Asfiled with the Securities and Exchange Commission on November 29, 2024

RegistrationNo. 333-    

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

CIMGInc.

(Exactname of registrant as specified in its charter)

6107,6th Floor, Building C4, No.1 Huangchang West Road,

Dougezhuang,Chaoyang District, Beijing, China

+86 18518579917

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

JianshuangWang

ChiefExecutive Officer

CIMGInc.

16097Poppyseed Cir, Unit 1904,

DelrayBeach, Fl 33484

c/oWewin Technology LLC

+1 7723410068

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

Withcopies to:

HuanLou, Esq.

SichenziaRoss Ference Carmel LLP

1185Avenue of the Americas, 31st floor

NewYork, NY 10036

(212)930-9700

Approximatedate of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box: ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and itis not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

Subjectto Completion, dated November 29, 2024

Prospectus

CIMGInc. 

Upto 4,905,582 Shares of Common Stock

bySelling Stockholders

Thisprospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”)of up to 4,905,582 shares of our common stock, par value $0.00001 per share (“Common Stock”), held directly or indirectlyby certain Selling Stockholders. We will not receive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders.

Wewill bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The SellingStockholders will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any,incurred for the sale of these shares of Common Stock.

TheSelling Stockholders identified in this prospectus may offer the shares from time to time on terms to be determined at the time of salethrough ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.”The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices.For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.”

Wemay amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entireprospectus and any amendments or supplements carefully before you make your investment decision. Our Common Stock is listed on the NasdaqCapital Market (“Nasdaq”) under the symbol “IMG”. On November 27, 2024, the closing price of ourCommon Stock was $0.9099 per share.

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus,as well as the other information contained in or incorporated by reference in this prospectus or in any accompanying prospectus supplementbefore making a decision to invest in our securities.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is November 29, 2024.

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Thisprospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”)using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders (or their pledgees,donees, transferees or other successors-in-interest) may, from time to time, sell or otherwise dispose of the securities described inthis prospectus in one or more offerings. We will not receive any proceeds from the sale by such Selling Stockholders of the securitiesoffered by them described in this prospectus.

Thisprospectus provides you with a general description of the shares of Common Stock that the Selling Stockholders may sell or otherwisedispose of. You should rely only on the information provided in this prospectus, as well as the information incorporated by referenceinto this prospectus and any applicable prospectus supplement. If there is any inconsistency between the information in this prospectusand any prospectus supplement, you should rely on the information provided in the prospectus supplement. Neither we nor the Selling Stockholdershave authorized anyone to provide you with any information or to make any representations other than those contained in this prospectusor any applicable prospectus supplement. Neither we nor the Selling Stockholders take responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. You should not assume that the information in this prospectusor any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date ofthis prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operationsand prospects may have changed. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted.

Wemay also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update orchange information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effectiveamendment to the registration statement together with the information incorporated by reference herein or therein. For information aboutthe distribution of securities offered, please see “Plan of Distribution” below. You should carefully read both thisprospectus and any prospectus supplement, together with the additional information described in “Where You Can Find More Information”and “Incorporation of Certain Information by Reference” before you make any investment decisions regarding the securities.You may obtain the information incorporated by reference into this prospectus without charge by following the instructions under theheadings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Thisprospectus summarizes certain documents and other information, and we refer you to them for a more complete understanding of what wediscuss in this prospectus. All of the summaries are qualified in their entirety by the actual documents. In making an investment decision,you must rely on your own examination of the Company and the terms of the offering and the securities, including the merits and risksinvolved.

Weare not making any representation to any purchasers of the securities regarding the legality of an investment in the securities by suchpurchasers. You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your ownattorney, business advisor or tax advisor for legal, business and tax advice regarding an investment in the securities.

Unlessthe context indicates otherwise, references in this prospectus to the “Company,” “CIMG” “we,” “us,”“our” and similar terms refer to CIMG Inc. and its subsidiaries.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus, any prospectus supplement and any related free writing prospectus, including the information incorporated by reference hereinand therein, contain or may contain forward-looking statements, which reflect our current views with respect to, among other things,future events and financial performance, our operations, strategies and expectations. The words “believe,” “may,”“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”“plan” and similar expressions are intended to identify these forward-looking statements. Any forward-looking statementscontained in this prospectus are based upon our historical performance and on our current plans, estimates and expectations. The inclusionof this or any forward-looking information should not be regarded as a representation by us or any other person that the future plans,estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks, uncertaintiesand assumptions, including but not limited to global and domestic market and business conditions, our successful execution of businessand growth strategies and regulatory factors relevant to our business, as well as assumptions relating to our operations, financial results,financial condition, business prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that couldcause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, butare not limited to, those described or incorporated by reference under “Risk Factors”. These factors should not beconstrued as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by referencein this prospectus or any applicable prospectus supplement. We operate in a very competitive and rapidly changing environment. New risksemerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors onour business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those containedin any forward-looking statements we may make. We undertake no obligation to publicly update or review any forward-looking statement,whether as a result of new information or future developments, except as otherwise required by law.

