As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMF-1

REGISTRATIONSTATEMENT

Under

TheSecurities Act of 1933

YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD

(Exact name of Registrant as specified in its charter)

R.489 5 BRAYFORD SQUARE

LONDON ENGLAND UNITED KINGDOM

E1 0SG

(Address, including zip code, and telephonenumber,

including area code, of Registrant’s principalexecutive offices)

HAIFENG HE

Chief Executive Officer

R.489 5 BRAYFORD SQUARE

LONDON ENGLAND UNITED KINGDOM E1 0SG

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

Approximate date of commencement of proposed saleto the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.o

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

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. o

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. o

Indicate by check mark whether the registrant isan emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x

If an emerging growth company that prepares its financialstatements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to said Section 8(a) may determine.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

The information in this preliminary prospectusis not complete and may be changed. We may not sell these securities nor may we accept offers to buy these securities until the registrationstatement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

OrdinaryShares

We are offering1,000,000 ordinary shares. This is the initial public offering of ordinary shares of YIZHIHUI TECHNOLOGY ELDERLY CARE GROUP CO., LTD.The offering price of our ordinary shares in this offering is expected to be $           per share. Prior to this offering, there has been no publicmarket for our ordinary shares.

We have applied to list our ordinary shares onthe Nasdaq Capital Market under the symbol “DYZH”. There is no assurance that such application will be approved, andif our application is not approved, this offering may not be completed.

Investing in our ordinary shares involves ahigh degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our ordinaryshares in “Risk Factors”.

We are an “emerging growth company”as defined under the U.S. federal securities laws and, as such, will be subject to reduced public company reporting requirements for thisprospectus and future filings. See “Prospectus Summary — Emerging Growth Company.” Investing in Yizhihui'scommon stock involves a high degree of risk. See “Risk Factors” commencing on page           .

Neither the Securities and Exchange Commissionnor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.

This Registration Statement may be incompleteor subject to change and has not yet been reviewed by SEC staff. The Company recognizes that it currently lacks the audited financialstatements required for this form type. To remedy this, the Company is actively seeking a PCAOB auditor to conduct an audit of its financialstatements for the relevant periods to be included. Furthermore, the Company is not permitted to sell any securities under this RegistrationStatement until it becomes effective, and no securities have been sold pursuant to this Registration Statement.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

We expect our total cash expenses forthis offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $[●], exclusiveof the above commissions. In addition, we will pay additional items of value in connection with this offering that are viewed by the FinancialIndustry Regulatory Authority, or FINRA, as underwriting compensation. These payments will further reduce proceeds available to us beforeexpenses. See “Underwriting.”

Neither we nor any of the underwriters of this offeringauthorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any freewriting prospectuses we have prepared. Neither we nor any of the underwriters of this offering take responsibility for, nor can provideany assurance regarding the reliability of, any other information that others may provide to you.

This prospectus is an offer to sell only the shares offeredherein, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus iscurrent only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares. This RegistrationStatement is subject to further changes prior to effectiveness. Shares offered under this Registration Statement may not be sold priorto effectiveness.

For investors outside the United States: Neither we norany of the underwriters of this offering have done anything that would permit this offering or possession or distribution of this prospectusin any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States whocome into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the sharesof our ordinary shares and the distribution of this prospectus outside the United States.

Neither the Securities and Exchange Commission nor anystate securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

TABLE OF CONTENTS

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

PROSPECTUS SUMMARY

The following summary is qualified in its entiretyby, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus.In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Sharesdiscussed under “Risk Factors” before deciding whether to buy our Ordinary Shares.

Overview of Our Company

We focus on providing modern smart elderly careplatform research and development and integrated solutions for the elderly care industry, and realize home-based elderly care servicesthrough our smart elderly care response platform system. On this basis, by further optimizing our software platform, deeply integratingcutting-edge means such as the Internet, the Internet of Things, big data, and artificial intelligence, we have established a core softwareand hardware R&D team, and proposed the concept of "mutual assistance in elderly care" to build a mutual assistance elderlycare platform. By integrating elderly care resources, demand factors, third-party service providers, government supervision, elderly peopleliving at home and guardians, we have established a new full-domain mutual assistance elderly care platform for home-based elderly peoplewith dynamic perception, risk perception, intelligent disposal, door-to-door service and service supervision in all time and space, allscenarios, and all periods, so that the elderly can get the best elderly care service guarantee at the lowest elderly care cost.

At the same time, the mutual-aid elderly careresponse platform system is logged in and used through self-developed hardware, computers, tablets, and mobile phones, realizing real-timeintercommunication of platforms, equipment, services, and supervision, real-time data collection, service supervision, service response,and help handling, from the clothing, food, housing, and transportation of the elderly living at home, to emergency assistance for medicaltreatment and rescue, from real-time health data of the elderly living at home, automatic generation of health records, generation ofelderly safety protection codes, to real-time detection of water, smoke, and gas leaks of the elderly living at home and automatic disposal,to active detection of sudden coma and falls of the elderly living at home, or the service recipients access the global mutual-aid elderlycare service response system through the simplest methods such as telephone, voice, and pull ropes to obtain emergency assistance andlife help services, solving the obstacles of elderly care. At the same time, the Yizhihui Mutual-aid Elderly Care Platform opens the supervisionport to government management departments for free, providing digital information support for the whole process control.

Our Mission

Yizhihui Technology adheres to the core conceptof "technological innovation, service innovation, quality innovation, social responsibility, and win-win cooperation" and iscommitted to becoming a benchmark enterprise in the smart elderly care platform industry. We firmly believe that only by continuous innovationcan we remain invincible in the fierce market competition. We are committed to allowing all elderly people to obtain higher elderly caresecurity with the lowest cost, allowing the elderly to enjoy the convenience and benefits of "nursing homes at home", so thatevery elderly person has a 24-hour electronic nanny behind him, so that every elderly person can obtain the highest elderly care serviceguarantee at the lowest elderly care cost, and so that every elderly person living at home can get elderly care services and relief servicesbeyond the traditional nursing homes.

Our goals

1. To be the world's largest home-based elderlycare service and assistance service platform;

2. To be the largest pre-hospital emergency systemservice provider;

3. To be the largest elderly care service platform;

4. To be the most complete home-based elderlycare hardware integrator.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Solutions and Products

Yizhihui Elderly Care creates a truly comprehensiveservice platform for the entire industry chain of smart home-based elderly care, connecting the upstream and downstream industry chains,integrating third-party resources, and introducing a regulatory mechanism to provide 7*24h all-round order-based mutual-aid elderly careservices for the elderly, provide employment and entrepreneurship platforms for young groups, and provide diversified service entitiesfor third-party merchants. The mutual-aid elderly care service response system is logged in and used through self-developed hardware,computers, tablets, and mobile phones to achieve real-time intercommunication between platforms, equipment, services, and supervision,real-time data collection, service supervision, service response, and help-seeking disposal, from the food, clothing, housing, and transportationof home-based elderly care services, to emergency assistance for medical treatment and help-seeking, from instant access to real-timehealth data of home-based elderly care, automatic generation of health records, generation of Yizhihui's first elderly safety protectioncode, to real-time detection of water, smoke, and gas for home-based elderly care and automatic disposal, to active detection of suddencoma and fall of home-based elderly care, or service recipients access the global mutual-aid elderly care service response system in thesimplest way such as telephone, voice, and pull rope.

The elderly care service response platform introducesthird-party service providers to provide more than 300 life services for the elderly in the region, including housekeeping services, medicalcare, bathing assistance, agency services, etc., to meet the diversified needs of the elderly in their elderly care lives. At the sametime, the Yizhihui elderly care platform opens the supervision port to the government management department for free, providing the regionwith: real-time monitoring of institutional elderly care, community elderly care, and home elderly care services, so as to supervise theelderly care in the entire region and provide digital information support for the whole process management and control, from the government'spurchase of services for the bottom line and special groups, matching of service objects to door-to-door services, service processes,and service evaluations. Full-process monitoring and event archiving ensure the authenticity of service purchase and service execution.

Yizhihui's elderly care emergency rescue realizesthe linkage effect of different ways of seeking help, multiple devices, and response platforms, as well as active alarms on the deviceside, alarm prompts on the family side, and alarms on the large screen of the response center. Through Yizhihui's whole-house life presenceperception system, it cross-monitors and evaluates the life presence of the elderly, responds to personnel verification by phone, andrescue personnel verify on-site. After the situation is verified, timely on-site rescue is carried out to obtain golden rescue time forrescue and improve the efficiency of pre-hospital emergency rescue. It is the completion and extension of the pre-hospital emergency rescuesystem, and has built a complete home-based elderly care door-to-door service guarantee system.

Product Technology

Internet of Things Technology:

We connect various smart devices to achieve informationinteraction and collaborative work between devices. Through the Internet of Things technology, the elderly can remotely control the smartdevices at home, and at the same time, their family members and elderly care service agencies can understand the living conditions ofthe elderly in real time.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Artificial Intelligence:

The application of artificial intelligence inthe field of smart elderly care covers many aspects such as health management, life care, emotional companionship, medical assistance,service management and emergency response, providing more comprehensive, convenient and efficient elderly care services for the elderly.

5G communication technology:

With the characteristics of high speed, low latencyand large capacity, it provides more stable and fast network support for the smart elderly care platform. 5G technology can realize functionssuch as high-definition video calls and telemedicine, allowing the elderly to enjoy high-quality medical services at home.

Cloud computing technology:

Provide powerful computing and storage capabilitiesfor the smart elderly care platform to ensure the stable operation of the platform and the security and reliability of data. Elderly careservice agencies can store data in the cloud and access and manage it anytime and anywhere. At the same time, they can also analyze andprocess large amounts of data through cloud computing technology.

Production and quality control process

1. R&D and design

Demand research: Understand the elderly care needsand pain points of the elderly through market research, questionnaires, etc.

System design: Based on the survey results, designa smart elderly care service system, including hardware equipment (such as emergency call devices, safe guard codes, etc.) and softwareplatforms.

Technical research and development: Establisha professional R&D team to carry out software and hardware research and development work to ensure the advancement and practicalityof technology.

2. Production and manufacturing

Supplier selection: Cooperate with high-qualityhardware manufacturers to ensure the quality and performance of production equipment.

Production monitoring: During the production process,implement strict quality monitoring measures to ensure that the products meet the design requirements and quality standards.

Testing and verification: Conduct comprehensivefunctional testing and performance verification of the produced hardware equipment to ensure its stability and reliability.

3. Quality control

Establish a quality management system: Developdetailed quality management processes and standards, covering every link from raw material procurement to finished product delivery.

Quality inspection: Set up a special quality inspectiondepartment to conduct regular or irregular quality inspections on products to ensure the stability and consistency of product quality.

Continuous improvement: According to market feedbackand user needs, continuously optimize and improve products and services to improve user experience and satisfaction.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

2. Sales process

1. Market promotion

Brand promotion: Through a combination of onlineand offline methods, carry out brand promotion and promotion to improve brand awareness and reputation.

Channel expansion: Establish cooperative relationshipswith governments, communities, nursing homes, etc. to expand sales channels and service networks.

Event marketing: Organize various promotionalactivities and experience activities to attract potential customers to pay attention to and experience product services.

2. Customer service

Pre-sales consultation: Provide customers withprofessional pre-sales consulting services, answer customer questions, and help customers choose appropriate products and service solutions.

After-sales service: Establish a complete after-salesservice system to provide customers with timely and professional after-sales service support and solve problems and difficulties encounteredby customers during use.

Customer relationship management: Manage and analyzecustomer information through tools such as CRM systems to improve customer satisfaction and loyalty.

3. Data analysis and optimization

Data collection: Collect various types of datagenerated during the sales process, such as customer information, sales records, market feedback, etc.

Data analysis: Use data analysis tools and methodsto conduct in-depth analysis and mining of collected data to discover market trends and changes in customer needs.

Strategy adjustment: According to the resultsof data analysis, timely adjust sales strategies and marketing plans, optimize product and service quality, and improve market competitiveness.

Core technologies

Yizhihui Elderly Care Platform has a number ofcore technologies, including emergency rescue response technology, life presence perception system, health monitoring and management,life services and convenient interaction, information and intelligent construction technology, and mutual assistance elderly care platform.

1. Emergency rescue responsetechnology

Emergency call system:

The system integrates emergency help buttons,voice, and pull ropes. When the elderly encounter emergencies, they only need to press one button (voice, button, pull rope) to accessemergency contacts and call response centers, implement emergency rescue, and strive for golden rescue time. This rapid response mechanismis crucial to protecting the lives of the elderly.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

2. Life presence perceptionsystem

Through the smart devices installed in the elderly’shomes, cross-monitoring and evaluation analysis can monitor the elderly’s vital signs in real time, such as heart rate, breathing,etc. Once an abnormal situation is detected, the system will automatically alarm and notify relevant personnel to handle it. This technologyprovides additional safety for elderly people who live alone or have difficulty in moving.

3. Health monitoring andmanagement technology

Smart health monitoring equipment:

Including blood pressure monitors, blood glucosemeters, uric acid meters, etc. These devices can be linked with the platform to upload the elderly’s health data in real time. Familymembers and guardians can check the health status of the elderly at any time through the platform so that they can take appropriate measuresin time.

4. Big data analysis andrisk warning

The platform uses big data technology to analyzethe health data of the elderly, predict potential health risks, and issue warnings in advance. This helps the elderly and their familiesto prepare for the response in advance and reduce the risk of accidents.

5. Life service and convenientinteractive technology

Home-based elderly care service call:

Through smart terminals, mini-programs, smartdevices, etc., it not only has emergency call functions, but also integrates life service demand response functions. The elderly can getlife services such as buying groceries, shopping, and door-to-door delivery through smart terminals, mini-programs, phones, etc. withone click (button, voice), which greatly facilitates the lives of the elderly.

Aging-friendly product design:

The platform pays attention to the aging-friendlydesign of the product to ensure that all operations are simple and convenient for the elderly. For example, the layout of the buttonson the pager is reasonable, and the font is clear and easy to read, which makes it convenient for the elderly to quickly find the requiredfunctions.

6. Information and intelligentconstruction technology

Cloud computing and artificial intelligence:

The platform is built on cloud computing and artificialintelligence technology to achieve efficient data processing and intelligent analysis. Through machine learning algorithms, the platformcan continuously optimize service processes and service quality to improve user experience.

Information construction:

The platform has established a complete informationconstruction system, including data collection, storage, transmission and application. This helps to achieve full tracking and supervisionof elderly care services and ensure service quality and safety.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

7. Mutual assistance elderlycare and resource sharing technology

Mutual assistance elderly care model:

The platform innovatively proposed the conceptof "mutual assistance elderly care" and encouraged all social forces to participate in elderly care services. By integratingsocial resources and sharing high-quality elderly care service resources, the platform has achieved comprehensive coverage and effectivesupply of elderly care services.

Government supervision port:

The platform has a government supervision port,through which government departments can conduct real-time supervision and management of elderly care services. This helps to ensure thestandardization and transparency of elderly care services and improve service quality and efficiency.

Intellectual Property

Our patents, copyrights, trademarks, trade secrets,domain names and other intellectual property are important to our business. We rely on intellectual property laws and contractual arrangementswith our key employees and others to protect our intellectual property rights. Despite these measures, we cannot assure you that we willbe able to prevent unauthorized use of our intellectual property, which would adversely affect our business. We continually review ourresearch and development efforts to assess the existence and patentability of new intellectual property and we intend to pursue additionalintellectual property protection to the extent we believe it would be beneficial and cost-effective.

