients by, among other things, making significant investments in salesand marketing to engage, educate and drive awareness of the unmet need of fertility treatment among its potential clients and by its customer-referencediscounts mechanism. Additionally, NewGenIvf believes that its expanding presence has resulted in a heightened awareness of the need tooffer fertility services and the value it provides to its clients, which it believes will help facilitate its growth. In addition, NewGenIvfis continuously utilizing its established client relationships to evaluate other potential services that could benefit its clients andsimultaneously drive its growth.

International traveling conditions

The revenue from internationalclients is a critical component of NewGenIvf’s revenue. International traveling to Thailand, Cambodia and Kyrgyzstan may be affectedby a number of factors, including local and global political, economic and cultural conditions. Furthermore, an outbreak, or threatenedoutbreak, of any severe contagious disease may also in turn significantly reduce the demand of traveling. For example, the COVID-19 pandemichas had resulted in a number of countries declaring a state of emergency and a number of countries, including the countries in Asian Pacific,imposing extensive travel restrictions. NewGenIvf’s revenue in the year 2021 was significantly adversely affected due to the impactfrom COVID-19 travel restrictions. In addition, a Chinese crime thriller, No More Bets, which has grossed more than $500 millionat the international box office since its August 2023 release and which tells the harrowing story of characters being lured and kidnappedinto a violent scam ring in an unnamed Southeast Asian country after accepting lucrative overseas job offers, and the continuing socialmedia coverage may have brought fears and safety concerns to Chinese tourists of being scammed and kidnapped in Thailand and Cambodia.In addition, in October 2023, a 14-year-old with a gun opened fire in a luxury shopping mall in downtown Bangkok, killing two people andinjuring five in one of Thailand’s most popular tourist destinations. These conditions may cause NewGenIvf difficulty in attractingclients from the PRC to travel to Thailand, Cambodia and Kyrgyzstan for NewGenIvf’s services, which could materially and adverselyaffect NewGenIvf’s operations and financial results.

Given the uncertainty ofthe local and global conditions and the countries’ future policy regarding international traveling, all of which are beyond NewGenIvf’scontrol, NewGenIvf’s results of operation may be materially and adversely affected by any changes in international travelling conditions.

Key Components of Results of Operations

NewGenIvf’s revenueswere derived from two types of services: IVF treatment services and surrogacy and ancillary caring services.

Revenue

The following table setsforth a breakdown of NewGenIvf’s revenue by the types of services, in absolute amounts and as percentages of total revenue, forthe periods indicated.

NewGenIvf generated revenuefrom facilities located in various geographic regions. The following table sets forth a breakdown of NewGenIvf’s revenue based onthe locations where the revenue originated, in absolute amounts and as percentages of total revenue, for the periods indicated.

NewGenIvf’s revenueresults are affected by, among others, changes in sales price and the fluctuation of foreign currency rates with US dollars. A 5% changein sales price would cause 5% change in NewGenIvf’s revenue. Based on the breakdown of the revenue contribution in terms of currenciesused by customers for 2023, a 5% change in foreign currency rates with US dollars would cause approximately 1.3% change in NewGenIvf’srevenue. NewGenIvf’s average sales revenue from IVF treatment services per each IVF Customer (as defined below) was approximately US$14,951 in 2023 and average sales revenue from surrogacy and related ancillary caring services per each Surrogacy Customer was approximatelyUS$10,926 in 2023.

For the year ended December31, 2023, NewGenIvf served 357 customers using IVF treatment services and surrogacy and ancillary caring services, and recorded averagerevenue per such significant customer of approximately US$14,386.

IVF treatment services

NewGenIvfgenerated revenue from IVF treatment services provided at facilities that NewGenIvf operated in Thailand and Cambodia. In addition, NewGenIvfalso recognized revenues from IVF treatments included in surrogacy services performed in Kyrgyzstan. NewGenIvf’s revenue from IVFtreatment service amounted to US$2,819,163 and US$4,021,696,representing approximately 78.3% and 47.4% of its total revenues in 2023 and 2022, respectively. The number of IVF treatment service customers(the “IVF Customers”), which includes surrogacy and ancillary caring service customers who also use IVF treatment services,was approximately 269 in 2023, and the average sales revenue from IVF treatment services per each IVF Customer was approximately US$14,951in 2023. 

IVF treatment involves theperformance of a series of medical treatment and procedures that are not separately distinct and only brings benefits to client when embryois successfully implanted, either in the client or a surrogate mother. Therefore, revenue from IVF treatment is recognized at a pointin time when it is completed in clinic. The completion of this treatment is evidenced by a written IVF report indicating successful embryoimplantation.