SUMMARY

Thissummary highlights selected information appearing elsewhere in or incorporated by reference into this prospectus. Because it is a summary,it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entireprospectus and the documents incorporated by reference herein carefully, including the information referenced under the heading “RiskFactors” and in our financial statements, together with any accompanying prospectus supplement. Unless otherwise indicated or thecontext otherwise requires, all references in this prospectus to “we, ““us,” “our,” the “Company,”“CIMG” and similar terms refer to CIMG Inc. and its subsidiaries.

Overview

CIMGInc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” witha previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG”in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distributionchannels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform,which leverages a natural language search function.

OnJune 7, 2024, we entered into a Share Purchase Agreement (“Share Purchase Agreement”) with Masateru Higashida, our formerChief Executive Officer and Director, under which we sold all issued and outstanding shares of our wholly-owned subsidiaries, NuZee KOREALtd. and NuZee Investment Co., Ltd., to Mr. Higashida, which sale was completed in June 2024.

SinceJuly 2024, CIMG has been undergoing a transformation in digital marketing, distribution, and sales. As part of this transformation, wehave extended our sales and distribution network to include maca-infused food and beverages, reaffirming our commitment to reshapingthe online marketing, sales, and distribution landscape for consumer products.

Maca,a plant of the Brassicaceae family that originated in South America, has oval leaves and a rootstock shaped like a small round radish.It is edible and renowned as a natural superfood. Maca is rich in nutrients, boasts high levels of essential nutrients, and is believedto nourish and strengthen the human body. It is often referred to as “South American ginseng.” The primary cultivation regionsfor maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain in Lijiang, Yunnan, China.

CIMGhas successfully secured the exclusive distribution and sales rights for all maca products produced by Jiangsu Kangduoyuan Beverage Co.,Ltd.,   a leading maca production base in Asia. These products include maca peptide coffee, macanoli fruit beverages, macawine, maca purified powder, and other full-range offerings. Through a comprehensive digital marketing strategy, CIMG is optimistic inits ability to achieve sales growth and enhance the Company’s enterprise value.

Thediagram below is our current corporate structure:

CorporateInformation

Wewere incorporated in 2011 in Nevada as Havana Furnishings, Inc. NuZee Co. Ltd. was incorporated in 2011. NuZee Co. Ltd. merged into HavanaFurnishings, Inc. in 2013, at which time we changed our name to NuZee, Inc.. We undertook a further name change in October 2024 to “CIMGInc.” Our principal executive and administrative offices are located at 6107, 6th Floor, Building C4, No.1 Huangchang West Road,Dougezhuang, Chaoyang District, Beijing, China, and our telephone number is (760) 295-2408. Our website is http://www.ccmg.tech/.Information contained on or accessible through our website is not incorporated by reference into this prospectus and should not beconsidered a part of this prospectus.

THEOFFERING

OnJuly 11, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors(the “Investors”), providing for the sale and issuance of 2,040,814 shares (the “July PIPE Shares”) of the Company’scommon stock, par value $0.00001 per share for an aggregate purchase price of RMB 21,810,000, or approximately $3,000,000, at a priceof $1.47 per share, which is equal to the Nasdaq Minimum Price (as defined below). The Nasdaq Minimum Price shall mean the lower of:(i) the closing price of the Company’s common stock (as reflected on Nasdaq.com); or (ii) the average closing price of the Company’scommon stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the securities purchase agreement.

TheShares were issued pursuant to the Purchase Agreement, were not registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the SecuritiesAct or Regulation S promulgated under the Securities Act. The Company relied on these exemptions from registration based in part on representationsmade by the Investors.

