F-1 1 ea0247160-02.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on August 22, 2025.

Registration No. 333-[ ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Decent Holding Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

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Cayman Islands		9511		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification number)

4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue,
Laishan District, Yantai, Shandong Province
People’s Republic of China 264003
Telephone: +86 0535-5247776
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Telephone: +1 212-588-0022

Mark E. Crone, Esq.
Liang Shih, Esq.
Zhiqi “Camilla” Zheng, Esq.
The Crone Law Group, P.C.
420 Lexington Avenue, Suite 2446
New York, New York 10170
Telephone: +1 646-861-7891

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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, 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company 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.

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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	Per Share		Total
Public offering price	$	0.6	$	8,000,000
Placement Agent commissions(1)	$	0.03	$	400,000
Proceeds, before expenses, to us	$	0.57	$	7,600,000

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		56
USE OF PROCEEDS		57
DIVIDEND POLICY		58
CAPITALIZATION		59
DILUTION		60
ENFORCEABILITY OF CIVIL LIABILITIES		61
CORPORATE HISTORY AND STRUCTURE		62
PRINCIPAL SHAREHOLDERS		64
DESCRIPTION OF OUR SECURITIES		66
DESCRIPTION OF WARRANTS		68
PLAN OF DISTRIBUTION		69
EXPENSES OF THE OFFERING		72
LEGAL MATTERS		73
EXPERTS		73
WHERE YOU CAN FIND MORE INFORMATION		73
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		74

	For the Year Ended October 31, 2024	For the Year Ended October 31, 2023	For the Year Ended October 31, 2022
Period Ended RMB: USD exchange rate	7.1178	7.3166	7.3048
Period Average RMB: USD exchange rate	7.1855	7.0637	6.6150

Securities Offered by Us		We are offering 13,333,333 ordinary shares and up to 26,666,666 warrants. Each whole warrant is exercisable for one ordinary share at an exercise price equal to 110% of the public offering price of the ordinary shares in this offering. The warrants will be exercisable on a cashless basis and will expire 120 days after the closing of this offering. The securities offered hereby are being registered for an aggregate public offering amount of US$8,000,000. The actual number of securities we will offer and the public offering price per security will be determined at the time of pricing.
Best Efforts		We have engaged D. Boral Capital LLC as our exclusive placement agent to use their reasonable best efforts to solicit offers to purchase the securities in this offering. No minimum offering amount is required as a condition to closing this offering,
Class A Ordinary Shares Outstanding Prior to the Offering:		11,250,000 Class A ordinary shares.
Class A Ordinary Shares to Be Outstanding Immediately After Completion of This Offering		24,583,333 Class A ordinary shares assuming the sales of all the securities being offered in this offering and no exercise of the warrants.
Use of Proceeds		The net proceeds to us from this offering, after deducting the Placement Agent commissions and estimated offering expenses payable by us, will be approximately $7,480,880 based on the assumed public offering price of $0.6 per share. The net proceeds received by us from this offering will be used for the Company’s business expansion, including launching additional offices and expanding the business scope; research and development on improving our current products and creating new products; promoting the river water quality management service and expanding the treatment scope of river water; development and upgrade of wastewater treatment technology; and recruiting talents in research and development and management. See “Use of Proceeds.”
Listing		Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DXST.”
Risk Factors		See “Risk Factors” beginning on page 20 of this prospectus and the other information in this prospectus as well as section entitled “Item 3.D. Risk Factors” in our 2024 Annual Report incorporated by reference in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our Class A ordinary shares.

SEC Form F-1 filed by Decent Holding Inc