As of the date of the prospectus, we own 12 registeredsoftware copyrights, 3 registered drawing copyrights, 7 registered trademarks and 4 registered domain names. Our patents and copyrightsare focused on elderly care IT solutions and data processing. Our patents and copyrights are essential to our technology. Our trademarksand domains are critical to our reputation, brand recognition, and marketing activities.

Risk Factors Summary

Risks Related to Our Business

We have grown rapidly in recent years and havelimited experience operating at our current scale of operations. If we are unable to manage our growth effectively, our brand, companyculture and financial results may suffer.

We have limited sources of working capital andwill need substantial additional financing.

We may not be able to prevent others from unauthorizeduse of our intellectual property, which could harm our business and competitive position.

We may not be able to protect and enforce ourtrademarks and trade names, or build name recognition in our markets of interest thereby harming our competitive position.

If we fail to maintain an effective quality control system, ourbusiness could be materially and adversely affected.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Any lack of requisite approvals, licenses or permits applicableto our business operations may harm our business.

If we fail to maintain and enhance our brand,our business, prospects and results of operations may be materially and adversely affected.

If we are unable to maintain, train and buildan effective international sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

Failure to comply with privacy laws and regulationsand failure to adequately protect customer data could harm our business, damage our reputation and result in the loss of customers.

Our strategic investments or acquisitions may be unsuccessful.

We depend upon talented employees, includingour senior management and IT specialists, to grow, operate and improve our business, and if we are unable to retain and motivate our personneland attract new talent, we may not be able to grow effectively.

Employee misconduct is difficult to determine and detect and couldharm our reputation and business.

Natural disasters, pandemics, epidemics, acts of war, terroristattacks and other events could materially and adversely affect our business.

Under the strong supervision of the government,our business may be controlled.

Risks Related to the Offering and Our OrdinaryShares

The initial public offering price of our OrdinaryShares may not be indicative of the market price of our Ordinary Shares after this offering. In addition, an active, liquid and orderlytrading market for our Ordinary Shares may not develop or be maintained, and our share price may be volatile.

There may not be an active, liquid trading marketfor our Ordinary Shares.

Because we do not expect to pay dividends in theforeseeable future after this offering, you must rely on a price appreciation of the Ordinary Shares for a return on your investment.

A sale or perceived sale of a substantial numberof our Ordinary Shares may cause the price of our Ordinary Shares to decline.

There can be no assurance that we will not bea passive foreign investment company (“PFIC”) for United States federal income tax purposes for any taxable year, which couldsubject United States holders of our Ordinary Shares to significant adverse United States federal income tax consequences.

For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosureabout our executive compensation, that apply to other public companies.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

If we fail to establish and maintain proper internalfinancial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

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

If we cannot satisfy, or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market, although we exempt from certain corporate governance standardsapplicable to US issuers as a Foreign Private Issuer, our securities may not be listed or may be delisted, which could negatively impactthe price of our securities and your ability to sell them.

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

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

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

Implications of Being an Emerging Growth Company

Implications of Our Being an “Emerging Growth Company”

On September 9, 2022, the SEC adopted inflationadjustments mandated by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, an “emerginggrowth company” will lose its emerging growth company status on the last day of the fiscal year in which it has $1.235 billion ormore in total. As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growthcompany” as defined in the JOBS Act. “An “emerging growth company” may take advantage of reduced reporting requirementsthat are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

●     may present only two years ofaudited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Resultsof Operations;

●     are not required to provide adetailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit withour principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

●     are not required to obtain anattestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuantto the Sarbanes-Oxley Act of 2002;

●     are not required to obtain a non-bindingadvisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,”“say-on frequency” and “say-on-golden-parachute” votes);

●     are exempt from certain executive compensationdisclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

●     are eligible to claim longer phase-inperiods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

●     will not be required to conduct anevaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness ofour initial public offering.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

We intend to take advantage of all of these reducedreporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standardsunder §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements tothose of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107of the JOBS Act.

Under the JOBS Act, we may take advantage of theabove-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. TheJOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifthanniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933,as amended (the “Securities Act”) occurred, if we have more than $1.235 billion in annual revenue, have more than $700 millionin market value of our Class A Ordinary Share held by non-affiliates, or issue more than $1 billion in principal amount of non-convertibledebt over a three-year period.

Foreign Private Issuer Status

We are a foreign private issuer within the meaningof the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certainprovisions applicable to United States domestic public companies. For example:

●     we are not required to provide as manyExchange Act reports, or as frequently, as a domestic public company;

●     for interim reporting, we arepermitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

●     we are not required to providethe same level of disclosure on certain issues, such as executive compensation;

●     we are exempt from provisionsof Regulation FD aimed at preventing issuers from making selective disclosures of material information;

●     we are not required to complywith the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registeredunder the Exchange Act; and

●     we are not required to complywith Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishinginsider liability for profits realized from any “short-swing” trading transaction.

Implications of Being a Controlled Company

Controlled companies are exempt from the majorityof independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring that the boardof a listed company consist of a majority of independent directors within one year of the listing date.

Public Companies that qualify as a “ControlledCompany” with securities listed on the Nasdaq Stock Market (Nasdaq), must comply with the exchange’s continued listing standardsto maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governancerequirements may lose their listing status. Under the Nasdaq rules, a “controlled company” is a company with more than 50%of its voting power held by a single person, entity or group. Under Nasdaq rules, a controlled company is exempt from certain corporategovernance requirements including:

●     the requirement that a majority ofthe board of directors consist of independent directors;

●     the requirement that a listed companyhave a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’spurpose and responsibilities;

●     the requirement that a listed companyhave a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’spurpose and responsibilities; and

●     the requirement for an annual performanceevaluation of the nominating and governance committee and compensation committee.

Controlled companies must still comply with theexchange’s other corporate governance standards. These include having an audit committee and the special meetings of independentor non-management directors.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Offerings

Below is a summary of the terms of the offering:

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

RISK FACTORS

An investment in our Ordinary Shares involvesa high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below,together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussionand Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If anyof these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adverselyaffected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment.The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently knownto us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares ifyou can bear the risk of loss of your entire investment.

Risks Related to Our Business

We have grown rapidly in recent years and havelimited experience operating at our current scale of operations. If we are unable to manage our growth effectively, our brand, companyculture and financial results may suffer.

We have grown rapidly in the past year and ourrecent growth rates and financial results should not be considered indicators of our future performance. In order to effectively manageand leverage our growth, we must continue to expand our sales and marketing, focus on innovative product and website development, andupgrade our management information systems. Our continued growth has in the past and may in the future strain our existing resources andwe may experience ongoing operational difficulties in managing our operations in numerous jurisdictions, including difficulties in recruiting,training and managing a dispersed and growing employee base. Failure to expand and maintain our company culture through growth may harmour future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate goals.

The industry is evolving rapidly and may not evolveas we expect. Even if our net sales continue to grow, our net sales growth rate may decline in the future due to a variety of factors,including macroeconomic factors, changes in supply and supply chain, changes in consumer preferences, increased competition and the maturationof our business. Accordingly, you should not rely on our net sales growth rates for any prior period as an indicator of our future performance.Our overall growth in net sales will depend on many factors, including our ability to:

1) price our products and services effectivelyso that we can attract new customers and expand our relationships with existing customers.

2) accurately forecast our netsales and plan our operating expenses.

3) compete successfully withother companies that are or may be entering our competitive market in the future and respond to developments in those competitors, suchas pricing changes and the introduction of new products and services.

4) Complying with existing andnew laws and regulations that apply to our business.

5) Successfully expanding intoexisting markets and entering new markets, including new geographic areas and categories.

6) The successful introductionof new products and enhancements to our products and services and their features, including in response to new trends or competitive dynamicsor customer needs or preferences.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

7) Successfully identifyingand acquiring or investing in businesses, products or technologies that we believe will complement or expand our business.

8) Avoiding disruptions or interruptionsin the distribution of our products and services.

9) Providing quality supportto our customers that meets their needs.

10) Hiring, integrating andretaining talented sales, customer service and other personnel.

11) Effectively managing thegrowth of our business, personnel and operations, including the opening of new showrooms.

12) Effectively managing thecosts associated with our business and operations.

13) Maintaining and enhancingour reputation and brand value.Because of our limited history of operating our business at our current scale, it is difficult to assess our current operations and futureprospects, including our ability to plan for and model future growth. Our limited operating experience at this scale, combined with therapidly evolving nature of the markets in which we sell our products and services, the significant uncertainty about how these marketswill develop and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenues. Failureto effectively manage our future growth could adversely affect our business, financial condition and results of operations.

We have limited sources of working capital andwill need substantial additional financing.

The working capital required to implement our businessstrategy will most likely be provided by funds obtained through offerings of our equity, debt, debt-linked securities, and/or equity-linkedsecurities, and revenues generated by us. No assurance can be given that we will have revenues sufficient to sustain our operations orthat we would be able to obtain equity/debt financing in the current economic environment. If we do not have sufficient working capitaland are unable to generate sufficient revenues or raise additional funds, we may delay the completion of or significantly reduce the scopeof our current business plan; postpone the hiring of new personnel; or, under certain dire financial circumstances, substantially curtailor cease our operations.

We may need to engage in capital-raising transactionsin the near future. Such financing transactions may well cause substantial dilution to our shareholders and could involve the issuanceof securities with rights senior to the outstanding shares. Our ability to complete additional financings is dependent on, among otherthings, the state of the capital markets at the time of any proposed offering, market reception of the Company and the likelihood of thesuccess of its business model and offering terms. There is no assurance that we will be able to obtain any such additional capital throughasset sales, equity or debt financing, or any combination thereof, on satisfactory terms or at all. Additionally, no assurance can begiven that any such financing, if obtained, will be adequate to meet our capital needs and to support our operations. If we do not obtainadequate capital on a timely basis and on satisfactory terms, our revenues and operations and the value of our Ordinary Shares and OrdinaryShare equivalents would be materially negatively impacted and we may cease our operations.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

We may not be able to prevent others from unauthorizeduse of our intellectual property, which could harm our business and competitive position.

We rely on a wide portfolio of intellectual propertyto operate our businesses and we may not be able to effectively protect these intellectual property and proprietary rights against infringement,misappropriation or other violation, or efforts to safeguard our intellectual property may be costly.

We rely on a combination of trademark, copyrightand trade secret protection laws in the U.S., the Cayman and other jurisdictions, as well as confidentiality procedures and contractualprovisions, to protect our intellectual property rights. We enter into confidentiality agreements with our employees and any third partieswho may access our proprietary information, and we rigorously control access to our technology and information. However, we cannot guaranteethat we have entered into confidentiality agreements with each party that may have or have had access to our trade secrets or proprietaryinformation. Such agreements may be breached by counterparties, who may disclose our proprietary information, including our trade secrets,or claim ownership in intellectual property that we believe is owned by us, and there may not be adequate remedies available to us forany such breach. In addition, we do not enter into intellectual property assignment agreements in the ordinary course and rely on theintellectual property rights we obtain from our employees by operation of law. The intellectual property rights we obtain by operationof law may not extend to all intellectual property rights developed by our employees and contractors and individuals not subject to inventionassignment agreements may make adverse ownership claims to our current and future intellectual property rights. We therefore may not possessownership rights in all intellectual property rights that we regard as our own or that are necessary for the conduct of our business.

Intellectual property protection may not be sufficientin the regions in which we operate. Our trademarks or other intellectual property rights may be challenged by others through administrativeprocess or litigation, and our pending trademark applications may not be allowed. In addition, policing any unauthorized use of our intellectualproperty is difficult, time-consuming and costly, and the steps we have taken may be inadequate to prevent the misappropriation of ourintellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could resultin substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in suchlitigation and some courts in the U.S. and certain foreign jurisdictions are less willing or unwilling to protect trade secrets. Furthermore,it is often difficult to maintain and enforce intellectual property rights in the England. Statutory laws and regulations in the Caymanare subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutoryinterpretation. Confidentiality and non-compete agreements may be breached by counterparties, and there may not be adequate remedies availableto us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or the intellectualproperties licensed from third parties, or to enforce our contractual rights in the Cayman and other jurisdictions we operate.

In addition, our trade secrets may be leaked orotherwise become available to, or be independently discovered by, our competitors. If any of our trade secrets were to be lawfully obtainedor independently developed by a competitor or other third parties, we would have no right to prevent them from using that technology orinformation to compete with us. Any failure in protecting or enforcing our intellectual property rights could have a material adverseeffect on our business, financial condition and results of operations.

We may not be able to protect and enforce ourtrademarks and trade names, or build name recognition in our markets of interest thereby harming our competitive position.

The registered or unregistered trademarks or tradenames that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive ofother marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition.In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks,thereby impeding our ability to build brand identity and possibly leading to market confusion. If they succeed in registering or developingcommon law rights in such trademarks, and if we are not successful in challenging such rights, we may not be able to use these trademarksto develop brand recognition of our technologies, products or services. In addition, there could be potential trade name or trademarkinfringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregisteredtrademarks or trade names. Further, we may in the future enter into agreements with owners of such third-party trade names or trademarksto avoid potential trademark litigation which may limit our ability to use our trade names or trademarks in certain fields of business.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

If we fail to maintain an effective quality control system, ourbusiness could be materially and adversely affected.

We place great emphasis on product quality andadhere to stringent quality control measures and have obtained quality control certifications for our products. To meet our customers’requirements and expectations for the quality and safety of our products, we have adopted a stringent quality control system to ensurethat every step of the production process is strictly monitored and managed. Failure to maintain an effective quality control system orto obtain or renew our quality standards certifications may result in a decrease in demand for our products or cancellation or loss ofpurchase orders from our customers. Moreover, our reputation could be impaired. As a result, our business and results of operations couldbe materially and adversely affected.

Any lack of requisite approvals, licenses or permits applicableto our business operations may harm our business.

We may not be able to obtain all the licensesand approvals that may be deemed necessary to operate our business. Because we operate in multiple jurisdictions, the relevant laws andregulations, as well as their interpretations, could be different from the U.S. This can make it difficult to know which licenses andapprovals are necessary, or the processes for obtaining them. For these same reasons, we also cannot be certain that we will be able tomaintain the licenses and approvals that we have previously obtained, or that once they expire we will be able to renew them. We cannotbe sure that our interpretations of the rules and their exemptions have always been or will be consistent with those of the local regulators.

As we expand our businesses, we may be requiredto obtain new licenses and will be subject to additional laws and regulations in the markets we plan to operate in. If we fail to obtain,maintain or renew any required licenses or approvals or make any necessary filings or are found to require licenses or approvals thatwe believed were not necessary or we were exempted from obtaining, we may be subject to various penalties, such as confiscation of therevenues or assets that were generated through the unlicensed business activities, imposition of fines, suspension or cancelation of theapplicable license, written reprimands, termination of third-party arrangements, criminal prosecution and the discontinuation or restrictionof our operations. Any such penalties may disrupt our business operations and materially and adversely affect our business, financialcondition and results of operations.

If we fail to maintain and enhance our brand,our business, prospects and results of operations may be materially and adversely affected.

We believe that maintaining and enhancing ourbrand is significantly important to the success of our business. A well-recognized brand is critical to increasing the number of buyersand sellers and the level of their engagement and, in turn, enhancing the attractiveness of our products and services to them. Despiteconducting a number of brand promotion and recognition activities from time to time, we cannot assure you that these activities will besuccessful in the future or that we will be able to achieve the brand promotion effects that we expect. In addition, our competitors mayincrease the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness.If our brand is harmed or we are forced to increase our marketing expenses, our business, prospects, financial condition and results ofoperations could be materially and adversely affected.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

If we are unable to maintain, train and buildan effective international sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

As we grow, we may not be able to secure sales personnelor organizations that are adequate in number or expertise to successfully market and sell our brand and products on a global scale. Wepresently rely on individual independent sales representatives and an in-house sales team to market and sell our products. If we are unableto expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary to commercializeour brand internationally, we will need to contract with third parties to market and sell our brand, which will be an additional expense.If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be able to increase ourrevenue, may generate increased expenses, and may not continue to be profitable.

