F-1 1 ea0256184-02.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on September 19, 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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Park Ha Biological Technology Co., Ltd.
(Exact name of registrant as specified in its charter)

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

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Cayman Islands		5990		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
+86 400 012 7562
(Address, including zip code, and telephone number, including area code, of principal executive offices)

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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:

Kyle Leung, Esq.
Concord & Sage PC
1360 Valley Vista Dr Suite 140
Diamond Bar, CA 91765
Tel: 929-989-7572

Cavas S. Pavri, Esq.

ArentFox Schiff LLP

1717 K Street, NW

Washington, DC 20006

Tel: 202-724-6847

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

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2025

Up to 11,428,571 Ordinary Shares

Warrants to purchase up to 11,428,571 Ordinary Shares

Up to 11,428,571 Ordinary Shares underlying such Warrants

Park Ha Biological Technology Co., Ltd.

We are offering on a best-efforts basis of up to (i) 11,428,571 ordinary shares, par value $0.00002 per share (“Ordinary Shares”) and (ii) warrants to purchase up to 11,428,571 Ordinary Shares (“Warrants”), at an assumed exercise price of $0.42 per share. Each Ordinary Share is sold with one Warrant. We are offering the Ordinary Shares and Warrants at an assumed public offering price of $0.35 per share and accompanying warrants.

Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PHH”. On September 18, 2025, the last reported sale price of our Ordinary Shares on Nasdaq was $0.487 per share.

The actual number of securities and public offering price for the securities in this offering will be determined at the time of pricing and may be at a discount to the current market price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual offering price. The actual public offering price will be 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 12 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 Ordinary Shares, including that it could cause the value of our 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

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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 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

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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 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 8 and 9 of this prospectus.

	Per Ordinary Share	Total (assuming maximum offering)
Public Offering Price(1)	$	$
Placement Agent Commissions(2)	$	$
Proceeds to the Company Before Expenses(3)	$	$

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(1) The public offering price is $[•] per Ordinary Share.

(2) We have agreed to pay FT Global Capital, Inc. (the “placement agent”) commissions of 7.5% of the aggregate gross proceeds raised in this offering. We have also agreed to reimburse the placement agent for certain expenses. For a description of compensation payable to the placement agent. See “Plan of Distribution.”

(3) We estimate the total expenses of this offering payable by us, excluding the placement agent’s fees, will be approximately $[•].

We have engaged FT Global Capital, Inc. 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 agent. See “Plan of Distribution” of this prospectus for more information regarding these arrangements.

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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 on or about [*], 2025. The public offering price per Ordinary Share and one Warrant will be fixed for the duration of this offering.

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.

Prospectus dated , 2025.

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Special Note Regarding Forward-Looking Statements		11
Risk Factors		12
Use of Proceeds		14
Dividend Policy		15
Capitalization

SEC Form F-1 filed by Park Ha Biological Technology Co. Ltd.