OnJuly 11, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors(the “Registration Rights Agreement”). The Registration Rights Agreement provided, among other things, that the Company willas soon as reasonably practicable, and in any event no later than September 30, 2024, file with the SEC (at the Company’s solecost and expense) a registration statement registering the resale of the Shares of Common Stock. The Company agreed to use its commerciallyreasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

OnJuly 24, 2024, the Company entered into a convertible note purchase agreement (the “Notes Purchase Agreement”) with certaininvestors (the “Notes Investors”) to issue and sell convertible notes in the aggregate principal amount of RMB 2,181,000or approximately USD$300,000, at a conversion price of $0.52 per share (the “Notes”). The closing of the convertible notepurchase occurred on July 26, 2024.

OnJuly 26, 2024, the Notes Investors exercised their option to convert the outstanding principal and accrued interest of their respectiveNotes into shares of Common Stock. As a result of such conversions of the Notes, we issued an aggregate of 576,922 shares of Common Stockto the Notes Investors.

TheNotes bear interest at an annual rate of 7% and have a maturity date of one year following the issuance date. The Notes are convertibleany time after the issuance date by the holder into a number of shares of Common Stock equal to (i) the outstanding principal amountof the Note plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price. On July 26, 2024, the Notes Investorsexercised their option to convert the outstanding principal and accrued interest of their respective Notes into shares of Common Stock.As a result of such conversions of the Notes, we issued an aggregate of 576,992 shares of Common Stock (the “Note Conversion Shares”)to the Notes Investors.

OnAugust 20, 2024, the Company entered into a convertible note purchase agreement (the “Purchase Agreement”) with certain investors(the “August Notes Investors”) to issue and sell convertible notes in the aggregate principal amount of USD$1,300,000 (the“August Notes”). The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date.The Notes shall not be converted until the Company obtains shareholder approval for the issuance of shares underlying the Notes. Uponobtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principalamount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.94, the conversion price. Any conversion of the Notes resultingin a fractional share shall be rounded down to the nearest whole share.

OnOctober 31, 2024, all the August Notes Investors converted their August Notes to shares of Common Stock. As a result of such conversionsof the August Notes, we issued an aggregate of 1,396,813 shares of Common Stock to the August Notes Investors.

OnSeptember 24, 2024, the Company entered into a securities purchase agreement (the “September Purchase Agreement”) with certaininvestors (the “September Investors”), providing for the sale and issuance of 3,508,769 shares of the Company’s CommonStock, for an aggregate purchase price of $2,000,000 at the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)), or $0.57 per share.On October 14, 2024, the Company issued 2,807,015 shares of Common Stock in consideration of the purchase price of $1,600,000 to fournon-U.S. investors pursuant to the September Purchase Agreement following receipt of the purchase amounts. On October 22, 2024, the Companyissued 701,754 shares of Common Stock in consideration of the purchase price of $400,000 to one non-U.S. investor pursuant to the SeptemberPurchase Agreement following receipt of the purchase amount.

OnOctober 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of 55,973 sharesof the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to theconvertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filedwith the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares ofcommon stock issuable upon exercise of such warrants were registered under a registration statement filed by the Company on Form S-1(File No. 333-280251), which was declared effective by the U.S. SEC on July 1, 2024.

RISKFACTORS

Investingin our securities involves risks. You should carefully consider the risks, uncertainties and other factors described in our most recentAnnual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kthat we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus, includingall future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), as well as the risk factors and other information contained in or incorporated by reference into anyaccompanying prospectus supplement before investing in any of our securities. Our financial condition, results of operations or cashflows could be materially adversely affected by any of these risks. The risks and uncertainties described in the documents incorporatedby reference herein are not the only risks and uncertainties that you may face. For more information about our SEC filings, please see“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Salesof a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares ofCommon Stock to fall.

Salesof a substantial number of our shares of Common Stock on the public market by our existing securityholders, or the perception that thosesales might occur, could depress the market price of our shares of Common Stock and could impair our ability to raise capital throughthe sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market priceof our shares of Common Stock.

RisksRelated to Doing Business in China 

Changesin China’s economic, political, or social conditions or government policies could have a material adverse effect on our businessand operations.

Part of ourassets and operations are currently located in China. Accordingly, our business, financial condition, results of operations, and prospectsmay be influenced, to a significant degree, by political, economic, and social conditions in China generally.