Failure to comply with privacy laws and regulationsand failure to adequately protect customer data could harm our business, damage our reputation and result in the loss of customers.

Federal and state regulations may govern the collection,use, sharing and security of data that we receive from our customers. In addition, we have and post on our website our own privacy policiesand practices concerning the collection, use and disclosure of customer data. Any failure, or perceived failure, by us to comply withour posted privacy policies or with any data-related consent orders, U.S. Federal Trade Commission requirements or other federal, stateor international privacy-related laws and regulations could result in proceedings or actions against us by governmental entities or others,which could potentially harm our business. Further, failure or perceived failure to comply with our policies or applicable requirementsrelated to the collection, use or security of personal information or other privacy-related matters could damage our reputation and resultin a loss of customers. The regulatory framework for privacy issues is currently evolving and is likely to remain uncertain for the foreseeablefuture.

Our strategic investments or acquisitions may be unsuccessful.

We may acquire other assets, technologies, productsand businesses that are complementary to our existing business or otherwise. We may also enter into strategic partnerships or cooperationagreements with other businesses to expand our marketplace. Negotiating these transactions can be time-consuming, challenging and expensive,and our ability to close these transactions may often be subject to regulatory approvals that are beyond our control. In addition, investmentsand acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, significantamortization expenses related to intangible assets, significant diversion of management attention and exposure to potential unknown liabilitiesof the acquired business. Moreover, the cost of identifying and consummating investments and acquisitions and integrating the acquiredbusinesses into ours may be significant, and the integration of acquired businesses may be disruptive to our existing business operations.Consequently, these transactions, even if undertaken and announced, may not close. For one or more of those transactions, we may issueadditional equity securities that would dilute our shareholders’ ownership interest, use cash that we may need in the future tooperate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur expenses or substantial liabilities,encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures, encounterdifficulties in assimilating acquired operations, encounter diversion of management’s attention to other business concerns, andbecome subject to adverse tax consequences, substantial depreciation, impairment losses, or deferred compensation charges. If our investmentsand acquisitions are not successful, our business, financial condition, results of operations and prospects may be materially and adverselyaffected.

We depend upon talented employees, includingour senior management and IT specialists, to grow, operate and improve our business, and if we are unable to retain and motivate our personneland attract new talent, we may not be able to grow effectively.

Our success depends on our continued ability toidentify, hire, develop, motivate and retain talented employees. Our ability to execute and manage our operations efficiently is dependentupon contributions from all of our employees. Competition for senior management and key IT personnel is intense, and the pool of qualifiedcandidates is relatively limited. From time to time, some of our key personnel may choose to leave our company for various reasons, includingpersonal career development plans or alternative compensation packages. An inability to retain the services of our key personnel or properlymanage the working relationship among our management and employees may expose us to legal or administrative action or adverse publicity,which could adversely affect our reputation, business, prospects, financial condition and results of operations.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Training new employees with no prior relevantexperience could be time consuming and requires a significant amount of resources. We may also need to increase the compensation we payto our employees from time to time in order to retain them. If competition in our industry intensifies, it may be increasingly difficultfor us to hire, motivate and retain highly skilled personnel due to significant market demand. If we fail to attract additional highlyskilled personnel or retain or motivate our existing personnel, we may be unable to pursue growth, and our business, prospects, financialcondition and results of operations could be materially and adversely affected.

Employee misconduct is difficult to determine and detect and couldharm our reputation and business.

We face a risk that may arise out of our employees’lack of knowledge or willful, negligent or involuntary violations of laws, rules and regulations or other misconduct. Misconduct by employeescould involve, among other things, the improper use or disclosure of confidential information (including trade secrets), embezzlementor fraud, any of which could result in regulatory sanctions or fines imposed on us, as well as cause us serious reputational or financialharm. We have experienced fraudulent misconduct by employees in the past, which to date has not caused any material harm to our business.However, any such further misconduct in the future may result in unknown and unmanaged risks and losses. We have internal audit, securityand other procedures in place that are designed to monitor our employees’ conduct. However, despite these controls and proceduresthere can be no assurance that we will discover employee misconduct in a timely and effective manner, if at all. It is not always possibleto guard against employee misconduct and ensure full compliance with our risk management and information policies. The direct and indirectcosts of employee misconduct can be substantial, and our business, prospects, financial condition and results of operations could be materiallyand adversely affected.

Natural disasters, pandemics, epidemics, acts of war, terroristattacks and other events could materially and adversely affect our business.

Severe weather conditions and other natural orman-made disasters, including storms, floods, fires, earthquakes, epidemics, pandemics, conflicts, unrest, or terrorist attacks, may disruptour business and result in decreased revenues. Customers may reduce their demand for logistics services or shipments, or our costs tooperate our business may increase, either of which could have a material adverse effect on us. Any such event affecting one of our majorfacilities could result in a significant interruption in or disruption of our business, financial condition and results of operations.

Under the strong supervision of the government,our business may be controlled.

The Company’s business segments may be subjectto various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation byvarious political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company mayincur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of such securities to significantly decline or be worthless.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Furthermore, it is uncertain when and whetherthe Company will be required to obtain permission from the government to list on U.S. exchanges in the future, and even when such permissionis obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of thelocal government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adverselyaffected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

Risks Related to the Offering and Our OrdinaryShares

The initial public offering price of our OrdinaryShares may not be indicative of the market price of our Ordinary Shares after this offering. In addition, an active, liquid and orderlytrading market for our Ordinary Shares may not develop or be maintained, and our share price may be volatile.

Prior to the completion of this offering, our OrdinaryShares were not traded on any market. Any active, liquid and orderly trading market for our Ordinary Shares may not develop or be maintainedafter this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carryingout investors’ purchase and sale orders. The market price of our Ordinary Shares could vary significantly as a result of a numberof factors, some of which are beyond our control. In the event of a drop in the market price of our Ordinary Shares, you could lose asubstantial part or all of your investment in our Ordinary Shares. The initial public offering price will be determined by us, based onnumerous factors and may not be indicative of the market price of our Ordinary Shares after this offering. Consequently, you may not beable to sell our Ordinary Shares at a price equal to or greater than the price paid by you in this offering.

The following factors could affect our share price:

• our operating and financial performance;

• quarterly variations in the rate of growthof our financial indicators, such as net income per share, net income and revenues;

• the public reaction to our press releases,our other public announcements and our filings with the SEC;

• strategic actions by our competitors;

• changes in revenue or earnings estimates,or changes in recommendations or withdrawal of research coverage, by equity research analysts;

• speculation in the press or investment community;

• the failure of research analysts to coverour Ordinary Shares;

• sales of our Ordinary Shares by us or othershareholders, or the perception that such sales may occur;

• changes in accounting principles, policies,guidance, interpretations or standards;

• additions or departures of key managementpersonnel;

• actions by our shareholders;

• domestic and international economic, legaland regulatory factors unrelated to our performance; and

• the realization of any risks described underthis “Risk Factors” section.

The stock markets in general have experienced extremevolatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adverselyaffect the trading price of our Ordinary Shares. Securities class action litigation has often been instituted against companies followingperiods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted againstus, could result in very substantial costs, diver our management’s attention and resources and harm our business, operating resultsand financial condition.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

There may not be an active, liquid trading marketfor our Ordinary Shares.

Prior to the completion of this offering, there hasbeen no public market for our Ordinary Shares. An active trading market for our Ordinary Shares may not develop or be sustained followingthis offering. You may not be able to sell your shares at the market price, if at all, if trading in our shares is not active. The initialpublic offering price was determined by negotiations between us and our advisors based upon a number of factors. The initial public offeringprice may not be indicative of prices that will prevail in the trading market.

Because we do not expect to pay dividends in theforeseeable future after this offering, you must rely on a price appreciation of the Ordinary Shares for a return on your investment.

We currently intend to retain most, if not all, ofour available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we donot expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the Ordinary Sharesas a source for any future dividend income.

A sale or perceived sale of a substantial numberof our Ordinary Shares may cause the price of our Ordinary Shares to decline.

If our shareholders sell substantial amounts of ourOrdinary Shares in the public market, the market price of our Ordinary Shares could fall. Moreover, the perceived risk of this potentialdilution could cause shareholders to attempt to sell their shares and investors to short our Ordinary Shares. These sales also make itmore difficult for us to sell equity-related securities in the future at a time and price that we deem reasonable or appropriate.

There can be no assurance that we will not bea passive foreign investment company (“PFIC”) for United States federal income tax purposes for any taxable year, which couldsubject United States holders of our Ordinary Shares to significant adverse United States federal income tax consequences.

A non-United States corporation will be a passiveforeign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (i) at least 75% ofits gross income for such taxable year is passive income or (ii) at least 50% of the value of its assets (based on average of the quarterlyvalues of the assets) during such year is attributable to assets that that produce or are held for the production of passive income. Basedon the current and anticipated value of our assets and the composition of our income assets, we do not expect to be a PFIC for UnitedStates federal income tax purposes for our current taxable year ended December 31, 2021 or in the foreseeable future. However, the determinationof whether or not we are a PFIC according to the PFIC rules is made on an annual basis and depend on the composition of our income andassets and the value of our assets from time to time. Therefore, changes in the composition of our income or assets or value of our assetsmay cause us to become a PFIC. The determination of the value of our assets (including goodwill not reflected on our balance sheet) maybe based, in part, on the quarterly market value of Ordinary Shares, which is subject to change and may be volatile.

The classification of certain of our income as activeor passive, and certain of our assets as producing active or passive income, and hence whether we are or will become a PFIC, depends onthe interpretation of certain United States Treasury Regulations as well as certain IRS guidance relating to the classification of assetsas producing active or passive income. Such regulations guidance is potentially subject to different interpretations. If due to differentinterpretations of such regulations and guidance the percentage of our passive income or the percentage of our assets treated as producingpassive income increases, we may be a PFIC in one of more taxable years.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

If we are a PFIC for any taxable year during whicha United States person holds Ordinary Shares, certain adverse United States federal income tax consequences could apply to such UnitedStates person.

For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosureabout our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company”under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies,we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment ofthe effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii)comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s reportin which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii)provide certain disclosure regarding executive compensation required of larger public companies, or (iv) hold nonbinding advisory voteson executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner ifwe have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares heldby non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptionsavailable to emerging growth companies, you will receive less information about our executive compensation and internal control over financialreporting than issuers that are not emerging growth companies. If some investors find our Ordinary Shares to be less attractive as a result,there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

If we fail to establish and maintain proper internalfinancial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act,we will be required to file a report by our management on our internal control over financial reporting, including an attention reporton internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain anemerging growth company, we will not be required to include an attestation report on internal control over financial reporting issuedby our independent registered public accounting firm. The presence of material weakness in internal control over financial reporting couldresult in financial statement errors, which, in turn, could lead to error our financial reports and/or delays in our financial reporting,which could require us to restate our operating results. We might not identify one or more material weaknesses in our internal controlsin connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. In order to maintain and improve the effectivenessof our disclosure controls and procedures and internal controls over financial reporting. We will need to expend significant resourcesand provide significant management oversight. Implementing any appropriate changes to our internal controls may require specific compliancetraining of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significantperiod of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effectivein maintaining the adequacy of our internal control.

If we are unable to conclude that we have effectiveinternal controls over financial reporting, investors may lose confidence in our operating results, the price of the Ordinary Shares coulddecline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirementsof Section 404 of the Sarbanes-Oxley Act, the Ordinary Shares may not be able to remain listed on the exchange.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

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

Nasdaq Listing Rule 5101 provides Nasdaq withbroad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to denyinitial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspendor delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listingof the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteriafor initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to applyadditional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that hasnot been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”), an auditor that PCAOB cannotinspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’saudit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’slisted securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, andthere would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficientnexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management.Our public offering will be relatively small, and our company’s insiders will hold a large portion of the company’s listedsecurities. Nasdaq might apply the additional and more stringent criteria for our initial and continued listing, which might cause delayor even denial of our listing application.

If we cannot satisfy, or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market, although we exempt from certain corporate governance standardsapplicable to US issuers as a Foreign Private Issuer, our securities may not be listed or may be delisted, which could negatively impactthe price of our securities and your ability to sell them.

We will seek to have our securities approved forlisting on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initiallisting requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securitieswill continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order tomaintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, includingthose regarding minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. Even if we initiallymeet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy theserequirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securitiescould be subject to delisting.

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

●     limited availability for market quotationsfor our securities;

●     reduced liquidity with respect to oursecurities;

●     a determination that our Ordinary Shareis a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possiblyresult in a reduced level of trading activity in the secondary trading market for our Ordinary Share;

●     limited amount of news and analyst coverage;and

●     a decreased ability to issue additionalsecurities or obtain additional financing in the future.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

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

The public offering price for our ordinary shareswill be determined through negotiations between the underwriters and us and may vary from the market price of our ordinary shares followingour public offering. If you purchase our ordinary shares in our public offering, you may not be able to resell those shares at or abovethe public offering price. We cannot assure you that the public offering price of our ordinary shares, or the market price following ourpublic offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time priorto our public offering. The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of whichare beyond our control, including:

●     actual or anticipated fluctuations inour revenue and other operating results;

●     the financial projections we may provideto the public, any changes in these projections or our failure to meet these projections;

●     actions of securities analysts who initiateor maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet theseestimates or the expectations of investors;

●     announcements by us or our competitorsof significant services or features, technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments;

●     price and volume fluctuations in the overallstock market, including as a result of trends in the economy as a whole;

●     lawsuits threatened or filed against us;and

●     other events or factors, including thoseresulting from war or incidents of terrorism, or responses to these events.

●     In addition, the stock markets have experiencedextreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.In the past, stockholders have filed securities class action litigation following periods of market volatility. In the event that we wereto become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of managementfrom our business, and adversely affect our business.

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

To the extent (i) we raise more money than requiredfor the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth inthat section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such netproceeds that we will receive from our public offering. Our management will have broad discretion in the application of such net proceeds,including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in away with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financialcondition. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or thatloses value. As of the date of this Prospectus, Management has not determined the types of businesses that the Company will target orthe terms of any potential acquisition.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

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

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

We do not expect to incur materially greater costsas a result of becoming a public company than those incurred by similarly sized U.S. public companies. In the event that we fail to complywith these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in usand the market price of our ordinary shares could decline.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectus contains forward-looking statementsthat involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,”“might,” “will,” “could,” “would,” “should,” “expect,” “intend,”“plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,”“potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminologyintended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other importantfactors that may cause our actual results, levels of activity, performance or achievements to be materially different from the informationexpressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus arebased upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basisfor such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conductedan exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statementsabout:

We caution you that the foregoing list may notcontain all of the forward-looking statements made in this prospectus.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

You should not rely upon forward-looking statementsas predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectationsand projections about future events and trends that we believe may affect our business, financial condition, results of operations andprospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors,including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in avery competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for usto predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannotassure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actualresults, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibilityfor the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectusrelate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statementsmade in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrenceof unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in ourforward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements donot reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe”and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information availableto us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such informationmay be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, orreview of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not tounduly rely upon these statements.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

USE OF PROCEEDS

We estimate that we will receive net proceeds fromthis offering of approximately $           million after deducting estimated underwriting discounts and commissions and the estimated offering expensespayable by us and based upon an assumed initial offering price of $5.00 per ordinary share (excluding any exercise of the underwriters’over-allotment option).