Surrogacy and ancillary caring services

NewGenIvf also generated revenue from surrogacy and related ancillarycaring services provided at facilities that NewGenIvf operated in Kyrgyzstan. NewGenIvf’s revenue from surrogacy and ancillary caringservices amounted to US$1,114,457 and US$3,125,027, representing approximately 21.7% and 52.6% of its total revenues in 2023 and 2022,respectively. The decrease in revenue from 2022 to 2023 was primarily attributed to the departure of an agent in mid-2023, which agenthad who introduced us customers for surrogacy and ancillary caring services, thus less income arising from surrogacy and ancillary caringservices was generated. The number of surrogacy and related ancillary caring service customers (the “Surrogacy Customers”)was approximately 102 in 2023 and the average sales revenue from surrogacy and related ancillary caring services per each Surrogacy Customerwas approximately US$10,926 in 2023.

In surrogacy and ancillarycaring services, embryo from intending parents is implanted in the surrogate mother sub-contracted by NewGenIvf. During the pregnancyperiod of the surrogate mother, NewGenIvf provides ancillary caring services including maternity caring services such as regular bodycheck and provision of vitamins, supplements and medicines to surrogate mothers, documentation service, and hotel accommodation services.Revenue from surrogacy and ancillary caring services is recognized at a point in time when the surrogate mother gives birth.

Cost of revenue

The following table setsforth a breakdown of NewGenIvf’s cost of revenue by the nature of the cost, in absolute amounts and as percentages of total costof revenues, for the periods indicated.

Cost of goods sold. Costof goods sold primarily consisted of purchase and direct cost for IVF treatment services and surrogacy and ancillary caring services.NewGenIvf’s cost of goods was mostly recognized during the provision of IVF treatment services.

Clinic costs. Cliniccosts primarily consisted of sub-contracting charges, office supplies and staff salaries and bonus. The largest portion of clinic costswas sub-contracting charges, representing fees paid to agents who recruited surrogate mothers and assisted in the documentation, consultingand medical treatment arrangement throughout treatment procedure. NewGenIvf’s clinic costs of goods were mostly recognized duringthe provision of surrogacy services.

Gross profit and gross margin

The following table setsforth NewGenIvf’s gross profit in absolute amounts and its gross margin as percentages of total revenues, for the periods indicated.

NewGenIvf expects that grossprofit and gross margin will continue to be affected by various factors including the geographic locations where treatments are performed,as well as the pricing with its clients, agent subcontracting charges and the costs of the supplies provided by major pharmaceutical companies,all of which are negotiated separately.

Operating expenses

NewGenIvf’s operatingexpenses consist primarily of selling and marketing expenses and general and administrative expenses. NewGenIvf’s selling and marketingexpenses are primarily social media expenses. NewGenIvf’s general and administrative expenses mainly include depreciation in operatinglease ROU assets, loss on disposal of plant and equipment and staff salaries.

Other income

NewGenIvf’s other incomeconsists primarily of waiver of related party balance.

Interest expense

NewGenIvf’s interestexpense is incurred in relation to its interest-bearing borrowing.

Taxation

Cayman Islands

NewGenIvf is incorporatedin the Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon paymentof dividends to shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Under the two-tiered profitstax rates regime, Hong Kong tax residents are subject to Hong Kong profits tax in respect of profits arising in or derived fromHong Kong at 8.25% for the first HK$2 million of profits of the qualifying group entity, and profits above HK$2 millionwill be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxedat a flat rate of 16.5%.

Accordingly, the Hong Kongprofits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the remaining estimatedassessable profits.

Thailand

The companies incorporatedin Thailand are taxed on worldwide income. A company incorporated outside of Thailand is taxed on its profits arising from or in consequenceof the business carried on in Thailand. The Thailand corporate income tax rate is 20%. A foreign company not carrying on business in Thailandis subject to a final withholding tax on certain types of assessable income (e.g., interest, dividends, royalties, rentals, and servicefees) paid from or in Thailand. The rate of tax is generally 15%, except for dividends, which is 10%, while other rates may apply underthe provisions of a double tax treaty.

Cambodia

The standard rate of corporateincome tax for companies and permanent establishments in Cambodia who are classified as medium and large taxpayers is 20%. For companiesand permanent establishments who are classified as small taxpayers, the corporate income tax rates are progressive rates from 0% to 20%.In view of the annual turnover of the company, which ranges from KHR1 billion to KHR6 billion for service and commercial sectors, thecompany is considered a medium-sized company.

Kyrgyzstan

NewGenIvf is subject to acorporate income tax on its aggregate annual income earned worldwide. Non-resident legal entities carrying out business activities througha permanent establishment in Kyrgyzstan are subject to profit tax on the income attributed to the activities of that permanent establishments.Profit tax is calculated at a rate of 10% of aggregate annual income less allowed deductions.