Whilethe Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among varioussectors of the economy, and the rate of growth has been slowing down. Any changes in economic conditions in China, in the policies ofthe Chinese government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth ofChina. Such developments could adversely affect our business and operating results, reduce demand for our services, and weaken our competitiveposition. The Chinese government has implemented various measures to encourage economic growth and guided the allocation of various typesof resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on our operations. For example,our financial condition and results of operations may be adversely affected by government regulation over capital investments or changesin tax regulations. In the past, the Chinese government has implemented certain measures to control the pace of economic growth, suchas interest rate adjustments.

TheChinese government has significant authority to exert influence on the conduct of our business and may intervene or influence our operationsat any time, which result in a material change in our operations, and significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

ThePRC government has significant oversight and discretion over the conduct of our PRC business and may intervene or influence ouroperations at any time with little advance notice. Therefore, uncertainties in the PRC legal system and the interpretation and enforcementof PRC laws and regulations could limit the legal protection available to you and us, hinder our ability to offer or continue to offerthe securities, result in a material adverse effect on our business operations, and damage our reputation, which could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.

Theeconomic, political and social conditions in the PRC differ from those in more developed countries in many respects, including structure,government involvement, level of development, growth rate, control of foreign exchange, capital reinvestment, allocation of resources,rate of inflation and trade balance position. Before the adoption of its reform and opening up policies in 1978, the PRC was primarilya planned economy. In recent years, the PRC government has been reforming the PRC economic system and government structure. For example,the PRC government has implemented economic reform and measures emphasizing the utilization of market forces in the development of thePRC economy in the past three decades. These reforms have resulted in significant economic growth and social prospects. Economic reformmeasures, however, may be adjusted, modified or applied inconsistently from industry to industry or across different regions of the country.

Wecannot predict whether the resulting changes will have any adverse effect on our current or future business, financial condition or resultsof operations. Despite these economic reforms and measures, the PRC government continues to play a significant role in regulating industrialdevelopment, allocation of natural and other resources, production, pricing and management of currency, and there can be no assurancethat the PRC government will continue to pursue a policy of economic reform. Our ability to successfully expand business operations inthe PRC depends on a number of factors, including macro-economic and other market conditions. Demand for our future products in the Chinesemarket and our business, financial condition and results of operations may be materially and adversely affected by the following factors:

Thesefactors are affected by a number of variables which are beyond our control.

TheChinese government has shown an increased inclination to and may exert more control over offerings conducted overseas and/or foreigninvestment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we areregistering for sale. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listingby Domestic Companies (the “Trial Measures”), and five supporting guidelines, which came into effect on March 31, 2023. Pursuantto the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfillthe filing procedure and report relevant information to the CSRC.

Anyactions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investmentin China-based issuers like us could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or be worthless.

Uncertaintieswith respect to the enforcement of laws, and changes in laws and regulations in China with little advance notice, could materially andadversely affect us.

Ouroperations in mainland China are governed by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes.Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. There are substantialuncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulationsgoverning our business and the enforcement and performance of our business arrangements in certain circumstances. The laws and regulationsare sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, withlittle advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing lawsand regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted orinterpreted in a manner different from our current understanding of these laws and regulations. New laws and regulations that affectexisting and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existingor new PRC laws or regulations may have on our business.

Ascertain laws and regulations which apply to us are relatively new, and because of the limited volume of published decisions and theirnonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legalsystem is based in part on government policies and internal rules, some of which may not be published on a timely basis or at all, andsome of which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometimeafter the violation. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversionof resources and management attention. However, since PRC administrative and court authorities have significant discretion in interpretingand implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedingsand the level of legal protection we enjoy than in more developed legal systems. These uncertainties may also impede our ability to enforcethe contracts we have entered into. As a result, these uncertainties could materially and adversely affect our business and results ofoperations.

Wemay be affected by the currency conversion system.

ThePRC government imposes regulation and limitation on the conversion of the RMB into foreign currencies and the remittance of currenciesout of the mainland PRC. Our PRC subsidiary receives substantially all of its revenue in RMB. Under our current corporatestructure, to fund any cash and financing requirements CIMG may have, CIMG may rely on dividend payments from the subsidiaries. As suchwe may convert a portion of the subsidiaries’ revenue into other currencies to meet the foreign currency obligations, such as paymentsof dividends, if any. Shortages in the availability of foreign currency may restrict the ability of the subsidiaries to remit sufficientforeign currency to pay dividends or other payments to CIMG. Under existing PRC foreign exchange regulations, payments of current accountitems, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies withoutprior approval from SAFE by complying with certain procedural requirements. Therefore, the subsidiaries are able to pay dividends inforeign currencies to CIMG without prior approval from SAFE, subject to the condition that the remittance of such dividends outside ofthe mainland PRC complies with certain procedures under PRC foreign exchange regulations. Approval from or registration with appropriategovernment authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of mainland Chinato pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretionregulate access in the future to foreign currencies for current account transactions. If the foreign exchange control system preventsthe subsidiaries from obtaining sufficient foreign currencies to satisfy its foreign currency demand, the subsidiaries may not be ableto pay dividends in foreign currencies to CIMG shareholders. In addition, the PRC Enterprise Income Tax Law and its implementation rulesprovide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC resident enterprises,unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions wherethe non-PRC resident enterprises are tax resident.