A $           increase (decrease) in the assumed initial publicoffering price of $           per share would increase (decrease) the net proceeds to us from this offering by approximately $           million, after deductingthe estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change tothe number of ordinary share offered by us as set forth on the cover page of this prospectus, provided, however, that in no case wouldwe decrease the initial public offering price to less than $4.00 per share.

The foregoing represents our current intentionsbased upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, willhave some flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditionschange, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceedswe receive from this offering are not imminently used for the above purposes, we intend to invest in short-term, interest-bearing bankdeposits or debt instruments.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

DIVIDEND POLICY

We have never declared or paid any cash dividendson our common stock, and we do not currently intend to pay any cash dividends on our common stock in the foreseeable future.

We currently intend to retain all available fundsand any future earnings to support operations and to finance the growth and development of our business.

Any future determination to pay dividends willbe made at the discretion of our board of directors, subject to applicable laws, and will depend upon, among other factors, our resultsof operations, financial condition, contractual restrictions, and capital requirements.

From time to time, we may also enter into otherloan or credit agreements or similar borrowing arrangements that may further restrict our ability to declare or pay dividends on our commonstock. Our board of directors will have sole discretion in making any future determination to pay dividends, subject to applicable laws,taking into account, among other factors, our results of operations, financial condition, contractual restrictions, and capital requirements.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysisof financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actualresults could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including thoseset forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statementsor the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notesincluded elsewhere in this prospectus.

Overview of Our Company

We focus on providing modern smart elderly careplatform research and development and integrated solutions for the elderly care industry, and realize home-based elderly care servicesthrough our smart elderly care response platform system. On this basis, by further optimizing our software platform, deeply integratingcutting-edge means such as the Internet, the Internet of Things, big data, and artificial intelligence, we have established a core softwareand hardware R&D team, and proposed the concept of "mutual assistance in elderly care" to build a mutual assistance elderlycare platform. By integrating elderly care resources, demand factors, third-party service providers, government supervision, elderly peopleliving at home and guardians, we have established a new full-domain mutual assistance elderly care platform for home-based elderly peoplewith dynamic perception, risk perception, intelligent disposal, door-to-door service and service supervision in all time and space, allscenarios, and all periods, so that the elderly can get the best elderly care service guarantee at the lowest elderly care cost.

At the same time, the mutual-aid elderly careresponse platform system is logged in and used through self-developed hardware, computers, tablets, and mobile phones, realizing real-timeintercommunication of platforms, equipment, services, and supervision, real-time data collection, service supervision, service response,and help handling, from the clothing, food, housing, and transportation of the elderly living at home, to emergency assistance for medicaltreatment and rescue, from real-time health data of the elderly living at home, automatic generation of health records, generation ofelderly safety protection codes, to real-time detection of water, smoke, and gas leaks of the elderly living at home and automatic disposal,to active detection of sudden coma and falls of the elderly living at home, or the service recipients access the global mutual-aid elderlycare service response system through the simplest methods such as telephone, voice, and pull ropes to obtain emergency assistance andlife help services, solving the obstacles of elderly care. At the same time, the Yizhihui Mutual-aid Elderly Care Platform opens the supervisionport to government management departments for free, providing digital information support for the whole process control.

Management's analysis of the company's businesssituation

YIZHIHUI TECHNOLOGY ELDERLY CARE GROUP CO., LTDis a company that focuses on key business areas such as smart elderly care software development, platform development, and artificialintelligence applications. It has a top R&D team and the technical strength of a mutual-aid elderly care management system that integratesself-developed customized hardware and platforms. It has more than 30 intellectual property rights and innovative achievements. With technologicalinnovation as its core competitiveness, as the R&D operator of China's global mutual-aid elderly care platform, it integrates elderlycare resources and elderly care participants through technologies such as the Internet, the Internet of Things, big data, cloud computing,and artificial intelligence. It is committed to empowering elderly care through technology, solving the elderly care service securityproblem for the elderly around the world, and enabling every elderly person to obtain the highest elderly care service security at thelowest elderly care cost.

Smart elderly care has become an important pathto solving the elderly care problem. The number of elderly care populations continues to grow, and elderly care needs continue to diversify.Smart elderly care is gradually being accepted by the elderly and has become a key solution to the elderly care problem.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

1. Market positioning:

Yizhihui Mutual Aid Elderly Care Platform is orientedto the enterprise side, integrating high-quality resources in the elderly care market, elderly care participants, third-party serviceproviders, etc., so that people living at home can get emergency assistance and life services with one click, covering more than 300 lifeservices, meeting diversified needs, achieving service satisfaction for demand groups, and realizing diversified service entities of serviceproviders, providing a platform for entrepreneurs, realizing the co-construction and sharing of the platform, and achieving mutual benefitand win-win results for all parties.

2. Competitive advantages:

Deeply integrating cutting-edge technologies suchas the Internet, the Internet of Things, big data, and artificial intelligence, it pioneered the concept of full-domain mutual aid elderlycare, created the first smart mutual aid elderly care platform in China, integrated elderly care resources and elderly care participants,realized a closed loop of service response, service supervision, and service guarantee, and created a truly comprehensive service platformfor the entire home-based elderly care industry chain. Connecting the upstream and downstream industrial chains, the Yizhihui mutual-aidelderly care platform empowers and integrates third-party resources to provide more service entities for merchants, provide all-roundorder-based mutual-aid elderly care services for the elderly, provide employment and entrepreneurship platforms for young groups, andprovide high-quality, low-cost, intimate, door-to-door, healthy and safe consumption for the elderly. Free installation of emergency assistancedevices, online health detection devices and other types of equipment such as security and life presence sensing are installed on demandto ensure that the elderly at home can get corresponding assistance within 10 minutes with a one-click call in the event of an emergency,and respond without gaps 24 hours a day.

The Yizhihui mutual-aid elderly care emergencyassistance system is an important part of Yizhihui Technology's proprietary technology and service system. From emergency response, assistanceimplementation, and service supervision, the entire process ensures that one-click assistance will arrive in 10 minutes, providing completeemergency assistance services for home-based elderly care. The unique and complete emergency assistance system is the perfection and extensionof the national pre-hospital emergency system, and is a supplement to the 15-minute elderly care life service circle, truly realizingthe provision of home-based elderly care service guarantees.

3. Platform model innovation

Compared with traditional smart elderly care,it drives multi-party participation in elderly care, achieves mutual benefit and win-win results for multi-party participation by optimizingresource allocation, and has strong market competitiveness. Compared with other elderly care platforms, it provides free supervision portsfor government agencies to supervise and provides digital monitoring and analysis of the entire process.

4. Risks and challenges

With the acceleration of technological changes,the company invests in R&D funds to maintain the advancement and competitiveness of technology. At the same time, data security andtechnical failures are also potential risks. Once data is leaked or the system is paralyzed, it will have a serious impact on the company.With the continuous expansion of the elderly care market and fierce competition in the industry, the company needs to continuously improveits core competitiveness to cope with the competitive pressure from its peers. The government's support and supervision of the elderlycare industry are constantly changing. Pay close attention to policy trends, adjust business strategies in a timely manner, and adaptto policy requirements.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

INDUSTRY

The following discussion contains projectionsfor future growth, including, but not limited to, compound annual growth rate projections. Any projections of future growth used or calculatedwithin this section may or may not occur; if occurred, any projections of future growth may or may not occur at the projected rates.

We believe that the sources of such informationare appropriate, and we have taken reasonable care in extracting and reproducing such information. We have no reason to believe that suchinformation is false or misleading in any material respect or that any fact has been omitted that would render such information falseor misleading in any material respect. However, neither we nor any other party involved in this offering has independently verified suchinformation, and neither we nor any other party involved in this offering makes any representation as to the accuracy or completenessof such information. Therefore, investors are cautioned not to place any undue reliance on the information, including statistics and estimates,set forth in this section or similar information included elsewhere in this prospectus.

Overview of the Elderly Care Service Industry

Elderly Care Service Industry Upstream:

Technology Research and Development:

Internet of Things Technology: Internetof Things is an important technical foundation for smart elderly care, which realizes real-time monitoring and data collection of theliving status of the elderly through sensors, smart devices, etc. For example, smart bracelets and smart watches can monitor the elderly'sheart rate, blood pressure and other health indicators; smart home devices such as smart door locks and smart lights can improve the convenienceand safety of the elderly's life.

Cloud computing technology: Cloud computingprovides powerful data storage and computing capabilities for smart elderly care platforms, and supports large-scale data processing andanalysis. The elderly care platform can upload the collected data to the cloud for storage, analysis and processing to provide users withpersonalized services and suggestions.

Artificial Intelligence Technology: ArtificialIntelligence is increasingly used in smart elderly care, such as smart voice assistants can help the elderly with daily operations andinformation inquiries; image recognition technology can be used for safety monitoring and behavior analysis of the elderly; machine learningalgorithms can predict disease risks based on the elderly's health data and provide early warnings.

Big Data Technology: Big data analysiscan help the elderly care platform understand the needs and behavior patterns of the elderly and optimize service content and quality.By analyzing a large number of elderly people's health data, living habits data, etc., the platform can discover potential health problemsand formulate personalized elderly care service plans.

Hardware equipment production:

Wearable devices: including smart bracelets,smart watches, smart glasses, etc. These devices can monitor the physiological indicators of the elderly in real time, such as heart rate,blood pressure, blood sugar, etc., and transmit the data to the elderly care platform.

Smart home devices: such as smart speakers,smart lights, smart door locks, smart air conditioners, etc. These devices can facilitate the lives of the elderly and improve the safetyand comfort of the home through voice control and remote control.

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Registration No. 333-[•]

Health monitoring equipment: includingblood pressure monitors, blood glucose meters, electrocardiographs, etc. These devices can help the elderly monitor their own health athome and transmit data to the elderly care platform, which is convenient for doctors to conduct remote diagnosis and treatment.

Emergency rescue equipment: such as one-buttonalarms, smoke alarms, gas leak alarms, etc. These devices can issue alarms in time when the elderly encounter emergencies, notify familymembers or elderly care platforms, and ensure the safety of the elderly.

Elderly Care Service Industry:

Platform construction and operation:

Platform software development: Developsoftware systems for smart elderly care service platforms, including user management, health monitoring, service scheduling, data analysisand other functional modules. The platform needs to have a good user experience and ease of use, so that it is convenient for the elderlyand their families to use.

Data collection and integration: collectthe elderly's health data, life data, etc. through IoT devices, wearable devices, etc., and integrate these data into the platform. Theplatform needs to clean, analyze and process the data to provide users with personalized services and suggestions.

Service provision and management: providevarious elderly care services according to the needs and health status of the elderly, such as home care, housekeeping services, healthconsultation, telemedicine, etc. The platform needs to manage and supervise the services to ensure the quality and safety of the services.

Cooperation and expansion: establish cooperativerelationships with medical institutions, community service centers, elderly care institutions, etc., and expand the scope and contentof services. The platform can cooperate with medical institutions to carry out telemedicine services; cooperate with community servicecenters to provide day care, cultural entertainment and other services; cooperate with elderly care institutions to provide professionalelderly care services.

Elderly Care Service Industry Downstream:

Application scenarios:

Home-based elderly care: provide home-basedelderly care services such as home-based care, housekeeping services, and health monitoring for the elderly. Through IoT devices and smartelderly care service platforms, the elderly can enjoy professional elderly care services at home, improving their quality of life andsense of security.

Community elderly care: Establish elderlycare service sites in the community to provide day care, cultural entertainment, rehabilitation care and other services. Community elderlycare services are closely integrated with the smart elderly care service platform to achieve resource sharing and service collaboration.

Institutional elderly care: Cooperate withnursing homes, nursing homes and other institutions to provide professional elderly care services for the elderly. Institutional elderlycare services are managed in an information-based manner through the smart elderly care service platform to improve service efficiencyand quality.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Elderly Care Service Industry User Groups:

Elderly: The main service objects of thesmart elderly care service platform are the elderly, especially the elderly living alone, the elderly living in empty nests, the disabledand demented elderly, etc. The platform can provide personalized elderly care services according to the needs and health status of theelderly to meet the daily life and medical care needs of the elderly.

Family members: Family members are oneof the important users of the smart elderly care service platform. Through the platform, family members can understand the health statusand living conditions of the elderly in real time, make video calls and exchange information with the elderly, etc., which is convenientfor family members to care and take care of the elderly.

Government and social organizations: Governmentsand social organizations are also users of the smart elderly care service platform. The government can use the platform to understandthe distribution of the elderly population, health status, demand for elderly care services and other information, and formulate relevantpolicies and plans; social organizations can use the platform to carry out volunteer services, charity activities, etc. to provide morecare and support for the elderly.

Elderly Care Service Industry Pain Points

1. Poor matching between technology and demand:

Low acceptance among the elderly: Althoughsmart elderly care products continue to emerge, many elderly people have a low acceptance of new technologies and are unwilling or unableto use smart devices. For example, the design of some wearable devices does not fully consider the actual needs and operating habits ofthe elderly, resulting in the elderly not liking to wear them.

Product function and demand misalignment: Smartelderly care products on the market are mostly concentrated in functions such as voice calls for help and motion detection. The productsare highly homogenized and fail to truly meet the core needs of the elderly, such as the accuracy of health monitoring and the timelinessof emergency assistance.

2. Insufficient data integration and sharing:

Serious data island phenomenon: The dataof different elderly care institutions and enterprises are scattered, and there is a lack of unified standards and platforms for integration,which makes it impossible to effectively share and utilize data. This not only affects the efficiency and quality of elderly care services,but also restricts the development of the smart elderly care industry.

Data security risks: As the smart elderlycare platform becomes more dependent on data, data security issues are becoming increasingly prominent. How to protect the personal privacyand data security of the elderly is an important issue that the smart elderly care platform needs to solve.

Imperfect service system: At present, theservice system of the smart elderly care service platform has not been fully established, and there is a lack of unified service standardsand specifications. This leads to uneven service quality and difficulty in meeting the diverse needs of the elderly.

As filed with the Securities and Exchange Commissionon November   , 2024.

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Unclear profit model: The constructionand operation of the smart elderly care service platform requires a large amount of capital investment, but because the profit model isnot clear, many platforms face the problem of profitability difficulties. This makes it difficult for the platform to continue to operateand develop.

3. Insufficient policy support and supervision:

Policy guidance is not clear enough: Althoughthe government has introduced a series of policies to promote the development of the smart elderly care industry, the guiding role ofthe policy is not clear enough in the specific implementation process. For example, policies on the access standards and market supervisionof smart elderly care products need to be further improved.

Insufficient supervision: The smart elderlycare service platform involves important areas such as the health and safety of the elderly, but the current supervision of it is notenough. Some platforms have problems such as false propaganda and substandard service quality, which damage the rights and interests ofthe elderly.

4. Talent shortage and insufficient training:

Lack of professional talents: The developmentof the smart elderly care service platform requires a large number of talents with professional knowledge and skills, but there is currentlya relative shortage of professional talents in this field. In particular, compound talents who understand both elderly care and technologyare even more scarce.

Imperfect training system: The trainingsystem for practitioners of smart elderly care service platforms is not yet perfect, resulting in uneven professional quality and servicelevels of practitioners. This affects the overall service quality and user experience of the platform.