Results of Operations

Year Ended December 31, 2023 Compared with Year Ended December 31,2022

Revenue

NewGenIvf’s revenuedecreased by approximately 13.6% from US$5,944,190 in 2022 to US$5,136,153 in 2023.

IVF treatment services

NewGenIvf’sIVF treatment service revenue increased by approximately 42.7% from US$2,819,163 in 2022 to US$4,021,696 in 2023. This increase was primarilythe result of our continued expansion of clinics in Thailand which focus on IVF services.

Surrogacy and ancillary caring services

NewGenIvf’ssurrogacy and ancillary caring services revenue decreased by approximately 64.3% from US$3,125,027 in 2022 to US$1,114,457 in 2023. Thisdecrease was primarily the result of temporary caesura of surrogacy business. 

Cost of revenue

NewGenIvf’scost of revenue decreased by approximately 21.6% from US$4,406,421 in 2022 to US$3,454,368in 2023.

Cost of goods sold

NewGenIvf’scost of goods sold increased by approximately 18.3% from US$502,969 in 2022 to US$594,984 in 2023, primarily attributed to the stockingarrangements prepared for 2023 exceed the original estimated demand, due to the local top management reported on board until in the middleof the year, and the procurement strategy was not immediately carried on time, which also caused procurement costs to double year-on-year. 

Clinic costs

NewGenIvf’sclinic costs decreased by approximately 26.7% from US$3,903,452 in 2022 to US$2,859,384 in 2023, primarily due to the relocationarrangement, certain daily operating schedules stopped, resulting in the clinic’s service being temporarily suspended in2023.

Gross profit

NewGenIvf’s gross profitincreased by approximately 9.4% from US$1,537,769 in 2022 to US$1,681,785 in 2023, primarily attributable to a reorganizing of our cooperationmodel with subcontractors and the increased efficiency of our marketing services, resulting in a decrease in unit service costs per customer,directly leading to increases in gross profit margins.

NewGenIvf’s gross marginincreased from 25.9% and 32.7% in 2022 to 2023.

Operating expenses

NewGenIvf’soperating expenses increased by approximately 43.9% from US$1,139,064 in 2022 to US$1,639,543 in 2023, primarily attributable to auditorfees of US$362,149 incurred in 2022 being recognised in 2023 and listing legal and professional fees of US$183,527, other than theseold fees incurred, there is the similar level with last year.

Other income

NewGenIvf’sother income increased from US$23,019 in 2022 to US$111,837 in 2023, primarily attributable to a waiving amount due to director from thecompany which is about US$88,151. 

Interest expense

NewGenIvf’s interestexpense decreased by approximately 40.6%, from US$77,757 in 2022 to US$46,179 in 2023 as a result of less interest expenses on bank andother borrowings in 2023.

Provision for income taxes

NewGenIvf’sprovision for income taxes decreased by approximately 100% from US$208,141 in 2022 to US$Nil in 2023 as a result of no assessable incomegenerated from Thailand, Kyrgyzstan and Cambodia.

Net income

NewGenIvf’s net incomedecreased by approximately 20% from US$135,847 in 2022 to US$108,418 in 2023 as a result of a listing project carried out during in 2023and a relocation of our operating clinic in Thailand, to cause the increase cost and salary of recruiting and training loacl talents.There is an additional auditor fees for the year, which is amounting to US$362,149.

Liquidity and Capital Resources

Cash flows and working capital

NewGenIvf’sprincipal sources of liquidity have been cash flows generated from its business operations. As of December 31, 2023 and 2022, NewGenIvfhad US$54,104 and U$27,556, respectively, in cash and cash equivalents. NewGenIvf had working capital (defined as total current assetsdeducted by total current liabilities) of a surplus of US$79,000 and deficit of US$157,027, respectively, as of December 31, 2023and 2022.

Over the years, certain amountof cash provided by operating activities was distributed to NewGenIvf’s primary shareholders, Mr. Siu, Wing Fung Alfred and Ms.Fong, Hei Yue Tina. As of December 31, 2023, NewGenIvf does not owe any amounts to shareholders. Nevertheless, NewGenIvf is able to generatesufficient cash flow from its business operations to operate and grow its business.

NewGenIvf continually seeksto monetize from positive cash flow contracts and increase revenue from its operating activities. NewGenIvf monitors its current and expectedliquidity requirements to help ensure that it maintains sufficient cash balances to meet its existing and reasonably likely long-termliquidity needs.