Wemay be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

Inconnection with any future offering, we may be subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other lawsthat prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. personsand issuers as defined by the statute for the purpose of obtaining or retaining business. We may also be subjected to Chinese anti-corruptionlaws, which strictly prohibit the payment of bribes to government officials. Going forward, we may have operations, agreements with thirdparties, and make sales in China, which may experience corruption. Our future activities in China may create the risk of unauthorizedpayments or offers of payments by one of the employees of our Company, because sometimes these employees are out of our control. Violationsof the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities,which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold ourCompany liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

Evolutionwith respect to the PRC legal system could adversely affect us.

ThePRC legal system is a civil law system based on written statutes, where prior court decisions have limited precedential value.

Inparticular, PRC laws and regulations concerning the oil equipment industries are developing and evolving. Although we have taken measuresto comply with the laws and regulations applicable to our business operations and to avoid conducting any non-compliant activities underthese laws and regulations, the PRC governmental authorities may promulgate new laws and regulations regulating internet-related industries.We cannot assure you that our business operations would not be deemed to violate any such new PRC laws or regulations. Moreover, developmentsin the industries may lead to changes in PRC laws, regulations and policies, which in turn may limit or restrict us, and could materiallyand adversely affect our business and operations.

Becauseour PRC subsidiary’s business is conducted in Chinese yuan or RMB and the price of our Common Stock is quoted in UnitedStates dollars, changes in currency conversion rates may affect the amount of proceeds we will receive after the currency exchange fromU.S. dollars to RMB.

Aportion of our business operations is conducted in the People’s Republic of China (“PRC”). For the portion of our businessconducted in the PRC, our internal books and recordsare recorded in Renminbi or “RMB”, which is the legal currency of the mainland PRC, and the audited consolidated financialstatements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchangerate between the RMB and U.S. dollars would affect the value of our assets and the results of our operations denominated in United Statesdollars. The value of the RMB against the United States dollars and other currencies may fluctuate and is affected by, among other things,changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Anysignificant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition presented in U.S.dollars. Further, we will need to convert the net proceeds denominated in U.S. dollars we receive in this offering into RMB in orderto use the funds for our business in the PRC. Any decrease in the conversion rate from the United States dollars to the RMB would reducethe amount of net proceeds in RMB we would receive after the currency conversion and therefore adversely affect our ability to implementour plan to use such proceeds from the offering.

Ifwe become subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we mayhave to expend significant resources to investigate and resolve such matters, which could harm our business operations, stock price andreputation.

U.S.public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negativepublicity by investors, financial commentators and U.S. regulatory agencies. Much of the scrutiny, criticism and negative publicity hascentered on financial and accounting irregularities, lack of effective internal controls over financial accounting, inadequate corporategovernance policies and, in many cases, allegations of fraudulent activities. While not all of our operations are based in China,a portion of our business is conducted there, which may subject us to similar scrutiny. As a result of the scrutiny, criticism andnegative publicity, the publicly traded stock of many U.S. listed Chinese companies have experienced and may experience in the futurehigh volatility in trading prices and market value and, in some cases, may be subject to the delisting procedures from the national stockexchanges. Some of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal andexternal investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicitywill have on our business and stock prices when listed on a national stock exchange. If we become the subject of any unfavorable allegations,whether such allegations are proven to be true or false, we will have to expend significant capital and time to investigate such allegationsand defend our company. If such allegations are proven to have merits, we and our business operations could be severely affected andyou could sustain a significant loss in your investment in our Common Stock.

Thenewly enacted “HFCAA” and “AHFCAA” both call for additional and more stringent criteria to be applied to restrictivemarket companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering and if our auditors fail to permit the PCAOB to inspect the auditing firm,our Common Stock may be subject to delisting.

