As filed with the U.S. Securities and Exchange Commission on January 29, 2026.
Registration No. 333-292950
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
XINXU COPPER INDUSTRY TECHNOLOGY LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
____________________
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Cayman Islands |
3351 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
2188 Nanci First Road
Anhui Xinwu Economic Development Zone
Wanzhi District, Wuhu City
Anhui Province, China 241100
Tel: +86 553-8758118
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________
Copies of all communications, including communications
sent to agent for service, should be sent to:
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Wei Wang, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 |
Kevin (Qixiang) Sun, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 Tel: (202) 869-0888 Fax: (202) 869-0889 |
____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-1 of Xinxu Copper Industry Technology Limited (File No. 333-292950) (the “Registration Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 8 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus for each of the Public Offering Prospectus and Resale Prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a) Exhibits
II-1
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Exhibit |
Description of Document |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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107** |
____________
* Filed herewith.
** Previously filed.
b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wuhu City, Anhui Province, China, on January 29, 2026.
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Xinxu Copper Industry Technology Limited |
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By: |
/s/ Jinchun Cheng |
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Name: |
Jinchun Cheng |
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Title: |
Chief Executive Officer, Chairman and director |
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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Jinchun Cheng |
Chief Executive Officer, Chairman and Director |
January 29, 2026 |
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Jinchun Cheng |
(principal executive officer) |
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* |
Chief Financial Officer |
January 29, 2026 |
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Peng Wu |
(principal financial and accounting officer) |
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* |
Director |
January 29, 2026 |
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Zhihua Bi |
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* |
Director |
January 29, 2026 |
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Jing Chen |
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* |
Director |
January 29, 2026 |
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Fei Bai |
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* |
Director |
January 29, 2026 |
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Wenzhao Liu |
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*By: |
/s/ Jinchun Cheng |
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Jinchun Cheng |
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Attorney-In-Fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Xinxu Copper Industry Technology Limited, has signed this registration statement or amendment thereto in Newark, Delaware on January 29, 2026.
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Puglisi & Associates |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
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