5. Unbalanced regional development:

Obvious urban-rural differences: The developmentof smart elderly care service platforms in urban areas is relatively fast, while smart elderly care services in rural areas are relativelylagging behind. Due to the limitations of economic conditions, infrastructure and other factors, it is difficult for the elderly in ruralareas to enjoy high-quality smart elderly care services.

6. Insufficient capital investment:

High construction cost: The constructionof smart elderly care service platforms requires a lot of capital investment, including the purchase of hardware equipment, software development,personnel training and other expenses. However, due to insufficient capital investment, many platforms cannot achieve large-scale operationand sustainable development.

7. Low social awareness:

Limited public understanding: As an emergingthing, the social awareness of smart elderly care service platforms is not high. Many elderly people and their families have limited understandingof the concept and advantages of smart elderly care, resulting in low trust in smart elderly care services. This affects the promotionand application of smart elderly care service platforms.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Main reasons for consumers to purchase productsand services

1. Consumers of the smart elderly care platformindustry include governments, enterprises, institutions, individuals, non-profit organizations, etc. By introducing smart elderly careplatforms, governments can digitally manage elderly care services and achieve optimal allocation and efficient use of resources. For example,by analyzing the data of the elderly population, the layout of elderly care facilities can be accurately planned; using intelligent monitoringequipment, the living conditions and health information of the elderly can be timely grasped, providing a basis for policy formulationand resource allocation, thereby improving the level of refinement of social governance. Population aging is a major problem facing thecurrent society, and the government has the responsibility and obligation to provide good elderly care services for the elderly. Smartelderly care platforms can help the government expand the coverage of elderly care services, improve service efficiency and quality, andalleviate the social pressure caused by aging. For example, the construction of online platforms can allow more elderly people to enjoyconvenient elderly care services, whether in cities or remote areas. Government support for the development of smart elderly care platformscan drive the development of related industries, such as information technology, health care, and elderly products. This can not onlypromote economic growth, but also create more employment opportunities and achieve dual economic and social benefits.

2. For companies engaged in elderly care services,information technology, health care and other fields, getting involved in the smart elderly care platform industry is an important directionfor expanding business. By cooperating with the smart elderly care platform or independently developing related products and services,enterprises can enter new market areas and increase business diversity and revenue sources. The smart elderly care platform can provideenterprises with intelligent management tools and data analysis functions to help enterprises optimize business processes and improveoperational efficiency. For example, elderly care institutions can use the platform's management system to achieve real-time updates andmanagement of elderly information and improve work efficiency; medical companies can better provide telemedicine services to elderly patientsthrough data sharing on the platform. In the context of increasingly fierce market competition, enterprises need to continue to innovateand enhance their competitiveness. The introduction of technologies and services related to the smart elderly care platform can make enterprisesmore advantageous in the elderly care service market and attract more customers.

3. Various elderly care institutions, medicalinstitutions, community service centers, etc. can cooperate with the smart elderly care platform to obtain advanced technical means andservice models to improve their service quality. For example, the platform's telemedicine function can be used to provide more timelyand professional medical services to the elderly; and smart devices can be used to achieve safety monitoring and health management ofthe elderly. The smart elderly care platform can help institutions optimize the management of human, material, financial and other resourcesand improve the efficiency of resource use. For example, by rationally allocating beds, equipment, and personnel, we can ensure the maximumutilization of resources; at the same time, the data statistics and analysis function of the platform can also provide support for thedecision-making of the institution. The service objects of the institution are mainly the elderly and their families. Through the smartelderly care platform, the institution can establish closer contact and interaction with users. For example, family members can use theplatform to understand the living conditions and health status of the elderly in the institution at any time, communicate and feedbackwith the institution, and enhance the transparency and trust of the service.

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4. The elderly have different personality characteristicsand needs. The smart elderly care platform can provide personalized service solutions according to the specific situation of each elderly.The one-stop service provided by the smart elderly care platform can make the life of the elderly more convenient. For example, the elderlycan make appointments for housekeeping services, maintenance services, shopping, etc. through the platform, and solve various problemsin daily life without going out; the remote control function of smart devices can also help the elderly easily operate home appliances.The elderly have a high demand for health and safety. The smart monitoring equipment of the smart elderly care platform can pay attentionto the physical health status of the elderly in real time, such as heart rate, blood pressure, blood sugar and other indicators, and canissue an alarm and take corresponding measures in time if an abnormality occurs. At the same time, the emergency call function of theplatform can also quickly seek help when the elderly are in danger.

5. Non-profit organizations usually aim to servethe society and help disadvantaged groups. Smart elderly care platforms can help them better achieve public welfare goals. For example,the platform can provide free or low-cost elderly care services to poor elderly people; volunteers can be organized to carry out variouscaring activities for the elderly through the platform. Non-profit organizations have relatively limited resources, and the use of smartelderly care platforms can improve the quality and efficiency of services.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

BUSINESS

Overview of Our Company

We focus on providing modern smart elderly careplatform research and development and integrated solutions for the elderly care industry, and realize home-based elderly care servicesthrough our smart elderly care response platform system. On this basis, by further optimizing our software platform, deeply integratingcutting-edge means such as the Internet, the Internet of Things, big data, and artificial intelligence, we have established a core softwareand hardware R&D team, and proposed the concept of "mutual assistance in elderly care" to build a mutual assistance elderlycare platform. By integrating elderly care resources, demand factors, third-party service providers, government supervision, elderly peopleliving at home and guardians, we have established a new full-domain mutual assistance elderly care platform for home-based elderly peoplewith dynamic perception, risk perception, intelligent disposal, door-to-door service and service supervision in all time and space, allscenarios, and all periods, so that the elderly can get the best elderly care service guarantee at the lowest elderly care cost.

At the same time, the mutual-aid elderly careresponse platform system is logged in and used through self-developed hardware, computers, tablets, and mobile phones, realizing real-timeintercommunication of platforms, equipment, services, and supervision, real-time data collection, service supervision, service response,and help handling, from the clothing, food, housing, and transportation of the elderly living at home, to emergency assistance for medicaltreatment and rescue, from real-time health data of the elderly living at home, automatic generation of health records, generation ofelderly safety protection codes, to real-time detection of water, smoke, and gas leaks of the elderly living at home and automatic disposal,to active detection of sudden coma and falls of the elderly living at home, or the service recipients access the global mutual-aid elderlycare service response system through the simplest methods such as telephone, voice, and pull ropes to obtain emergency assistance andlife help services, solving the obstacles of elderly care. At the same time, the Yizhihui Mutual-aid Elderly Care Platform opens the supervisionport to government management departments for free, providing digital information support for the whole process control.

Our Mission

Yizhihui Technology adheres to the core conceptof "technological innovation, service innovation, quality innovation, social responsibility, and win-win cooperation" and iscommitted to becoming a benchmark enterprise in the smart elderly care platform industry. We firmly believe that only by continuous innovationcan we remain invincible in the fierce market competition. We are committed to allowing all elderly people to obtain higher elderly caresecurity with the lowest cost, allowing the elderly to enjoy the convenience and benefits of "nursing homes at home", so thatevery elderly person has a 24-hour electronic nanny behind him, so that every elderly person can obtain the highest elderly care serviceguarantee at the lowest elderly care cost, and so that every elderly person living at home can get elderly care services and relief servicesbeyond the traditional nursing homes.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Our goals

1. To be the world's largest home-based elderlycare service and assistance service platform;

2. To be the largest pre-hospital emergency systemservice provider;

3. To be the largest elderly care service platform;

4. To be the most complete home-based elderlycare hardware integrator.

Solutions and Products

Yizhihui Elderly Care creates a truly comprehensiveservice platform for the entire industry chain of smart home-based elderly care, connecting the upstream and downstream industry chains,integrating third-party resources, and introducing a regulatory mechanism to provide 7*24h all-round order-based mutual-aid elderly careservices for the elderly, provide employment and entrepreneurship platforms for young groups, and provide diversified service entitiesfor third-party merchants. The mutual-aid elderly care service response system is logged in and used through self-developed hardware,computers, tablets, and mobile phones to achieve real-time intercommunication between platforms, equipment, services, and supervision,real-time data collection, service supervision, service response, and help-seeking disposal, from the food, clothing, housing, and transportationof home-based elderly care services, to emergency assistance for medical treatment and help-seeking, from instant access to real-timehealth data of home-based elderly care, automatic generation of health records, generation of Yizhihui's first elderly safety protectioncode, to real-time detection of water, smoke, and gas for home-based elderly care and automatic disposal, to active detection of suddencoma and fall of home-based elderly care, or service recipients access the global mutual-aid elderly care service response system in thesimplest way such as telephone, voice, and pull rope.

The elderly care service response platform introducesthird-party service providers to provide more than 300 life services for the elderly in the region, including housekeeping services, medicalcare, bathing assistance, agency services, etc., to meet the diversified needs of the elderly in their elderly care lives. At the sametime, the Yizhihui elderly care platform opens the supervision port to the government management department for free, providing the regionwith: real-time monitoring of institutional elderly care, community elderly care, and home elderly care services, so as to supervise theelderly care in the entire region and provide digital information support for the whole process management and control, from the government'spurchase of services for the bottom line and special groups, matching of service objects to door-to-door services, service processes,and service evaluations. Full-process monitoring and event archiving ensure the authenticity of service purchase and service execution.

Yizhihui's elderly care emergency rescue realizesthe linkage effect of different ways of seeking help, multiple devices, and response platforms, as well as active alarms on the deviceside, alarm prompts on the family side, and alarms on the large screen of the response center. Through Yizhihui's whole-house life presenceperception system, it cross-monitors and evaluates the life presence of the elderly, responds to personnel verification by phone, andrescue personnel verify on-site. After the situation is verified, timely on-site rescue is carried out to obtain golden rescue time forrescue and improve the efficiency of pre-hospital emergency rescue. It is the completion and extension of the pre-hospital emergency rescuesystem, and has built a complete home-based elderly care door-to-door service guarantee system.

Product Technology

Internet of Things Technology:

We connect various smart devices to achieve informationinteraction and collaborative work between devices. Through the Internet of Things technology, the elderly can remotely control the smartdevices at home, and at the same time, their family members and elderly care service agencies can understand the living conditions ofthe elderly in real time.

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Artificial Intelligence:

The application of artificial intelligence inthe field of smart elderly care covers many aspects such as health management, life care, emotional companionship, medical assistance,service management and emergency response, providing more comprehensive, convenient and efficient elderly care services for the elderly.

5G communication technology:

With the characteristics of high speed, low latencyand large capacity, it provides more stable and fast network support for the smart elderly care platform. 5G technology can realize functionssuch as high-definition video calls and telemedicine, allowing the elderly to enjoy high-quality medical services at home.

Cloud computing technology:

Provide powerful computing and storage capabilitiesfor the smart elderly care platform to ensure the stable operation of the platform and the security and reliability of data. Elderly careservice agencies can store data in the cloud and access and manage it anytime and anywhere. At the same time, they can also analyze andprocess large amounts of data through cloud computing technology.

Production and quality control process

1. R&D and design

Demand research: Understand the elderly care needsand pain points of the elderly through market research, questionnaires, etc.

System design: Based on the survey results, designa smart elderly care service system, including hardware equipment (such as emergency call devices, safe guard codes, etc.) and softwareplatforms.

Technical research and development: Establisha professional R&D team to carry out software and hardware research and development work to ensure the advancement and practicalityof technology.

2. Production and manufacturing

Supplier selection: Cooperate with high-qualityhardware manufacturers to ensure the quality and performance of production equipment.

Production monitoring: During the production process,implement strict quality monitoring measures to ensure that the products meet the design requirements and quality standards.

Testing and verification: Conduct comprehensivefunctional testing and performance verification of the produced hardware equipment to ensure its stability and reliability.

3. Quality control

Establish a quality management system: Developdetailed quality management processes and standards, covering every link from raw material procurement to finished product delivery.

Quality inspection: Set up a special quality inspectiondepartment to conduct regular or irregular quality inspections on products to ensure the stability and consistency of product quality.

Continuous improvement: According to market feedbackand user needs, continuously optimize and improve products and services to improve user experience and satisfaction.

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2. Sales process

1. Market promotion

Brand promotion: Through a combination of onlineand offline methods, carry out brand promotion and promotion to improve brand awareness and reputation.

Channel expansion: Establish cooperative relationshipswith governments, communities, nursing homes, etc. to expand sales channels and service networks.

Event marketing: Organize various promotionalactivities and experience activities to attract potential customers to pay attention to and experience product services.

2. Customer service

Pre-sales consultation: Provide customers withprofessional pre-sales consulting services, answer customer questions, and help customers choose appropriate products and service solutions.

After-sales service: Establish a complete after-salesservice system to provide customers with timely and professional after-sales service support and solve problems and difficulties encounteredby customers during use.

Customer relationship management: Manage and analyzecustomer information through tools such as CRM systems to improve customer satisfaction and loyalty.

3. Data analysis and optimization

Data collection: Collect various types of datagenerated during the sales process, such as customer information, sales records, market feedback, etc.

Data analysis: Use data analysis tools and methodsto conduct in-depth analysis and mining of collected data to discover market trends and changes in customer needs.

Strategy adjustment: According to the resultsof data analysis, timely adjust sales strategies and marketing plans, optimize product and service quality, and improve market competitiveness.

Core technologies

Yizhihui Elderly Care Platform has a number ofcore technologies, including emergency rescue response technology, life presence perception system, health monitoring and management,life services and convenient interaction, information and intelligent construction technology, and mutual assistance elderly care platform.

Emergency rescue response technology

Emergency call system:

The system integrates emergency help buttons,voice, and pull ropes. When the elderly encounter emergencies, they only need to press one button (voice, button, pull rope) to accessemergency contacts and call response centers, implement emergency rescue, and strive for golden rescue time. This rapid response mechanismis crucial to protecting the lives of the elderly.

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1. Life presence perceptionsystem

Through the smart devices installed in the elderly’shomes, cross-monitoring and evaluation analysis can monitor the elderly’s vital signs in real time, such as heart rate, breathing,etc. Once an abnormal situation is detected, the system will automatically alarm and notify relevant personnel to handle it. This technologyprovides additional safety for elderly people who live alone or have difficulty in moving.

2. Health monitoring andmanagement technology

Smart health monitoring equipment:

Including blood pressure monitors, blood glucosemeters, uric acid meters, etc. These devices can be linked with the platform to upload the elderly’s health data in real time. Familymembers and guardians can check the health status of the elderly at any time through the platform so that they can take appropriate measuresin time.

3. Big data analysis andrisk warning

The platform uses big data technology to analyzethe health data of the elderly, predict potential health risks, and issue warnings in advance. This helps the elderly and their familiesto prepare for the response in advance and reduce the risk of accidents.

4. Life service and convenientinteractive technology

Home-based elderly care service call:

Through smart terminals, mini-programs, smartdevices, etc., it not only has emergency call functions, but also integrates life service demand response functions. The elderly can getlife services such as buying groceries, shopping, and door-to-door delivery through smart terminals, mini-programs, phones, etc. withone click (button, voice), which greatly facilitates the lives of the elderly.

Aging-friendly product design:

The platform pays attention to the aging-friendlydesign of the product to ensure that all operations are simple and convenient for the elderly. For example, the layout of the buttonson the pager is reasonable, and the font is clear and easy to read, which makes it convenient for the elderly to quickly find the requiredfunctions.

5. Information and intelligentconstruction technology

Cloud computing and artificial intelligence:

The platform is built on cloud computing and artificialintelligence technology to achieve efficient data processing and intelligent analysis. Through machine learning algorithms, the platformcan continuously optimize service processes and service quality to improve user experience.