NewGenIvf intends to financeits future working capital requirements and capital expenditures from cash generated from operating activities, in addition to funds raisedfrom financing activities. NewGenIvf may, however, require additional cash due to changing business conditions or other future developments,including any investments or acquisitions it may decide to pursue. If its existing cash is insufficient to meet its requirements, NewGenIvfmay seek to issue debt or equity securities or obtain additional credit facilities. Financing may be unavailable in the amounts NewGenIvfneeds or on terms acceptable to it, if at all. Issuance of additional equity securities, including convertible debt securities, woulddilute NewGenIvf’s earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures toservice debt obligations and could result in operating and financial covenants that restrict NewGenIvf’s operations and its abilityto pay dividends to its shareholders. If NewGenIvf is unable to obtain additional equity or debt financing as required, its business operationsand prospects may suffer. Please see “Risk Factors — Risks Relating to NewGenIvf’s Business and Industry —NewGenIvf requires a significant amount of capital to fund its operations and growth. If NewGenIvf cannot obtain sufficient capital onacceptable terms, its business, financial condition, and prospects may be materially and adversely affected.”

The following table presentsNewGenIvf’s selected consolidated cash flow data for the periods indicated.

Operating activities

Net cash used in operatingactivities was US$1,766,135 for the year ended December 31, 2023. The difference between NewGenIvf’s net profit of US$108,418 forthe year ended December 31, 2023 and the net cash used in operating activities was primarily attributable to refund of payment from clientsfrom the contract liabilities and the expenses spent on the legal and professional cost which was capitalized in the book of 2023.

Net cash provided by operatingactivities was US$1,710,901 for the year ended December 31, 2022. The difference between NewGenIvf’s net income of US$135,847for the year ended December 31, 2022 and the net cash provided by operating activities was primarily attributable to (i) adjustmentsfor depreciation and amortization of US$303,944, (ii) changes in contract liabilities of US$548,010 and (iii) changes in directors’remuneration of US$240,000, partially offset by operating lease liabilities of US$175,132.

Investing activities

Net cash used in investingactivities in 2023 was US$69,848, primarily representing purchase of plant and equipment.

Net cash used in investingactivities in 2022 was US$94,452, primarily representing purchase of plant and equipment.

Financing activities

Netcash provided by financing activities in 2023 was US$1,881,493, primarily representing amounts from shareholders.

Net cash used in financingactivities in 2022 was US$1,633,781, primarily representing amounts due from related parties.

Contractual Obligations

The following table setsforth NewGenIvf’s main contractual obligations and commitments as of December 31, 2023.

Off-Balance Sheet Commitments and Arrangements

NewGenIvf has not enteredinto any financial guarantees or other commitments to guarantee the payment obligations of any third parties, nor any derivative contractsthat are indexed to its shares and classified as shareholder’s equity or that are not reflected in its consolidated financial statements.Furthermore, NewGenIvf does not have any retained or contingent interest in assets transferred to an unconsolidated entity that servesas credit, liquidity or market risk support to such entity. NewGenIvf does not have any variable interest in any unconsolidated entitythat provides financing, liquidity, market risk or credit support to it or engages in leasing, hedging or product development serviceswith it.

Holding Company Structure

NewGenIvf Group Limited isa holding company with no material operations of its own. NewGenIvf Group Limited conducts all of its operations through its subsidiaries.As a result, NewGenIvf Group Limited’s ability to pay dividends depends upon dividends paid by its subsidiaries. If our subsidiariesor any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict theirability to pay dividends to the Company.

NewGenIvf Group Limited ispermitted under BVI law to provide funding to its subsidiaries in Hong Kong, Thailand, Cambodia and Kyrgyzstan through loans or capitalcontributions without restrictions on the amount of the funds.

In addition, the Company’ssubsidiaries are currently permitted to pay dividends to the Company in accordance with relevant laws and regulations. Payment of dividendsrequirements in a company incorporated under the laws of Thailand is governed by the Civil and Commercial Code of Thailand. For example,the company may not declare dividends if the company has incurred losses, the company must appropriate to a reserved fund at each dividendcontribution of dividend of at least one-twentieth of the profits until the fund reaches one-tenth of the capital, or the dividends paymentmust be made to the shareholders within one (1) month from the dividend declaration date. On the capital remittance or payment ofdividends to the shareholders from outside of Thailand, it is regulated by the regulations issued by the Bank of Thailand, including theExchange Control Act B.E. 2485 (1942). The fund remittance from Thailand to a foreign jurisdiction may require an approval from the Bankof Thailand or require notifying the Bank of Thailand for such transfer, depending on the types of the remittance transactions, throughthe commercial bank in the country. For a company incorporated under the laws of Kyrgyzstan, under Kyrgyz regulations of dividends (netprofit), the dividends can be paid once a year depending on the results of the financial year of the company.