OnApril 21, 2020, the SEC and the PCAOB released a joint statement highlighting the risks associated with investing in companies basedin or having substantial operations in certain “restrictive markets,” including China. The joint statement emphasized therisks associated with lack of access from the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in themarkets where the PCAOB has limited access to the local auditing firms and their work.

OnMay 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operatingin a restrictive market, (ii) adopt a new requirement relating to the qualification of management or the board of directors of companiesin the restrictive markets, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualificationsof the company’s auditor.

OnDecember 18, 2020, the “HFCAA” was signed by President Donald Trump and became law. This legislation requires certain issuersto establish that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if thePCAOB is unable to audit specified reports because the issuer has retained a foreign public accounting firm that is not subject to inspectionby the PCAOB. Furthermore, if the PCAOB is unable to inspect the issuer’s public accounting firm for three consecutive years, theissuer’s securities are banned from trading on a national stock exchange.

OnSeptember 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which became law in December 2020. In June 2021, the Senatepassed the AHFCAA, which was signed into law and reduced the time period for the delisting of foreign companies under the HFCAA to twoconsecutive, instead of three years.

OnAugust 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol with the CSRC and the Ministry ofFinance of the PRC governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the needfor a framework.

OnDecember 15, 2022, the PCAOB announced it secured complete access to inspect and investigate registered public accounting firms headquarteredin mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary. However, whether the PCAOBwill continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainlandChina and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOBcontinues to demand complete access in mainland China and Hong Kong moving forward, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOBhas also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

Ourauditor, MaloneBailey LLP, headquartered in Texas, United States, is an independent registered public accounting firm with thePCAOB and is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards. Our auditor has been inspected by the PCAOB on a regular basis. However, the above recent developments may haveadded uncertainties to our listing, to which Nasdaq may apply additional and more stringent criteria with respect to our auditor’saudit and quality control procedures, adequacy of personnel and training, sufficiency of resources, geographic reach, and experienceas related to their audits. If independent registered public accounting firm fails to permit PCAOB to inspect its firm, our Common Stockmay be subject to delisting by the stock exchange where such Common Stock will be listed.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or ourmanagement named in the prospectus based on foreign laws.

CIMGInc. is a company incorporated under the laws of State of Nevada, but we generate part our revenues from China and partof our assets are located in China. In addition, all of our senior executive officers reside within China for a significant portion ofthe time and all are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons insidemainland China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liabilityprovisions of the U.S. federal securities laws against us and our officers and directors as none of them currently resides in the U.S.or has substantial assets located in the U.S.

Therecognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Mainland PRC courts may recognizeand enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between Chinaand the country where the judgment is made or on principles of reciprocity between jurisdictions.

Youmay incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actionsin Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

Wecurrently have one subsidiary incorporated in Hong Kong, DZR Tech Limited. You may incur additional costs and proceduralobstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our managementnamed in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforcea judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amountin a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtainedwere not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgmentmust be for a fixed sum and must also come from a “competent” court as determined by the private international law rulesapplied by the Hong Kong courts.

Thecommon law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of acause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcementof a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreignjudgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil matter and notin respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to naturaljustice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum andmust also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction,breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in HongKong in order to recover such debt from the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgmentsof United States courts being met, including but not limited to the above, a foreign judgment of United States of civil liabilities predicatedsolely upon the federal securities laws of the United States or the securities laws of any State or territory within the United Statescould be enforceable in Hong Kong.

USEOF PROCEEDS

Allshares of Common Stock offered by this prospectus are being registered for resale by the Selling Stockholders. We will not receive anyof the proceeds from the sale of these securities. The Selling Stockholders will bear all commissions and discounts, if any, attributableto the resale of the shares of Common Stock.

SELLINGSTOCKHOLDERS

TheSelling Stockholders may from time to time offer and sell any or all of the shares of Common Stock set forth below pursuant to this prospectus.When we refer to the “Selling Stockholders” in this prospectus, we mean the holders listed in the table below, and its respectivepledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of such Selling Stockholder’sinterests in shares of Common Stock other than through a public sale.

Thefollowing table sets forth, as of the date of this prospectus, the name of the Selling Stockholders for whom we are registering sharesfor sale to the public, the number of shares of Common Stock beneficially owned by such Selling Stockholders prior to this offering,the total number of shares of Common Stock that each Selling Stockholder may offer pursuant to this prospectus and the number of sharesof Common Stock that each Selling Stockholder will beneficially own after this offering. Except as noted below, the Selling Stockholdersdo not have, or within the past three years has not had, any material relationship with us or any of our predecessors or affiliates andthe selling stockholder is not or was not affiliated with registered broker-dealers.

