424B4 1 ea0256184-05.htm PROSPECTUS

PROSPECTUS

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-290410

21,875,000 Units

with each Unit consisting of one Class A Ordinary Share and one Warrant to
purchase one Class A Ordinary Share

21,875,000 Class A Ordinary Shares included in the Units

21,875,000 Warrants to Purchase up to 196,875,000 Class A Ordinary Shares

196,875,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants
(which contains a zero exercise price option)

Park Ha Biological Technology Co., Ltd.

We are offering on a best-efforts basis 21,875,000 units (the “Units”), with each Unit consisting of (i) one class A ordinary share, par value $0.00002 per share (each, a “Class A Ordinary Share,”) and collectively, the “Class A Ordinary Share”) and (ii) one warrant to purchase one Class A Ordinary Share (up to nine Class A Ordinary Shares pursuant to the zero exercise price option as described further below) (each, a “Warrant,” and collectively, the “Warrants”).

We are offering the Units at the public offering price of $0.112 per Unit. We are also registering 196,875,000 Class A Ordinary Shares underlying the Warrants (the “Warrant Shares”) pursuant to a zero exercise price option. Each Warrant will have an initial exercise price of $0.112 per Class A Ordinary Share and will be exercisable beginning on the date of the issuance date and ending on the one-year anniversary of the issuance date.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares can be purchased in this offering only with the accompanying Warrants as part of the Units, but the component parts of the Units will be immediately separable and issued separately in this offering.

Each Warrant contains a cashless exercise provision which provides that a holder may effect a “cashless exercise”, if at the time of any exercise of the Warrant, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Class A Ordinary Shares underlying the Warrants to the holder, in lieu of marking the cash payment otherwise contemplated wo be made to us upon exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of Class A Ordinary Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (A) = trading calculated based on provided formula; (B) = the exercise price of the Warrants, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of such warrant by means of a cash exercise. In addition, whether or not an effective registration statement or prospectus is available, the Warrant holder may also effect an “alternative cashless exercise”, i.e. the zero exercise price option, at any time on or after the issuance date. Under the zero exercise price option, the holder of the Warrants has the right, for no additional consideration, to receive nine Class A Ordinary Shares for each Warrant exercised, which will be more than such number of Class A Ordinary Shares that is issuable upon cash exercise or cashless exercise. Subject to customary adjustments for share dividends, capitalizations, subdivisions or other changes in share capital, the maximum number of Class A Ordinary Shares issuable upon cashless exercise of the Warrants (including zero exercise price option) is 196,875,000. We will not receive any proceeds from exercises under the zero exercise price option of the Warrants, as it is highly unlikely that a holder would choose to exercise the Warrants through cash payment or cashless exercise in lieu of the zero exercise price option.

There is no established public trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Warrants on any national securities exchange. We are also registering the Class A Ordinary Shares issuable upon exercise of the Warrants and anticipate that such Class A Ordinary Shares will trade on the Nasdaq Capital Market.

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Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BYAH”. On January 26, 2026, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $0.1465 per share.

The final public offering price was determined through negotiation between us, the Placement Agent (as defined below), and the investors based upon a number of factors, including our history and prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

Throughout this prospectus, unless the context indicates otherwise, any references to “Park Ha Cayman” are to Park Ha Biological Technology Co., Ltd., any references to “we”, “us”, “our,” or the “Company” are to Park Ha Cayman, and in the context of describing our operations and consolidated financial information, to Park Ha Cayman and its subsidiaries, any references to “PRC Subsidiaries” are to Park Ha Investment (Wuxi) Co., Ltd. (“WFOE”), Jiangsu Park Ha Biological Technology Co., Ltd. (“Park Ha Jiangsu”), Shanghai Park Ha Industrial Development Co., Ltd. (“Park Ha Shanghai”), Wuxi Xinzhan Enterprise Management Consulting Co., Ltd. (“Xinzhan”), Wuxi Muchen Biotechnology Co., Ltd. and Wuxi Mufeng Biotechnology Co., Ltd.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus.

We are a holding company incorporated in the Cayman Islands with no operations of our own and are not a Chinese operating company. As a result, we conduct all of our operations in China through our PRC Subsidiaries. Park Ha Cayman controls its PRC Subsidiaries through equity ownership and does not use a variable interest entity structure. Due to our corporate structure, there are unique risks to investors. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, including that it could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. The securities offered in this offering are shares of the Company, a Cayman Islands holding company and not shares of the PRC Subsidiaries. Investors in this offering will not directly hold equity interests in the PRC Subsidiaries.

We are subject to certain legal and operational risks associated with being based in or having all of our operations in China, which could result in a material change in our operations and/or the value of our securities, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. The PRC government has initiated a series of regulatory actions and made statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. The PRC government may influence our operations as the government deems appropriate to further regulatory, political and societal goals, which could result in a material change in our operations.