Quantitative and Qualitative Disclosure about Market Risk

Accounts receivable

In order to minimize thecredit risk, NewGenIvf’s management team monitors and ensures that follow-up action is taken to recover overdue debts. NewGenIvfconsiders the probability of default upon initial recognition of the asset and whether there has been a significant increase in creditrisk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, NewGenIvfcompares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.It considers available reasonable and supportive forwarding-looking information, such as GDP growth rate and nominal GDP per capita. Basedon the impairment assessment performed by NewGenIvf, the directors considered the loss allowance for account receivables as of December 31,2023 and December 31, 2022 is $19 and $26, respectively.

Cashand cash equivalents

NewGenIvf is exposed to concentrationof credit risk on liquid funds which are deposited with several banks with high credit ratings. The credit risk on liquid funds is limitedbecause the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

Deposits and other receivables, amountdue from shareholders and loan to A SPAC I

NewGenIvf assessed the impairmentfor deposits and other receivables, due from shareholders and loan to A SPAC I individually based on internal credit rating and ageingof these debtors which, in the opinion of the directors, have no significant increase in credit risk since initial recognition. Basedon the impairment assessment performed by the Company, the directors consider the loss allowance for deposits and other receivables, duefrom shareholders and loan to A SPAC I as of December 31, 2023 is $14, $17,818 and Nil, respectively. The loss allowance for depositsand other receivables, due from shareholders and loan to A SPAC I as of December 31, 2022 is $141, $17,059 and Nil, respectively.The loss allowance for deposits and other receivables and amount due from shareholders as of December 31, 2021 was $115 and $6,312and Nil, respectively.

Cash flow interest rate risk

NewGenIvf is exposed to cashflow interest rate risk through the changes in interest rates related mainly to its variable-rates bank balances.

NewGenIvf currently doesnot have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directorsmonitor NewGenIvf’s exposures on an ongoing basis and will consider hedging the interest rate should the need arises.

Sensitivity analysis

The sensitivity analysisbelow has been determined by assuming that a change in interest rates had occurred at the end of the reporting period and had been appliedto the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is used when reportinginterest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible changein interest rates.

Ifinterest rates had been 1% higher or lower and all other variables were held constant, NewGenIvf’s post tax loss forthe years ended December 31, 2023 and 2022 would have increased or decreased by approximately US$122 and US$275,respectively.

Foreign currency risk

Foreign currency risk isthe risk that the holding of foreign currency assets will affect NewGenIvf’s financial position as a result of a change in foreigncurrency exchange rates.

NewGenIvf’s monetaryassets and liabilities are mainly denominated in HK$ and THB which are the same as the functional currencies of the relevant group entities.Hence, in the opinion of the directors of NewGenIvf, the currency risk of US$ is considered insignificant. NewGenIvf currently does nothave a foreign currency hedging policy to eliminate currency exposures. However, the directors monitor the related foreign currency exposureclosely and will consider hedging significant foreign currency exposures should the need arise.

Economic and political risks

NewGenIvf’s operationsare mainly conducted in Thailand, Cambodia and Kyrgyzstan. Accordingly, NewGenIvf’s business, financial condition, and results ofoperations may be influenced by changes in the political, economic, and legal environments in Thailand, Cambodia and Kyrgyzstan.

NewGenIvf’s operationsin Thailand, Cambodia and Kyrgyzstan are subject to special considerations and significant risks not typically associated with companiesin North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environmentand foreign currency exchange. NewGenIvf’s results may be adversely affected by changes in the political and social conditions inThailand, Cambodia and Kyrgyzstan, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures,currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Travel restriction risk

International clients contributea large portion of NewGenIvf’s revenue. International clients need to travel to Thailand, Cambodia and Kyrgyzstan for treatmentservices, where NewGenIvf’s operations are mainly conducted.

International traveling toThailand, Cambodia and Kyrgyzstan may be affected by a number of factors, including local and global political and economic conditions.Furthermore, an outbreak, or threatened outbreak, of any severe contagious disease may also in turn significantly reduce the demand oftraveling or cause extensive travel restrictions. NewGenIvf’s results may be materially and adversely affected if travel restrictionwas imposed or difficulties in cross-border flow arose.

Inflation risk

Management of NewGenIvf monitorschanges in prices levels. Historically inflation has not materially impacted NewGenIvf’s consolidated financial statements; however,significant increases in the price of labor that cannot be passed to NewGenIvf’s customers could adversely impact its results ofoperations.