Basedon the information provided to us by the Selling Stockholders, assuming that each Selling Stockholder sells all of the shares of CommonStock beneficially owned by it that have been registered by us and does not acquire any additional shares during the offering, such SellingStockholder will not own any shares other than those appearing in the column entitled “Beneficial Ownership After This Offering.”We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such shares of Common Stock. In addition,the Selling Stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any timeand from time to time, the shares of our Common Stock in transactions exempt from the registration requirements of the Securities Actafter the date on which it provided the information set forth in the table below.

Thepercentage of shares owned prior to completion of the offering is based on 9,939,800 shares (as of November 15, 2024) unless otherwiseindicated.

PLANOF DISTRIBUTION

TheCommon Stock offered by this prospectus is being offered by the Selling Stockholders. The Common Stock may be sold or distributed fromtime to time by the Selling Stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may actsolely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices,or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of thefollowing methods:

Inaddition, any securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

Tothe extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. Inconnection with distributions of the securities or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealersor other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in shortsales of our securities in the course of hedging the positions they assume with the Selling Stockholders. The Selling Stockholders mayalso sell our securities short and redeliver the shares to close out such short positions. The Selling Stockholders may also enter intooption or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer orother financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institutionmay resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders may also pledgesecurities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution,may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

TheSelling Stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus tothird parties in privately negotiated transactions. If an applicable prospectus supplement indicates, in connection with those derivatives,the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.If so, the third party may use securities pledged by the Selling Stockholders or borrowed from the Selling Stockholders or others tosettle those sales or to close out any related open borrowings of securities, and may use securities received from the Selling Stockholdersin settlement of those derivatives to close out any related open borrowings of securities. If applicable through securities laws, thethird party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effectiveamendment). In addition, the Selling Stockholders may otherwise loan or pledge securities to a financial institution or other third partythat in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economicshort position to investors in our securities or in connection with a concurrent offering of other securities.

Ineffecting sales, broker-dealers or agents engaged by the Selling Stockholders may arrange for other broker-dealers to participate. Broker-dealersor agents may receive commissions, discounts or concessions from the Selling Stockholders in amounts to be negotiated immediately priorto the sale.

Inoffering the securities covered by this prospectus, the Selling Stockholders and any broker-dealers who execute sales for the SellingStockholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Anyprofits realized by the Selling Stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts andcommissions.

Inorder to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only throughregistered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registeredor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and iscomplied with.

Wehave advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securitiesin the market and to the activities of the Selling Stockholders and their affiliates. In addition, we will make copies of this prospectusavailable to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The SellingStockholders may indemnify any broker-dealer that participates in transactions involving the sale of the securities against certain liabilities,including liabilities arising under the Securities Act.

Atthe time a particular offer of securities is made, if required, a prospectus supplement will be distributed that will set forth the numberof securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase pricepaid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowedor reallowed or paid to any dealer, and the proposed selling price to the public.

LEGALMATTERS

Thevalidity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP,New York, New York.

EXPERTS

Theconsolidated financial statements of CIMG Inc. (formerly, NuZee, Inc.) incorporated in this prospectus by reference to the AnnualReport on Form 10-K for the year ended September 30, 2023 have been so incorporated in reliance on the report (which includes an explanatoryparagraph relating to CIMG Inc.’s ability to continue as a going concern)of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing andaccounting.

WHEREYOU CAN FIND MORE INFORMATION

Wefile annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over theInternet at the SEC’s website at www.sec.gov. The SEC maintains a website that contains reports, proxy and information statementsand other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Ourwebsite address is http://www.ccmg.tech/. The information contained on, or that can be accessed through, our website isnot a part of this prospectus or incorporated by reference into this prospectus or any prospectus supplement, and you should not considerinformation on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.

Thisprospectus is part of a registration statement that we filed with the SEC and does not contain all of the information in the registrationstatement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishingthe terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or anyprospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the documentto which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may obtainthe registration statement and exhibits to the registration statement from the SEC’s website, as provided above.

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

TheSEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we candisclose important information to you by referring you to those documents. The information incorporated by reference is considered tobe part of this prospectus.