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Information construction:

The platform has established a complete informationconstruction system, including data collection, storage, transmission and application. This helps to achieve full tracking and supervisionof elderly care services and ensure service quality and safety.

6. Mutual assistance elderlycare and resource sharing technology

Mutual assistance elderly care model:

The platform innovatively proposed the conceptof "mutual assistance elderly care" and encouraged all social forces to participate in elderly care services. By integratingsocial resources and sharing high-quality elderly care service resources, the platform has achieved comprehensive coverage and effectivesupply of elderly care services.

Government supervision port:

The platform has a government supervision port,through which government departments can conduct real-time supervision and management of elderly care services. This helps to ensure thestandardization and transparency of elderly care services and improve service quality and efficiency.

Intellectual Property

Our patents, copyrights, trademarks, trade secrets,domain names and other intellectual property are important to our business. We rely on intellectual property laws and contractual arrangementswith our key employees and others to protect our intellectual property rights. Despite these measures, we cannot assure you that we willbe able to prevent unauthorized use of our intellectual property, which would adversely affect our business. We continually review ourresearch and development efforts to assess the existence and patentability of new intellectual property and we intend to pursue additionalintellectual property protection to the extent we believe it would be beneficial and cost-effective.

As of the date of the prospectus, we own 12 registeredsoftware copyrights, 3 registered drawing copyrights, 7 registered trademarks and 4 registered domain names. Our patents and copyrightsare focused on elderly care IT solutions and data processing. Our patents and copyrights are essential to our technology. Our trademarksand domains are critical to our reputation, brand recognition, and marketing activities.

Our Sales

Our Sales Channel

1. Government-enterprise cooperation:

The government improves the efficiency, quality,and supervision of services by purchasing and using smart platforms; Yizhihui Technology opens free ports for government supervision torealize digital supervision of elderly care services, data analysis and processing, etc. At present, Yizhihui Technology has cooperatedwith the governance platform of the Political and Legal Committee of Guizhou Province to achieve technical connection and connection betweenequipment and systems, and provide emergency assistance and safety protection for people living at home.

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2. Online channels:

Official website and mobile application:

Establish professional official website and mobileapplication to display the functions, service content, product advantages and other information of the platform. Users can learn details,consult, purchase services or products through websites and applications. For example, some smart elderly care platforms will provideonline appointment nursing services, health management consultation and other functions, so that the elderly and their families can getservices anytime and anywhere.

Social media marketing:

Use social media platforms for promotion. Publishcontent about smart elderly care services, such as health knowledge popularization, case sharing, preferential activities, etc., to attractusers' attention and interaction. At the same time, actively communicate and exchange with users, respond to users' questions and feedbackin a timely manner, and improve users' awareness and favorability of the brand.

Cooperation with e-commerce platforms:

Open stores on some well-known e-commerce platformsto sell hardware equipment, auxiliary tools and other products related to smart elderly care. Through the traffic and user resources ofe-commerce platforms, expand the sales scope of products and improve brand awareness.

3. Offline channels:

Community promotion:

Cooperate with community streets, go deep intocommunities where the elderly gather, carry out publicity activities, provide free consultation and services, etc. Establish a good cooperativerelationship with the community, promote the smart elderly care service platform to residents through the community, and improve the brand'svisibility and reputation in the community. For example, hold health lectures, health courses, cultural and entertainment activities,etc., so that the elderly can experience the platform's services in person.

Cooperation with medical institutions:

Establish cooperative relationships with medicalinstitutions such as hospitals and clinics to achieve resource sharing and mutual benefit and win-win results. Medical institutions canrecommend smart elderly care service platforms to patients, and the platform can provide follow-up elderly care services for patientsin medical institutions, such as rehabilitation training guidance, telemedicine services, etc.

Participate in industry exhibitions and conferences:

Actively participate in exhibitions, conferencesand other activities in the elderly care service industry, and communicate and cooperate with enterprises, experts and potential customersin the same industry. Show the company's latest products and technologies at the exhibition, expand business channels, and enhance thecompany's visibility and influence.

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4. City partners:

Develop national city partners:

Recruit city partners nationwide to be responsiblefor local market exploration and offline service work. Use its own resources and channel advantages to quickly expand the market.

5. Partnership channels:

Cooperation with elderly care institutions:

Establish cooperative relationships with elderlycare institutions such as nursing homes and community elderly care service centers, and provide institutions with smart elderly care solutions,including smart devices, management platforms, service support, etc. Through cooperation, we can achieve optimal allocation and efficientuse of resources and provide better elderly care services for the elderly.

Cooperation with other related companies:

Establish partnerships with other related companiessuch as insurance companies, real estate companies, and technology companies. For example, cooperate with insurance companies to launchinsurance products for the elderly, cooperate with real estate companies to develop elderly-friendly residential projects, and cooperatewith technology companies to develop smart elderly care technologies and products. Through cooperation, we can expand business areas andimprove the comprehensiveness and competitiveness of services.

6. Customer Service and Support:

Provide high-quality customer service:

Establish a professional customer service teamto provide 7×24 hours of service support. Respond to users' inquiries and questions in a timely manner and provide solutions toensure that users are smooth and satisfied during use.

Set up a customer service hotline or onlinesupport platform:

It is convenient for users to get help and supportat any time. At the same time, collect user feedback and suggestions through the hotline or online platform to continuously improve thequality of products and services.

Regular customer care and return visits:

Regularly send caring emails or text messagesto users to inquire about product usage and feelings. For user feedback and suggestions, timely process and improve them to enhance customersatisfaction and loyalty.

As filed with the Securities and Exchange Commissionon November   , 2024.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regardingour directors and executive officers as of the date of this prospectus.

Haifeng He is the chairman of the boardand CEO of YIZHIHUI TECHNOLOGY ELDERLY CARE GROUP CO., LTD. He holds a master's degree in business administration and is an academic memberof the Advertising Association. Haifeng He is the founder of the Mutual Aid Elderly Care Alliance platform and the founder of home-basedelderly care, and has more than 30 years of corporate management experience.

Chunyan Yang is a director of YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD. In 2014, she served as the business director of the foreign trade company. From 2020 to 2022,she served as the health care director and assistant to the general manager of the elderly care company. In 2023, she participated inthe establishment of Yizhihui Company and served as the company's director and assistant to the general manager, responsible for the company'sadministrative section and assisting the founder in managing the company's daily affairs.

Zhizhen Yan is the director of YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD. She started running a labor service company in 2000 and has invested in hotels and supermarkets.She is one of the company's founding shareholders and participated in the initial R&D and investment of the project.

Tong Wang is the director of YIZHIHUI TECHNOLOGYELDERLY CARE GROUP CO., LTD. He has been engaged in research on the elderly care industry for a long time and participated in the establishmentof Yizhihui Company in 2023.

Family Relationships

None of the directors, director appointees, orexecutive officers has a family relationship as defined in Item 401 of Regulation S-K.

Duties of Directors

Our directors have a duty to act honestly, ingood faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonablyprudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliancewith our memorandum and articles of association, as amended and restated from time to time. In certain limited exception circumstances,a shareholder has the right to seek damages in our name if a duty owed by our directors is breached.

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Our board of directors has all the powers necessaryfor managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, amongothers:

●     convening shareholders’ annualgeneral meetings and reporting its work to shareholders at such meetings;

●     declaring dividends and distributions;

●     appointing officers and determiningthe term of office of officers;

●     exercising the borrowing powers ofour company and mortgaging the property of our company; and

●     approving the transfer of shares ofour company, including the registering of such shares in our share register.

Board of Directors

Our board of directors will consist of five directorsupon the SEC’ s declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part, threeof whom are independent directors within the meaning of Nasdaq Marketplace Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act.

Subject to the Nasdaq rules and disqualificationby the chairman of the relevant board meeting, a director may vote in respect of any contract or proposed contract or transaction notwithstandingthat he may be interested therein provided that the nature of the interest of any director in such contract or transaction shall be disclosedby him or her at or prior to its consideration and any vote on that matter, and if he or she does so his or her vote shall be countedand he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or transaction isconsidered. Our board of directors may exercise all the powers of the company to borrow money, mortgage or charge its undertaking, propertyand uncalled capital, and issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt,liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefitsupon termination of service as a director.

Board Committees

Prior to the completion of this offering, we intendto establish an audit committee, a compensation committee and a nomination and corporate governance committee under our board of directors.We intend to adopt a charter for each of the committees prior to the completion of this offering. Each committee’s members and functionsare described below.

Audit Committee

The audit committee oversees our accounting andfinancial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, amongother things:

•     appointing or removing the independentauditor and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor;

•     setting clear hiring policies for employeesor former employees of the independent auditor;

•     reviewing with the independent auditorany audit problems or difficulties and management’s response;

•     reviewing and approving all related-partytransactions;

•     discussing the annual audited financialstatements with management and the independent auditor;

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•     discussing with management and theindependent auditor major issues regarding accounting principles and financial statement presentations;

•     reviewing analyzes or other writtencommunications prepared by management or the independent auditor relating to significant financial reporting issues and judgments madein connection with the preparation of the financial statements;

•     reviewing with management and the independentauditor the effect of key transactions, related-party transactions and off-balance sheet transactions and structures;

•     reviewing with management and the independentauditor the effect of regulatory and accounting initiatives;

•     reviewing policies with respect torisk assessment and risk management;

•     reviewing our disclosure controls andprocedures and internal control over financial reporting;

•     reviewing reports from the independentauditor regarding all critical accounting policies and practices to be used by our company;

•     establishing procedures for the receipt,retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential,anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•     periodically reviewing and reassessingthe adequacy of our audit committee charter;

•     evaluating the performance, responsibilities,budget and staffing of our internal audit function and reviewing and approving the internal audit plan; and

•     reporting regularly to the board ofdirectors.

Compensation Committee

Our compensation committee assists the board inreviewing and approving the compensation structure, including all forms of compensation, relating to our executive officers. The compensationcommittee is responsible for, among other things:

•     reviewing and approving, or recommendingto the board for its approval, the compensation of our executive officers;

•     reviewing and evaluating our executivecompensation and benefits policies generally;

•     in consultation with our chief executiveofficer, periodically reviewing our management succession planning;

•     reporting to our board of directorsperiodically;

•     evaluating its own performance andreporting to our board of directors on such evaluation;

•     periodically reviewing and assessingthe adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; and

•     selecting compensation consultant,legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nomination and Corporate Governance Committee

The nomination and corporate governance committeeassists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.The nomination and corporate governance committee is responsible for, among other things:

•     identifying and recommending to theboard of directors qualified individuals for membership on the board of directors and its committees;

•     evaluating, at least annually, itsown performance and reporting to the board of directors on such evaluation;

•     leading our board of directors in aself-evaluation to determine whether it and its committees are functioning effectively;

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•     reviewing the evaluations preparedby each board committee of such committee’s performance and considering any recommendations for proposed changes to our board ofdirectors;

•     reviewing and approving compensation(including equity-based compensation) for our directors;

•     overseeing compliance with the corporategovernance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and

•     reviewing and assessing periodicallythe adequacy of its charter and recommending any proposed changes to the board of directors for approval.

Corporate Governance

Our board of directors has adopted a code of businessconducts and ethics, which is applicable to all of our directors, officers, employees and advisors. We will make our code of businessconducts and ethics publicly available on our website. In addition, our board of directors has adopted a set of corporate governance guidelines.The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and committees. The guidelinesare not intended to change or interpret any law, or our memorandum and articles of association, as amended from time to time. The codeof business conducts and ethics and corporate governance guidelines all become effective upon completion of this offering.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements witheach of our executive officers for a specified time period providing that the agreements are terminable for cause at any time. The termsof these agreement are substantially similar to each other. A senior executive officer may terminate his or her employment at any timeby 30-day prior written notice. We may terminate the executive officer’s employment for cause, at any time, without advance noticeor remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moralturpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.

Each executive officer has agreed to hold in strictconfidence and not to use, except for the benefit of our company, any proprietary information, technical data, trade secrets and know-howof our company or the confidential or proprietary information of any third party, including our subsidiaries and our clients, receivedby our company. Each of these executive officers has also agreed to be bound by noncompetition and non-solicitation restrictions duringthe term of his or her employment and typically for two years following the last date of employment.

We expect to enter into indemnification agreementswith our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certainliabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

Foreign Private Issuer Exemption

We are a foreign private issuer within the meaningof the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certainprovisions applicable to United States domestic public companies. For example:

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PRINCIPAL SHAREHOLDERS

Thefollowing table sets forth the beneficial ownership of our common stock (i) as of and (ii) immediately following this offering,as adjusted to reflect the sale of shares of common stock by us, in each case, by the following individuals or groups:

We have determined beneficial ownership in accordancewith the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared votingpower or investment power with respect to those securities, or have the right to acquire such powers within 60 days. Under these rules,more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securitiesas to which such person has no economic interest. In addition, the rules include shares of common stock issuable pursuant to the exerciseof stock options or warrants that are either immediately exercisable or exercisable on or before                 ,2024, which is 60 days after                 , 2024. Theseshares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computingthe percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownershipof any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any otherpurpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unlessotherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all sharesshown as beneficially owned by them, subject to applicable community property laws.

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DESCRIPTION OF CAPITAL STOCK

The following summary is a description of thematerial terms of our capital stock and is not complete. You should also refer to the YIZHIHUI TECHNOLOGY ELDERLY CARE GROUP CO., LTD.Certificate of Incorporation, as amended and Amended and Restated Bylaws, which are included as exhibits to the registration statementof which this prospectus forms a part, and the applicable provisions of the Companies Act of UNITED KINGDOM.

Authorized Capitalization

Our authorized capital stock will consist of 1,000,000,000shares of common stock, par value $0.0001 per share. All of our outstanding shares of common stock are, and the shares of common stockto be issued in this offering will be, fully paid and nonassessable.

Common Stock

Outstanding Shares

As of March 10, 2024, there were 10,000,000 sharesof common stock outstanding, held by 4 stockholders of record.

OurMemorandum and Articles of Association

The following are summaries of the material provisionsof our amended and restated memorandum and articles of association and the Companies Act, insofar as they relate to the material termsof our Ordinary Shares. They do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association,a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in thissection as, respectively, the “memorandum” and the “articles”).

Meetings of Shareholders

The directors may convene a meeting of shareholderswhenever they think necessary or desirable. We must provide notice counting from the date service is deemed to take place, stating theplace, the day and the hour of the general meeting and, in the case of special business, the general nature of that business, to suchpersons who are entitled to receive such notices from the Company. Our board of directors must convene a general meeting upon the writtenrequisition of one or more shareholders entitled to attend and vote at general meeting of the Company holding not less than 10% of thepaid up voting share capital of the Company in respect to the matter for which the meeting is requested.

No business may be transacted at any general meetingunless a quorum is present at the time the meeting proceeds to business. One or more shareholders present in person or by proxy holdingin aggregate at least a majority of the paid up voting share capital of the Company shall be a quorum. If, within half an hour from thetime appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved.In any other case, it shall stand adjourned to the same day in the next week, at the same time and place and if, at the adjourned meeting,a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present and entitled to vote shallbe a quorum. At every meeting, the shareholders present shall choose someone of their number to be the chairman.

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A corporation that is a shareholder shall be deemedfor the purpose of our amended and restated memorandum and articles of association to be present at a general meeting in person if representedby its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf ofthe corporation which he represents as that corporation could exercise if it were our individual shareholder.