Critical Accounting Policies, Judgments and Estimates

NewGenIvf prepares its financialstatements in conformity with U.S. GAAP, which requires NewGenIvf to make judgments, estimates and assumptions. NewGenIvf continuallyevaluates these estimates and assumptions based on the most recently available information, its historical experience and various otherassumptions that NewGenIvf’s management believes to be reasonable under the circumstances. Since the use of estimates is an integralcomponent of the financial reporting process, actual results could differ from its expectations as a result of changes in NewGenIvf’sestimates. Some of NewGenIvf’s accounting policies require a higher degree of judgment than others in their application and requireNewGenIvf to make significant accounting estimates.

The selection of criticalaccounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported resultsto changes in conditions and assumptions are factors that should be considered when reviewing NewGenIvf’s financial statements.NewGenIvf’s management believes the following accounting policies involve the most significant judgments and estimates used in thepreparation of their financial statements.

Foreign currency translation

NewGenIvf’s consolidatedfinancial statements are presented in United States dollar, which is the reporting currency of NewGenIvf. The functional currencyof NewGenIvf and its subsidiaries, FFPGS (HK) Limited and Well Image Limited, are HK$. Med Holdings and FFC use THB as their functionalcurrencies. First Fertility Phnom Penh Limited uses KHR as its functional currency and First Fertility Bishkek LLC uses USD as its functionalcurrency.

Assets and liabilities denominatedin currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at thebalance sheet date. Translation gains and losses are recognized in the consolidated statements of operations and comprehensive incomeas other comprehensive income or loss.

Transactions in currenciesother than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transactiondate. The cumulative gain or loss from foreign currency transactions is reflected in the consolidated statements of operations and comprehensiveincome as other income (other expenses).

The value of foreign currenciesincluding, the HK$, THB, KHR and RMB, may fluctuate against the United States dollar. Any significant variations of the aforementionedcurrencies relative to the United States dollar may materially affect NewGenIvf’s financial condition in terms of reportingin USD. See “Note 2 — Summary of Significant Accounting Policies” for details.

Revenue recognition

NewGenIvf adopted ASC Topic 606,Revenue from Contracts with Customers, and all subsequent ASUs that modified ASC 606 on April 1, 2017 using the full retrospectivemethod which requires it to present the financial statements for all periods as if Topic 606 had been applied to all prior periods.NewGenIvf derives revenue principally from provision of IVF treatment and surrogacy and ancillary caring services. Revenue from contractswith customers is recognized using the following five steps:

NewGenIvf enters into serviceagreements with its customers that outline the rights, responsibilities, and obligations of each party. The agreements also identify thescope of services, service fees and payment terms. Agreements are acknowledged and signed by both parties. All the contracts have commercialsubstance, and it is probable that NewGenIvf will collect considerations from its customers for service component.

NewGenIvf derives its revenuesfrom two types of services: (1) IVF treatment services, and (2) surrogacy and ancillary caring services.

Revenue from IVF treatment services

IVF treatment is an assistedreproductive technique where eggs and sperm are collected and fertilized in laboratory to become embryo. Fertilized embryo is then implantedin the customer or a surrogate mother. IVF treatment involves the performance of a series of medical treatment and procedures that arenot separately distinct and only brings benefits to customer when embryo is successfully implanted, therefore revenue from IVF treatmentis recognized at a point in time when it is completed in clinic. The completion of this treatment is evidenced by a written IVF reportindicating successful embryo implantation. NewGenIvf collects payment from customer in advance for IVF treatment.

Revenue from surrogacy and ancillary caring services

NewGenIvf provides surrogacyand ancillary caring services solely in Kyrgyzstan. Embryo from blood parents is implanted to surrogate mother contracted by NewGenIvf.During pregnancy period, NewGenIvf provides ancillary caring services including regular body check and provision of vitamins, supplementsand medicines to surrogate mothers. The key performance obligation is identified as a single performance obligation where a baby is born,therefore revenue from surrogacy and ancillary caring services is recognized at a point in time when surrogate mother gives birth. NewGenIvfcollects approximately 40% of contract sum upfront, and remaining contract sum is collected in installments across pregnancy period ofsurrogate mother.

Lease

NewGenIvfadopted ASU 2016-02, “Leases” (Topic 842). Lease terms used to calculate the present value of lease payments generally donot include any options to extend, renew, or terminate the lease, as NewGenIvf does not have reasonable certainty at lease inception thatthese options will be exercised. NewGenIvf generally considers the economic life of its operating lease ROU assets to be comparable tothe useful life of similar owned assets. NewGenIvf has elected the short-term lease exception, therefore operating lease ROU assets andliabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

Asof December 31, 2022, there   were approximately $0.38 millionROU assets and approximately $0.43 million in lease liabilities based on the present value of the future minimum rental payments of leases,respectively. NewGenIvf’s management believes that using an incremental borrowing rate of the Hong Kong Dollar Best Lending Rate(“BLR”) minus 0.125% was the most indicative rate of NewGenIvf’s borrowing cost for the calculation of the present valueof the lease payments; the rate used by NewGenIvf was 5.0%.