Weincorporate by reference into this prospectus and the registration statement of which this prospectus forms a part the information ordocuments listed below that we have filed with the SEC, and any future filings we will make with the SEC under Sections 13(a), 13(c),14, or 15(d) of the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is a partand prior to effectiveness of such registration statement, and until the termination of the offering of the shares covered by this prospectus(other than information furnished under Item 2.02 or Item 7.01 of Form 8-K):

Anystatement made in this prospectus or contained in a document all or a portion of which is incorporated by reference herein will be deemedto be modified or superseded to the extent that a statement contained herein or in any subsequent prospectus supplement to this prospectusor, if appropriate, post-effective amendment to the registration statement that includes this prospectus, modifies or supersedes suchstatement. Any statement so modified will not be deemed to constitute a part hereof, except as so modified, and any statement so supersededwill not be deemed to constitute a part hereof.

Youmay read and copy any materials we file with the SEC at the SEC’s website mentioned under the heading “Where You Can FindMore Information.” The information on the SEC’s website is not incorporated by reference in this prospectus.

Acopy of any document incorporated by reference in this prospectus may be obtained at no cost by writing or telephoning us at the followingaddress and telephone number:

CIMGInc.

6107,6th Floor, Building C4, No.1 Huangchang West Road,

Dougezhuang,Chaoyang District, Beijing

+86 18518579917

Wemaintain a website at http://www.ccmg.tech/. Information about us, including our reports filed with the SEC, is available throughthat site. Such reports are accessible at no charge through our website and are made available as soon as reasonably practicable aftersuch material is filed with or furnished to the SEC. Our website and the information contained on that website, or connected to thatwebsite, are not incorporated by reference in this prospectus.

CIMGInc.

Upto 4,905,582

Sharesof

CommonStock

bySelling

Stockholders

PROSPECTUS

,2024

PARTII

INFORMATIONNOT REQUIRED IN THE PROSPECTUS

Thefollowing is an estimate of the expenses (all of which are to be paid by us) that we may incur in connection with the securities beingregistered hereby.

TheCompany’s articles of incorporation, as amended, and third amended and restated bylaws provide that, to the fullest extent permittedby the laws of the State of Nevada, any person who was or is a party or is threatened to be made a party to any proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that he or she is or was a director, trustee, officer, employee or agentof the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise. For the avoidance of doubt, the foregoing indemnification obligation includes,without limitation, claims for monetary damages against an indemnitee to the fullest extent permitted under Chapter 78 of the NevadaRevised Statutes as in existence on the date hereof.

Theindemnification provided shall be from and against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlementactually and reasonably incurred by such indemnified person in connection with such action, suit or proceeding if such indemnified personacted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, andwith respect to any criminal action or proceeding, had no reasonable cause to believe such indemnified person’s conduct was unlawful.

Inthe case of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favorby reason of the fact that such indemnified person is or was a director, trustee, officer, employee or agent of the Company, or is orwas serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which the indemnifiedperson shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such indemnified person’sduty to the Company unless, and only to the extent that, the court in which such action or suit was brought shall determine upon applicationthat, despite circumstances of the case, such indemnified person is fairly and reasonably entitled to indemnity for such expenses assuch court shall deem proper.

Thetermination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act ingood faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company.

Tothe extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controllingthe Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, such indemnificationis against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against suchliabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Companyin the successful defense of any action, suit or proceeding) is asserted by any of the Company’s directors, officers or controllingpersons in connection with the securities being registered, the Company will, unless in the opinion of counsel the matter has been settledby controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Company is againstpublic policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Setforth below is information regarding securities issued by us since June 1, 2021 that were not registered under the Securities Act of1933, as amended (the Securities Act). Also included is the consideration, if any, received by us for such securities and informationrelating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registrationwas claimed.

Thesecurities described above were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuantto Regulation S of the Securities Act or Section 4(a)(2) thereof as a transaction not involving any public offering.

*Filed or furnished herewith.

†Indicates management contract or compensatory plan.

#Schedules and certain portions of the exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementallya copy of such schedules, or any section thereof, to the SEC upon request.

^Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnishsupplementally an unredacted copy of the exhibit to the SEC upon its request.

provided,however, that: Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be includedin a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuantto Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registrationstatement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalfby the undersigned, thereunto duly authorized, in the City of Beijing, China, on November 29, 2024.

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints JianshuangWang his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or herand in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments,to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securitiesand Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every actand thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, herebyratifying and confirming all that each of said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do orcause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacitiesindicated on the dates indicated.