Meetings of Directors

The business of our company is managed by thedirectors. Our directors are free to meet at such times and in such manner and places within or outside the United Kingdom as the directorsdetermine to be necessary or desirable. The quorum necessary for the transaction of the business of the directors may be fixed by thedirectors, and unless so fixed, if there be more than two directors shall be two, and if there are two or less Directors shall be one.An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by allof the directors.

Winding Up

If we are wound up and the assets available fordistribution among our shareholders are more than sufficient to repay the whole of the paid up capital at the commencement of the windingup, the excess shall be distributable among those shareholders in proportion to the capital paid up at the commencement of the windingup on the shares held by them respectively. If we are wound up and the assets available for distribution among the shareholders as suchare insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the lossesshall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them,respectively. If we are wound up, the liquidator may with the sanction of a special resolution and any other sanction required by theCompanies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of propertyof the same kind or not), and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and maydetermine how such division shall be carried out as between the shareholders or different classes of shareholders.

The liquidator may also vest the whole or anypart of these assets in trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no shareholder willbe compelled to accept any assets, shares or other securities upon which there is a liability.

Calls on Ordinary Shares and forfeiture ofOrdinary Shares

Our board of directors may from time to time makecalls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least one month priorto the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of OrdinaryShares

We may issue shares on terms that such sharesare subject to redemption, at our option, on such terms and in such manner as may be determined, before the issue of such shares, by ourboard of directors or by an ordinary resolution of our shareholders. The Companies Act and our amended and restated memorandum and articlesof association permits us to purchase our own shares, subject to certain restrictions and requirements. Subject to the Companies Act,our amended and restated memorandum and articles of association and to any applicable requirements imposed from time to time by the Nasdaq,the U.S. Securities and Exchange Commission, or by any other recognized stock exchange on which our securities are listed, we may purchaseour own shares (including any redeemable shares) on such terms and in such manner as been approved by the directors or by an ordinaryresolution of our shareholders. Under the Companies Act, the repurchase of any share may be paid out of our Company’s profits, orout of the share premium account, or out of the proceeds of a fresh issue of shares made for the purpose of such repurchase, or out ofcapital. If the repurchase proceeds are paid out of our Company’s capital, our Company must, immediately following such payment,be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such share maybe repurchased (1) unless it is fully paid up, and (2) if such repurchase would result in there being no shares outstanding other thanshares held as treasury shares. The repurchase of shares may be effected in such manner and upon such terms as may be authorized by orpursuant to the Company’s articles of association. If the articles do not authorize the manner and terms of the purchase, a companyshall not repurchase any of its own shares unless the manner and terms of purchase have first been authorized by a resolution of the company.In addition, under the Companies Act and our amended and restated memorandum and articles of association, our Company may accept the surrenderof any fully paid share for no consideration unless, as a result of the surrender, the surrender would result in there being no sharesoutstanding (other than shares held as treasury shares).

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Variations of Rights of Shares

If at any time, our share capital is divided intodifferent classes of shares, all or any of the rights attached to any class of our shares may (unless otherwise provided by the termsof issue of the shares of that class) be varied with the consent in writing of the holders of two-thirds of the issued shares of thatclass or with the sanction of a resolution passed by at least a two-thirds majority of holders of shares of that class as may be presentin person or by proxy at a separate general meeting of the holders of shares of that class.

Objects of Our Company

Under our post-offering Amended and Restated Memorandumand Articles of Association, the objects of our company are unrestricted, and we are capable of exercising all the functions of a naturalperson of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act.

Ordinary Shares

Our ordinary shares are issued in registered formand are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents ofthe Cayman Islands may freely hold and vote their shares.

Dividends

The holders of our ordinary shares are entitledto such dividends as may be declared by our board of directors. Our post-offering Amended and Restated Memorandum and Articles of Associationprovide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under the laws of the CaymanIslands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividendbe paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary courseof business.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Voting Rights

Voting at any meeting of shareholders is by showof hands unless a poll is demanded. A poll may be demanded by:

●     the chairperson of such meeting;

●     by at least three shareholders presentin person or by proxy for the time being entitled to vote at the meeting;

●     by shareholder(s) present in personor by proxy representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting;and

●     by shareholder(s) present in personor by proxy and holding shares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid upequal to not less than one-tenth of the total sum paid up on all shares conferring that right.

An ordinary resolution to be passed at a meetingby the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting,while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstandingordinary shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes toour post-offering Amended and Restated Memorandum and Articles of Association, a reduction of our share capital and the winding up ofour company. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.

General Meetings of Shareholders

Our post-offering Amended and Restated Memorandumand Articles of Association provide that we shall, if required by the Companies Act, in each year hold a general meeting as its annualgeneral meeting, and shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at suchtime and place as may be determined by our directors. General meetings, including annual general meetings, may be held at such times andin any location in the world as may be determined by the Board. A general meeting or any class meeting may also be held by means of suchtelephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with eachother, and participation in such a meeting constitutes presence at such meeting.

Shareholders’ general meetings may be convenedby the chairperson of our board of directors or by a majority of our board of directors. Advance notice of at least ten clear days isrequired for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders.A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, two shareholdersholding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to issued and outstandingshares in our company entitled to vote at such general meeting.

The Companies Act does not provide shareholderswith any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be providedin a company’s articles of association. Our post-offering Amended and Restated Memorandum and Articles of Association provide thatupon the requisition of any one or more of our shareholders holding shares which carry in aggregate not less than one-third of all votesattaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinarygeneral meeting and put the resolutions so requisitioned to a vote at such meeting. However, our post-offering Amended and Restated Memorandumand Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinarygeneral meetings not called by such shareholders.

Transfer of Ordinary Shares

Subject to the restrictions set out below, anyof our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form orin a form prescribed by Nasdaq or any other form approved by our board of directors. Notwithstanding the foregoing, ordinary shares mayalso be transferred in accordance with the applicable rules and regulations of Nasdaq.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Our board of directors may, in its absolute discretion,decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors mayalso decline to register any transfer of any ordinary share unless:

●     the instrument of transfer is lodgedwith us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directorsmay reasonably require to show the right of the transferor to make the transfer;

●     the instrument of transfer is in respectof only one class of ordinary shares;

●     the instrument of transfer is properlystamped, if required;

●     in the case of a transfer to jointholders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

●     a fee of such maximum sum as the Nasdaqmay determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transferthey shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transfereenotice of such refusal.

The registration of transfers may, after compliancewith any notice required in accordance with the rules of the Nasdaq, be suspended and the register closed at such times and for such periodsas our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspendednor the register closed for more than 30 days in any year as our board may determine.

Liquidation

On the winding up of our company, if the assetsavailable for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencementof the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by themat the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all moniespayable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-upcapital, such the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to thepar value of the shares held by them.

Calls on Shares and Forfeiture of Shares

Our board of directors may from time to time makecalls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specifiedtime and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Shares

We may issue shares on terms that such sharesare subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determinedby our board of directors. Our company may also repurchase any of our shares on such terms and in such manner as have been approved byour board of directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits,share premium or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capitalif our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition,under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchasewould result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may acceptthe surrender of any fully paid share for no consideration.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Variations of Rights of Shares

Whenever the capital of our company is dividedinto different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached toany class, only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meetingof the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred orother rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be variedby the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.

Issuance of Additional Shares

Our post-offering Amended and Restated Memorandumand Articles of Association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directorsshall determine, to the extent of available authorized but unissued shares.

Our post-offering Amended and Restated Memorandumand Articles of Association also authorizes our board of directors to establish from time to time one or more series of preference sharesand to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things:

●     the designation of the series;

●     the number of shares of the series;

●     the dividend rights, dividend rates,conversion rights and voting rights; and

●     the rights and terms of redemptionand liquidation preferences.

Our board of directors may issue preference shareswithout action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute thevoting power of holders of ordinary shares.

Inspection of Books and Records

Holders of our ordinary shares will have no generalright to inspect or obtain copies of our list of shareholders or our corporate records. However, our post-offering Amended and RestatedMemorandum and Articles of Association have provisions that provide our shareholders the right to inspect our register of shareholderswithout charge, and to receive our annual audited financial statements. See “Where You Can Find Additional Information.”

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Anti-Takeover Provisions. Some provisions of ourpost-offering Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change of control of ourcompany or management that shareholders may consider favorable, including provisions that:

●     authorize our board of directors toissue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferenceshares without any further vote or action by our shareholders; and

●     limit the ability of shareholders torequisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directorsmay only exercise the rights and powers granted to them under our post-offering Amended and Restated Memorandum and Articles of Associationfor a proper purpose and for what they believe in good faith to be in the best interests of our company.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our amendedand restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rightson our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownershipthreshold above which shareholder ownership must be disclosed.

Issuance of additional Ordinary Shares

Our amended and restated memorandum and articlesof association authorizes our board of directors to issue additional Ordinary Shares from authorized but unissued shares, to the extentavailable, from time to time as our board of directors shall determine.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will haveOrdinary Shares outstanding assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares.Of that amount, Ordinary Shares will be publicly held by investors participating in this offering, and Ordinary Shares will be held byour existing shareholders, some of whom may be our “affiliates” as that term is defined in Rule 144 under the Securities Act.As defined in Rule 144, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, the issuer. Prior to this offering, there has been no public market forour Ordinary Shares. While we intend to list the Ordinary Shares on the Nasdaq Capital market, we cannot assure you that a regular tradingmarket will develop in our Ordinary Shares.

Future sales of substantial amounts of our OrdinaryShares in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailingfrom time to time. As described below, only a limited number of our Ordinary Shares currently outstanding will be available for sale immediatelyafter this offering due to contractual and legal restrictions on resale. Nevertheless, after these restrictions lapse, future sales ofsubstantial amounts of our ordinary share, including ordinary share issued upon exercise of outstanding options, in the public marketin the United States, or the possibility of such sales, could negatively affect the market price in the United States of our ordinaryshare and our ability to raise equity capital in the future.

All of the ordinary shares sold in the offeringwill be freely transferable by persons other than our “affiliates” in the United States without restriction or further registrationunder the Securities Act. Ordinary shares purchased by one of our “affiliates” may not be resold, except pursuant to an effectiveregistration statement or an exemption from registration, including an exemption under Rule 144 under the Securities Act described below.

The ordinary share held by existing shareholdersare, and any ordinary share issuable upon exercise of options outstanding following the completion of this offering will be, “restrictedsecurities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the UnitedStates only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the SecuritiesAct. These rules are described below.

Lock-Up Agreements

Our directors, executive officers and shareholdershave agreed, subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any optionor contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise disposeof, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequencesof ownership of our Ordinary Shares or such other securities for a period of 6 months after the date of this prospectus, without the priorwritten consent of the presentative. The Company is also prohibited from conducting offerings during this period and from re-pricing orchanging the terms of existing options and warrants. See “Underwriting.”

Rule 144

All of our Ordinary Shares outstanding prior tothis offering are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publiclyin the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemptionfrom the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares forat least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90days after the date of this prospectus, subject to certain additional restrictions.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Our affiliates are subject to additional restrictionsunder Rule 144. Our affiliates may only sell a number of restricted shares within any three-month period that does not exceed the greaterof the following:

●     1% of the then outstanding OrdinaryShares, which will equal approximately Ordinary Shares immediately after this offering; or

●     the average weekly trading volume ofour Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Affiliates who sell restricted securities underRule 144 may not solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availabilityof current public information about us.

Persons who are not our affiliates are only subjectto one of these additional restrictions, the requirement of the availability of current public information about us, and this additionalrestriction does not apply if they have beneficially owned our restricted shares for more than one year.

Rule 701

In general, under Rule 701 of the Securities Actas currently in effect, each of our employees, consultants or advisors who purchases our Ordinary Shares from us in connection with acompensatory stock or option plan or other written agreement relating to compensation is eligible to resell such Ordinary Shares 90 daysafter we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions,including the holding period, contained in Rule 144.

Regulation S provides generally that sales made inoffshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOESNOT COVER ALL MATTERS RELATING TO SHARE TRANSFER RESTRICTIONS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTORSHOULD CONSULT ITS OWN LEGAL ADVISOR REGARDING THE PARTICULAR SECURITIES LAWS AND TRANSFER RESTRICTION CONSEQUENCES OF PURCHASING, HOLDING,AND DISPOSING OF OUR COMMON SHARES OR THE COMMON SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

This section describes the material U.S. federalincome and estate tax consequences of the ownership and disposition of shares of common stock by a non-U.S. holder. You are a non-U.S.holder if you are a beneficial owner of shares of our common stock and you are, for U.S. federal income tax purposes:

This section does not consider the specific factsand circumstances that may be relevant to a particular non-U.S. holder and does not address the Medicare tax on net investment incomeor the treatment of a non-U.S. holder under the laws of any state, local or foreign taxing jurisdiction. In addition, this section addressesonly shares of our common stock that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment).This section is based on the tax laws of the United States, including the Internal Revenue Code (the “Code”), existing andproposed regulations, and administrative and judicial interpretations, all as currently in effect. These laws are subject to change, possiblyon a retroactive basis.

If an entity or arrangement treated as a partnershipfor U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner will generally dependon the status of the partner and the tax treatment of the partnership. A partner in an entity or arrangement treated as a partnershipfor U.S. federal income tax purposes holding our common stock should consult its tax advisors with regard to the U.S. federal income taxtreatment of the ownership and disposition of our common stock.

You should consult a tax advisor regarding theU.S. federal tax consequences of acquiring, holding and disposing of common stock in your particular circumstances, as well as any taxconsequences that may arise under the laws of any state, local or foreign taxing jurisdiction.

Dividends

We currently do not anticipate paying any dividendswith respect to our common stock. However, if we make a distribution of cash or other property (other than certain distributions of ourcommon stock) in respect of our common stock, the distribution generally will be treated as a dividend to the extent of our current oraccumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds ourcurrent and accumulated earnings and profits will generally be treated first as a tax-free return of capital, on a share-by-share basis,to the extent of your tax basis in our common stock (and will reduce your basis in such common stock), and, to the extent such portionexceeds your tax basis in our common stock, the excess will be treated as gain from the taxable disposition of the common stock, the taxtreatment of which is discussed below under “—Gain on Disposition of Common Stock.”

Except as described below, dividends paid to youon common stock are subject to withholding of U.S. federal income tax at a 30% rate or at a lower rate if you are eligible for the benefitsof an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, the withholding agent will generallybe required to withhold at a 30% rate (rather than the lower treaty rate) on dividend payments to you, unless you have furnished to thewithholding agent:

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Except as described below, dividends paid to youon common stock are subject to withholding of U.S. federal income tax at a 30% rate or at a lower rate if you are eligible for the benefitsof an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, the withholding agent will generallybe required to withhold at a 30% rate (rather than the lower treaty rate) on dividend payments to you, unless you have furnished to thewithholding agent:

If you are eligible for a reduced rate of U.S.withholding tax under a tax treaty, you may obtain a refund of any amounts withheld in excess of that rate by filing a refund claim withthe IRS.

If dividends paid to you are “effectivelyconnected” with your conduct of a trade or business within the United States, and, if required by a tax treaty, the dividends areattributable to a permanent establishment that you maintain in the United States, withholding agents are generally not required to withholdtax from the dividends, provided that you have furnished to the withholding agent a valid IRS Form W-8ECI or an acceptable substituteform upon which you certify under penalties of perjury that:

“Effectively connected” dividendsare taxed on a net income basis at rates applicable to U.S. citizens, resident aliens and domestic U.S. corporations.

If you are a corporate non-U.S. holder,“effectively connected” dividends that you receive may also, under certain circumstances, be subject to an additional “branchprofits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lowerrate.