As of the date of this prospectus, our PRC Subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As of the date of this prospectus, in the opinion of our PRC counsel, Jiangsu Junjin Law Firm, we are not subject to cybersecurity review or network data security review by the Cyberspace Administration of China (the “CAC”) under the amended Cybersecurity Review Measures, which came into effect on February 15, 2022, given that our PRC Subsidiaries are not critical information infrastructure operators (the “CIIOs”) or internet platform operators that possess personal information of more than one million users or engage in data processing activities that affect or may affect national security. However, we cannot assure you that the CAC would take the same view as we do to this matter. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which became effective on March 31, 2023. The CSRC published the notification on our completion of the required filing procedures for our initial public offering (“IPO”) on June 1, 2024. The Trial Measures state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. Pursuant to the Trial Measures, we are required to file with the CSRC within three business days after the completion of this offering. These statements and regulatory actions are newly published and are continuously evolving. As there are still uncertainties regarding the interpretation and implementation of

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such regulatory guidance, we cannot assure you that we will be able to comply with new regulatory requirements relating this offering or our future overseas capital-raising activities and we may become subject to more stringent requirements with respect to matters such as cross-border investigation, data privacy, and enforcement of legal claims.

As of the date of this prospectus, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities for this offering, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. In the event that we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause such securities to significantly decline in value or become worthless. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC” in our 2024 Annual Report, which is incorporated by reference into this prospectus.

Trading in our securities on U.S. markets may be prohibited under the Holding Foreign Companies Accountable Act, as amended, or the HFCAA, if the Public Company Accounting Oversight Board (the “PCAOB”) determines that it is unable to inspect or investigate completely our auditor for two consecutive years because of the position taken by authorities in a foreign jurisdiction. On December 16, 2021, the PCAOB issued a report to notify the U.S. Securities and Exchange Commission (the “SEC”) of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC, established a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determinations and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022 and voted to vacate its previous 2021 determinations to the contrary. Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. Our auditor, WWC, P.C., has been inspected by the PCAOB on a regular basis, and it is not subject to the determinations announced by the PCAOB on December 16, 2021. However, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

As a holding company, we may rely on dividends and other distributions on equity paid by our PRC Subsidiaries for our cash and financing requirements. If any of our PRC Subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. Under current PRC laws and regulations, our PRC Subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Furthermore, our PRC Subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to their respective holding companies, nor have we made any dividends or distributions to our shareholders. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.

In August 2025, Park Ha Cayman transferred US$1.4 million to WFOE as investments. Other than that, as of the date of this prospectus, no cash or assets were transferred between us and any of our subsidiaries or among any of our subsidiaries. In the future, cash may be transferred among us and our subsidiaries in the following manner: (i) funds may be transferred to our subsidiaries from us as needed in the form of capital contributions or shareholder loans through the intermediary holding companies, as the case may be; (ii) dividends or other distributions may be paid by our subsidiaries to us directly or through intermediary holding company, as the case may be; and (iii) internal

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borrowing and lending between subsidiaries. Currently, there are no restrictions of transferring funds between our Cayman Islands holding company and subsidiary in Hong Kong. However, to the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong due to the imposition of restrictions and limitations by the PRC government on the ability of us or our subsidiaries to transfer cash or assets. Our management monitors the cash position of each entity within our organization regularly and prepares budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to provide adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors, we will enter into an intercompany loan for the applicable subsidiary in accordance with applicable PRC laws and regulations.

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “— Implications of Being a Foreign Private Issuer” on pages 9 and 10 of this prospectus.

We are a “controlled company” as defined under the Nasdaq Listing Rules because Ms. Xiaoqiu Zhang, our founder, Chairperson of the board of directors and chief executive officer, owns more than 50% of our total voting power. For so long as we remain a “controlled company” under that definition, we are permitted to elect to rely, and may rely, on exemptions from certain corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we shall establish a nominating committee and a compensation committee composed entirely of independent directors. Although we do not intend to rely on the controlled company exemption under the Nasdaq listing rules, we could elect to rely on this exemption after we complete this offering. In the event that we elect to rely on one or more of these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

	Per Unit		Total (assuming maximum offering)
Public Offering Price(1)	$	0.112	$	2,450,000
Placement Agent Commissions(2)	$	0.008	$	171,500
Proceeds to the Company Before Expenses(3)	$	0.104	$	2,278,500

____________

(1) The public offering price is $0.112 per Unit.

(2) We have agreed to pay D. Boral Capital LLC (the “placement agent”) commissions of 7.0% of the aggregate gross proceeds raised in this offering.

(3) We estimate the total expenses of this offering payable by us, excluding fees and expenses payable to the placement agent, will be approximately $2.279 million.

We have engaged D. Boral Capital LLC as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation to purchase and are not purchasing or selling the securities offered by us, and is not required to arrange for the purchase or sale of any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing in this offering the actual offering amount, the placement agent’s fee, and proceeds to us, if any, is not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the placement agent the fee set forth in the table above and to provide reimbursement of certain expenses and certain other compensation to the placement agents. See “Plan of Distribution” of this prospectus for more information regarding these arrangements.

We will have one closing for all the securities purchased in this offering. The offering will terminate upon the completion of a single closing, which is expected to occur within two business days of the effective date of the registration statement of which this prospectus forms a part.

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We may sell fewer than all securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. We have not established an escrow account in conjunction with this offering. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors.”

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

D. Boral Capital

Prospectus dated January 26, 2026.

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Special Note Regarding Forward-Looking Statements		13
Risk Factors		14
Use of Proceeds		17
Dividend Policy		18
Capitalization		19
Dilution		20
Enforceability of Civil Liabilities		21
Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Corporate History and Structure		24
Business		26

SEC Form 424B4 filed by Park Ha Biological Technology Co. Ltd.