Asof December 31, 2023, there were approximately $0.28    millionROU assets and approximately $0.33 million in lease liabilities based on the present value of the future minimum rental payments of leases,respectively. NewGenIvf’s management believes that using an incremental borrowing rate of the Hong Kong Dollar Best Lending Rate(“BLR”) minus 0.125%   was the most indicativerate of NewGenIvf’s borrowing cost for the calculation of the present value of the lease payments; the rate used by NewGenIvf was5.0%.

Financialinstruments  

NewGenIvf’s financialinstruments, including cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities andamounts due from (to) shareholders, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820,“Fair Value Measurements and Disclosures” requires disclosing the fair value of financial instruments held by NewGenIvf. ASCTopic 825, “Financial Instruments” defines fair value and establishes a three-level valuation hierarchy for disclosuresof fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidatedbalance sheets for cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and amountsdue from (to) shareholders each qualify as financial instruments and are a reasonable estimate of their fair values because of the shortperiod between the origination of such instruments and their expected realization and their current market rate of interest. NewGenIvfanalyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilitiesfrom Equity” and ASC 815. See “Note 2 — Summary of Significant Accounting Policies” for details.

Recent accounting pronouncements

InApril 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivativesand Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issuedASU 2019-05, Financial Instruments-Credit Losses (Topic 326) Targeted Transition Relief, which amends Topic 326 to allow the fair valueoption to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December15, 2022. This standard replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expectedcredit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financialasset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assetsmeasured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposuressuch as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expectedto be collected by using an allowance for expected credit losses. The Company already adopted the new standard and the Company recognizesthe full impact of the new standard in these consolidated balance sheets and makes related disclosures.    

SELLING SHAREHOLDERS

The 5,912,281 Ordinary Shares being offered by the Selling Shareholdersare the aggregate of Ordinary Shares previously issued to the Selling Shareholders as a result of various transactions that have occurred,which details are set forth below. We are registering the Ordinary Shares in order to permit the Selling Shareholders to offer the OrdinaryShares for resale from time to time.

Other than the relationshipsdescribed herein, to our knowledge, the Selling Shareholders have not had any material relationship with us within the past three years.

Any Selling Shareholders thatare affiliates of broker-dealers and any participating broker-dealers would be deemed to be “underwriters” within the meaningof the Securities Act, and any commissions or discounts given to any such Selling Shareholders or broker-dealer may be regarded as underwritingcommissions or discounts under the Securities Act. To our knowledge, none of the Selling Shareholders listed below are broker-dealersor affiliates of broker-dealers.

The table below lists theSelling Shareholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the Selling Shareholders.The second column lists the number of Ordinary Shares beneficially owned by each Selling Shareholder, based on its ownership of the OrdinaryShares, as of August 27, 2024.

The fourth column lists theOrdinary Shares being offered by this prospectus by the Selling Shareholders.

Because the number of OrdinaryShares may be adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions, the numberof Ordinary Shares that will actually be sold may be more or less than the number of Ordinary Shares being offered by this prospectus.The fifth and sixth columns assumes the sale of all of the Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus.

As explained below under “Planof Distribution,” we have agreed with the Selling Shareholders to bear certain expenses (other than broker discounts and commissions,if any) in connection with the registration statement, which includes this prospectus. 

The following table sets forth details regarding the offering of certain Selling Shareholders’ Ordinary Shares pursuant to this registration statement.

PLAN OF DISTRIBUTION

We are registering the OrdinaryShares previously issued, to permit the resale of these Ordinary Shares by the holders of these securities from time to time after thedate of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the Ordinary Shares. Unlikean initial public offering, any resale by the Selling Shareholders of the Ordinary Shares is not being underwritten by any investmentbank. We will bear all fees and expenses incident to our obligation to register the Selling Shareholders’ Ordinary Shares.

The Selling Shareholders maysell all or a portion of the Ordinary Shares beneficially owned by them and offered hereby from time to time directly or through one ormore underwriters, broker-dealers or agents. If the Ordinary Shares are sold through underwriters or broker-dealers, the Selling Shareholderswill be responsible for underwriting discounts or commissions or agent’s commissions. The Ordinary Shares may be sold in one ormore transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of saleor at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

If the Selling Shareholdersaffect such transactions by selling Ordinary Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealersor agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholders or commissions frompurchasers of the Ordinary Shares for whom they may act as an agent or to whom they may sell as principal (which discounts, concessionsor commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactionsinvolved).