Gain on Disposition of Common Stock

You generally will not be subject to U.S. federalincome tax on gain that you recognize on the sale or other disposition of our common stock unless:

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

If the gain from the disposition of shares ofour common stock is effectively connected with your conduct of a trade or business in the United States (and, if required by a tax treaty,the gain is attributable to a permanent establishment that you maintain in the United States), you will be subject to tax on the net gainderived from the disposition at rates applicable to U.S. citizens, resident aliens and domestic U.S. corporations. If you are a corporate non-U.S. holder,“effectively connected” gains that you recognize may also, under certain circumstances, be subject to an additional “branchprofits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lowerrate. If you are an individual non-U.S. holder described in the second bullet point immediately above, you will be subject to a flat 30%tax (unless an applicable income tax treaty provides otherwise) on the gain derived from the disposition, which may be offset by U.S.source capital losses, even though you are not considered a resident of the United States.

We will be a U.S. real property holding corporationif, on any applicable determination date, the fair market value of our “U.S. real property interests,” as defined in the Codeand applicable U.S. Treasury regulations, equals or exceeds 50% of the aggregate fair market value of our worldwide real property interestsand our other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). Although therecan be no assurance, we believe that we are not currently, and we do not anticipate becoming, a “U.S. real property holding corporation”for U.S. federal income tax purposes. As discussed above, however, even if we are or become a U.S. real property holding corporation,you will not be subject to U.S. federal income tax on any gain that you recognize on the sale or other disposition of our common stockby reason of our status as a U.S. real property holding corporation, provided that (i) our common stock is regularly traded on anestablished securities market (such as The NASDAQ) during the calendar year in which the disposition occurs and (ii) you have notowned or have been deemed to have owned, at any time within the five-year period preceding the disposition or your holding period, whicheverperiod is shorter, more than 5% of our common stock. If, however, you are subject to U.S. federal income tax on any gain that you recognizeon the sale or other disposition of our common stock by reason of our status as a U.S. real property holding corporation (i.e., the requirementsin the proviso in the preceding sentence are not satisfied), such gain would generally be subject to U.S. federal income tax (but notbranch profits tax) in the same manner as “effectively connected” gain discussed above, and a 15% withholding tax may applyto the gross proceeds from such disposition (but not if our common stock is regularly traded on an established securities market).

FATCA Withholding

Pursuant to sections 1471 through 1474 of theCode, commonly known as the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax (“FATCA withholding”)may be imposed on certain payments to you or to certain foreign financial institutions, investment funds and other non-U.S. personsreceiving payments on your behalf if you or such persons fail to comply with certain information reporting requirements. Payments of dividendsthat you receive in respect of our common stock could be affected by this withholding if you are subject to the FATCA information reportingrequirements and fail to comply with them or if you hold our common stock through a non-U.S. person (e.g., a foreign bank orbroker) that fails to comply with these requirements (even if payments to you would not otherwise have been subject to FATCA withholding).You should consult your own tax advisors regarding the relevant U.S. law and other official guidance on FATCA withholding.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Federal Estate Taxes

If you hold our common stock at the time of yourdeath, it will be included in your gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty providesotherwise.

Backup Withholding and Information Reporting

We and other payors are required to report paymentsof dividends on our common stock on IRS Form 1042-S even if the payments are exempt from withholding. You are otherwise generallyexempt from backup withholding and information reporting requirements with respect to dividend payments and the payment of the proceedsfrom the sale of our common stock effected at a U.S. office of a broker provided that either (i) you have furnished a valid IRS Form W-8 orother documentation upon which the payor or broker may rely to treat the payments as made to a non-U.S. person, or (ii) youotherwise establish an exemption.

Payment of the proceeds from the sale of our commonstock effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However,a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the UnitedStates (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States,(ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the UnitedStates.

Any amounts withheld under the backup withholdingrules will generally be allowed as a credit against your U.S. federal income tax liability (if any), and you generally will be entitledto a refund of any amounts withheld that exceed your U.S. federal income tax liability, provided the required information is timely furnishedto the IRS.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

UNDERWRITING

In connection with this offering, we will enterinto an underwriting agreement with      , as representative of the Underwriters, or the Representative, in this offering. The Representativemay retain other brokers or dealers to act as a sub-agents or selected dealers on their behalf in connection with this offering. The Underwriterswill be agreed to purchase from us, on a firm commitment basis, the number of ordinary shares set forth opposite its name below, at theoffering price less the underwriting discounts set forth on the cover page of this prospectus:

The underwriters are offering the Ordinary Sharessubject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligationsof the underwriters to pay for and accept delivery of the Ordinary Shares offered by this prospectus are subject to the approval of certainlegal matters by its counsel and to other conditions. The underwriters are obligated to take and pay for all of the Ordinary Shares offeredby this prospectus if any such Ordinary Shares are taken. However, the underwriters are not required to take or pay for the Ordinary Sharescovered by the Representative’s option to purchase additional Ordinary Shares described below.

Fees, Commissions and Expense Reimbursement

We will pay the Underwriter a discount equivalentto seven percent (7%) of the gross proceeds of this offering. The Underwriter proposes initially to offer the ordinary shares to the publicat the offering price set forth on the cover page of this prospectus and to dealers at those prices less the aforesaid fee (“underwritingdiscount”) set forth on the cover page of this prospectus. If all of the ordinary shares offered by us are not sold at the offeringprice, the Underwriter may change the offering price and other selling terms by means of a supplement to this prospectus

The following table shows the underwriting fees/commissionpayable to the Underwriter with this offering:

In addition to the cash commission, we will alsoreimburse the Underwriter for accountable out-of-pocket expenses not to exceed $           . Such accountable out-of-pocket expenses include nomore than $           in Underwriter’s legal counsel fees, due diligence and other like expenses not to exceed $           and road show, travel, on-boardingfees and other reasonable out-of-pocket accountable expenses not to exceed $           , background checks expenses not to exceed $           , and DTC eligibilityfees and expenses not to exceed $           . We have paid to $ in accountable expenses as of the date hereof, which will be refundable to us tothe extent actually not incurred by the Underwriter in accordance with FINRA Rule 5110(f)(2)(C).

We estimate that the total expenses payable byus in connection with the offering, other than the underwriting fees and commissions, will be approximately $.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

We are discussing the offering with some underwriters.As of the date of this prospectus, we have not yet determined that the underwriters have entered into an underwriting agreement. The underwritingdata used below is derived from industry practice and normal fees, which will not be formally recognized until an underwriting agreementis reached. The foregoing does not purport to be a complete statement of the terms and conditions of the underwriting agreement and subscriptionagreement.

Lock-Up Agreements

Each of our directors, executive officers, andprincipal shareholders (5% or more shareholders) of our Ordinary Shares has also entered into a similar lock-up agreement for a periodof six (6) months from the effective date of this registration statement of which this prospectus forms a part, subject to certain exceptions,with respect to our Ordinary Shares and securities that are substantially similar to our Ordinary Shares.

Pricing of the Offering

Prior to the completion of this offering, therehas been no public market for our Ordinary Shares. The initial public offering price of the Ordinary Shares has been negotiated betweenus and the underwriters. Among the factors considered in determining the initial public offering price of the Ordinary Shares, in additionto the prevailing market conditions, are our historical performance, estimates of our business potential and earnings prospects, an assessmentof our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

Electronic Offer, Sale, and Distribution ofOrdinary Shares

A prospectus in electronic format may be madeavailable on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwritersmay distribute prospectuses electronically. The underwriters may agree to allocate a number of Ordinary Shares to selling group membersfor sale to its online brokerage account holders. The Ordinary Shares to be sold pursuant to internet distributions will be allocatedon the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not partof, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not beenapproved or endorsed by us or the underwriters, and should not be relied upon by investors.

Price Stabilization

The Underwriter will be required to comply withthe Securities Act and the Exchange Act, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rulesand regulations may limit the timing of purchases and sales of shares of capital stock by the Underwriter acting as principal. Under theserules and regulations, the Underwriter:

Selling Restrictions Outside the United States

No action may be taken in any jurisdiction otherthan the United States that would permit a public offering of our Ordinary Shares or the possession, circulation, or distribution of thisprospectus in any jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold,directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the Ordinary Sharesmay be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance withany applicable laws, rules and regulations of any such country or jurisdiction.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Australia. This document hasnot been lodged with the Australian Securities & Investments Commission and is only directed to certain categories of exemptpersons. Accordingly, if you receive this document in Australia:

(a)       youconfirm and warrant that you are either:

(i)       “sophisticatedinvestor” under section 708(8)(a) or (b) of the Corporations Act 2001 (Cth) of Australia, or the Corporations Act;

(ii)       “sophisticatedinvestor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificateto the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulationsbefore the offer has been made;

(iii)       personassociated with the company under section 708(12) of the Corporations Act; or

(iv)       “professionalinvestor” within the meaning of section 708(11)(a) or (b) of the Corporations Act;

and to the extent that youare unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the CorporationsAct, any offer made to you under this document is void and incapable of acceptance; and

(b)       youwarrant and agree that you will not offer any of the Ordinary Shares issued to you pursuant to this document for resale in Australia within12 months of those Ordinary Shares being issued unless any such resale offer is exempt from the requirement to issue a disclosuredocument under section 708 of the Corporations Act.

Canada.  The Ordinary Sharesmay be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in NationalInstrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario),and are permitted customers, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing RegistrantObligations. Any resale of the Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subjectto, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces orterritories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto)contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicableprovisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult witha legal advisor.

Pursuant to section 3A.3 (or, in the caseof securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 UnderwritingConflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105regarding underwriter conflicts of interest in connection with this offering.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Cayman Islands. This prospectusdoes not constitute an invitation or offer to the public in the Cayman Islands of the Ordinary Shares, whether by way of sale or subscription.The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any Ordinary Shares in the Cayman Islands. 

EuropeanEconomic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each,a “Relevant Member State”)an offer to the public of any shares which are the subject of the offering contemplated by this prospectus may not be made in that RelevantMember State unless the prospectus has been approved by the competent authority in such Relevant Member State or, where appropriate, approvedin another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the followingexemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

 Any person making or intending to make anyoffer of shares within the EEA should only do so in circumstances in which no obligation arises for us or the underwriters to producea prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of sharesthrough any financial intermediary, other than offers made by the underwriters which constitute the final offering of shares contemplatedin this prospectus.

For the purposes of this provision, and your representationbelow, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communicationin any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investorto decide to purchase any shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directivein that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PDAmending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each RelevantMember State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

Each person in a Relevant Member State who receivesany communication in respect of, or who acquires any shares under, the offer of shares contemplated by this prospectus will be deemedto have represented, warranted and agreed to and with us and the underwriters that:

In addition, in the United Kingdom, this documentis being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualifiedinvestors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investmentsfalling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, orthe Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling withinArticle 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This documentmust not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investmentor investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Hong Kong. The Ordinary Shares may notbe offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the publicwithin the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professionalinvestors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder,or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies(Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relatingto the Ordinary Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in HongKong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (exceptif permitted to do so under the laws of Hong Kong) other than with respect to Ordinary Shares which are or are intended to be disposedof only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap.571, Laws of Hong Kong) and any rules made thereunder. 

Malaysia. The shares have not been andmay not be approved by the securities commission Malaysia, or SC, and this document has not been and will not be registered as a prospectuswith the SC under the Malaysian capital markets and services act of 2007, or CMSA. Accordingly, no securities or offer for subscriptionor purchase of securities or invitation to subscribe for or purchase securities are being made to any person in or from within Malaysiaunder this document except to persons falling within any of paragraphs 2(g)(i) to (xi) of schedule 5 of the CMSA and distributed onlyby a holder of a capital markets services license who carries on the business of dealing in securities and subject to the issuer havinglodged this prospectus with the SC within seven days from the date of the distribution of this prospectus in Malaysia. The distributionin Malaysia of this document is subject to Malaysian laws. Save as aforementioned, no action has been taken in Malaysia under its securitieslaws in respect of this document. This document does not constitute and may not be used for the purpose of a public offering or an issue,offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the approval of the SC or the registrationof a prospectus with the SC under the CMSA.

Japan. The Ordinary Shares have not beenand will not be registered under the Financial Instruments and Exchange Law of Japan, and Ordinary Shares will not be offered or sold,directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person residentin Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directlyor indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwisein compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines ofJapan.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

People’s Republic of China. Thisprospectus has not been and will not be circulated or distributed in the PRC, and Ordinary Shares may not be offered or sold, and willnot be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant toapplicable laws and regulations of the PRC. 

Singapore. This prospectus has not beenregistered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material inconnection with the offer or sale, or invitation for subscription or purchase, of our Ordinary Shares may not be circulated or distributed,nor may our Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directlyor indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,Chapter 289 of Singapore, or SFA, (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditionsspecified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuantto, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditionsset forth in the SFA.

Where our Ordinary Shares are subscribed or purchasedunder Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of theSFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, eachof whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investmentsand each beneficiary of the trust is an individual who is an accredited investor; shares, debentures and units of shares and debenturesof that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred withinsix months after that corporation or that trust has acquired the Ordinary Shares under Section 275 of the SFA, except: (1) to an institutionalinvestor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any personpursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or suchrights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency)for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations,in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer;or (3) where the transfer is by operation of law.

Taiwan TheOrdinary Shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwanpursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstanceswhich constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requirea registration, filing, or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorizedto offer or sell the Ordinary Shares in Taiwan. 

United Kingdom. An offer of the OrdinaryShares may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act2000, as amended, or the FSMA, except to legal entities that are authorized or regulated to operate in the financial markets or, if notso authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances that do not requirethe publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or the FSA.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

An invitation or inducement to engage in investmentactivity (within the meaning of Section 21 of FSMA) may only be communicated to persons who have professional experience in matters relatingto investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstancesin which Section 21 of FSMA does not apply to the company.

All applicable provisions of the FSMA with respectto anything done by the underwriters in relation to the shares must be complied with in, from or otherwise involving the United Kingdom.

Socialist Republic of Vietnam. Thisdocument has not been and will not be registered or filed with, or approved by, and the shares have not been and will not be registeredor filed with, or approved by, the State Securities Commission of Vietnam pursuant to securities laws of Vietnam and may not be offeredor sold in Vietnam through a public offering or in circumstances which constitute an offer within the meaning of the securities laws ofVietnam.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statementon Form F-1 (including the exhibits, schedules and amendments to the registration statement) under the Securities Act with respect tothe shares of our common stock offered by this prospectus. This prospectus does not contain all the information set forth in the registrationstatement. For further information with respect to us and the shares of our common stock to be sold in this offering, we refer you tothe registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other documents towhich we make reference are not necessarily complete. In each instance, we refer you to the copy of such contract, agreement or otherdocument filed as an exhibit to the registration statement.

We file annual, quarterly and current reports,and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at http://www.sec.gov.The information we file with the SEC or contained on or accessible through our corporate web site or any other web site that we may maintainis not part of this prospectus or the registration statement of which this prospectus is a part. You may read and copy this informationat the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 forfurther information on the operation of the Public Reference Room. The SEC maintains an internet site that contains periodic and currentreports, information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC’swebsite is http://www.sec.gov.

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD AND SUBSIDIARIES

TABLE OF CONTENTS

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

YIZHIHUITECHNOLOGY ELDERLY CARE GROUP CO., LTD AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

As filed with the Securities and Exchange Commissionon November   , 2024.

Registration No. 333-[•]

INFORMATION NOT REQUIRED IN A PROSPECTUS

Item 1 SIGNATURES

Pursuant to the requirements of the Securities Actof 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on the FormF-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London,United Kingdom on November 15, 2024.

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