The Selling Shareholders maypledge or grant a security interest in some or all of the Ordinary Shares owned by them and, if they default in the performance of theirsecured obligations, the pledgees or secured parties may offer and sell the Ordinary Shares from time to time pursuant to this prospectusor any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary,the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as selling stockholders under thisprospectus. The Selling Shareholders also may transfer and donate the Ordinary Shares in other circumstances in which case the transferees,donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The Selling Shareholdersand any broker-dealer participating in the distribution of the shares may be deemed to be “underwriters” within the meaningof the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to beunderwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares is made, a prospectussupplement, if required, will be distributed which will set forth the aggregate amount of Ordinary Shares being offered and the termsof the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constitutingcompensation from the Selling Shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities lawsof some states, the Ordinary Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, insome states, the Ordinary Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemptionfrom registration or qualification is available and is complied with.

There can be no assurancethat any Selling Shareholder will sell any or all of the Ordinary Shares registered pursuant to the registration statement, of which thisprospectus forms a part.

The Selling Shareholders andany other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulationsthereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of anyof the shares by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any personengaged in the distribution of the Ordinary Shares to engage in market-making activities with respect to the shares. All of the foregoingmay affect the marketability of the Ordinary Shares and the ability of any person or entity to engage in market-making activities withrespect to the Ordinary Shares.

We will pay all expenses ofthe registration of the Ordinary Shares, estimated to be $46,741 in total, including, without limitation, SEC filing fees and expensesof compliance with state securities or “blue sky” laws; provided, however, that a Selling Shareholder will pay all underwritingdiscounts and selling commissions if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities underthe Securities Act, or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders againstcivil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by theSelling Shareholders specifically for use in this prospectus, or we may be entitled to contribution.

Once sold under the registrationstatement, of which this prospectus forms a part, the Ordinary Shares will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTIONOF SHARE CAPITAL

Class A and Class B Ordinary Shares

General

The Memorandum andArticles of Association authorize the issuance of a maximum of 100,000,000 Class A Ordinary Shares, 100 Class BOrdinary Shares and 1,000,000 preferred shares with no par value (“Preferred Shares”). As of September4, 2024, we have 10,149,386 shares of Class A Ordinary Shares outstanding, no Class B Ordinary Shares outstanding, and no PreferredShares outstanding. All of our outstanding Class A Ordinary Shares at the time of the closing of this offering, will be, validlyissued, and fully paid. Our Class A Ordinary Shares and Class B Ordinary Shares are not redeemable and are not subject to anypreemptive right.

Dividends.

The holders of our Class AOrdinary Shares and Class B Ordinary Shares are entitled to an equal share, for each share held, in any dividend paid by the Company.

Voting Rights.

Subject to the rights of thePreferred Shares’ holders, in respect of all matters subject to a member’s vote, each Class A Ordinary Share and Class B OrdinaryShare is entitled to one vote at a meeting of the members or on any resolution of members.

Distributions.

The holders of the Class AOrdinary Shares and Class B Ordinary Shares each have a right to an equal share with each other in the distribution of the surplus assetsof the Company on the Company’s liquidation.

Preferred Shares

Subject to applicablelaw and the Memorandum and Articles of Association, the Board of Directors may issue Preferred Shares with such preferred rights asthey shall determine. The rights, privileges, restrictions and conditions attaching to the Preferred Shares shall be stated in theMemorandum and Articles of Association, which shall be amended accordingly prior to the issue of such Preferred Shares.

TAXATION

The following is a generalsummary of the material U.S. federal income tax consequences relevant to an investment in our Ordinary Shares. The discussion is not intendedto be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws andrelevant interpretations thereof as of the date of this annual report, all of which are subject to change or different interpretations,possibly with retroactive effect. The discussion does not address U.S. state or local tax laws. You should consult your own tax advisorswith respect to the consequences of acquisition, ownership and disposition of our Ordinary Shares.

This discussion is basedon provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulingsof the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations orchange, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federalincome tax considerations that may apply to a securityholder of the Company as a result of the ownership and disposition of the CompanySecurities. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particularholders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federalincome tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussiondoes not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federaltaxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state andlocal, or non-U.S. tax laws, or, except as discussed here, any tax reporting obligations of a holder of the Company Securities. Holdersshould consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requestedor will be obtained from the IRS regarding the U.S. federal income tax consequences discussed below; thus, there can be no assurancethat the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment willbe sustained by a court.

This summary is limited toconsiderations relevant to U.S. Holders that hold the Company Securities as “capital assets” within the meaning of section1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxationthat may be important to holders in light of their individual circumstances, including holders subject to special treatment under theU.S. tax laws, such as, for example:

As used in this prospectus,the term “U.S. Holder” means a beneficial owner of the Company Securities, that is, for U.S. federal income taxpurposes: