F-3 1 ea0267096-01.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on November 26, 2025

Registration No. 333-[ ]

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

_____________________________________

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

U-BX Technology Ltd.

(Exact name of registrant as specified in its charter)

_____________________________________

Cayman Islands		7370		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
+86 100651-20297

(Address and telephone number of principal executive offices)

_____________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102

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

_____________________________________

Copies to:

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

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

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 that 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

		Page
About this Prospectus		ii
Commonly Used Defined Terms		iii
Note Regarding Forward-Looking Statements		v
Prospectus Summary		1
Risk Factors		7
Use of Proceeds		11
Dilution		12
Description of Share Capital		13
Description of Debt Securities		24
Description of Warrants		28
Description of Rights		30
Description of Units		31
Plan of Distribution		32
Legal Matters		34
Experts		34
Financial Information		34
Information Incorporated by Reference		35
Where You Can Find More Information		36
Enforceability of Civil Liabilities		37
Indemnification for Securities Act Liabilities		39

Exhibit No.		Description
1.1		Form of Underwriting Agreement*
3.1		Fourth Amended and Restated Memorandum and Articles of Association, currently in effect (incorporated herein by reference to Exhibit 3.1 to our current report on Form 6-K (File No. 001-41987), filed with the SEC on November 6, 2025)
4.1		Specimen Certificate for Class A Ordinary Shares*
4.2		Form of Warrant Agreement and Warrant Certificate*
4.3		Form of Right Agreement and Right Certificate*
4.4		Form of Unit Agreement and Unit Certificate*
4.5		Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any#*
4.6		Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any#*
4.7		Form of debt securities, if any*
5.1		Opinion of Ogier as to the legality of the securities being registered
23.1		Consent of HTL International, LLC
23.2		Consent of Ogier (included in Exhibit 5.1)
23.3		Consent of Jiangsu Junjin Law firm
24.1		Power of Attorney
107		Filing Fee Table

		U-BX Technology Ltd.
		By:		/s/ Jian Chen
				Jian Chen
				Chief Executive Officer and Director

Signature	Title	Date
/s/ Jian Chen	Chief Executive Officer and Director	November 26, 2025
Jian Chen	(Principal Executive Officer)
/s/ Qingcai Li	Chief Financial Officer	November 26, 2025
Qingcai Li	(Principal Accounting and Financial Officer)
/s/ Xu Xie	Independent Director	November 26, 2025
Xu Xie
/s/ Da Yang	Independent Director	November 26, 2025
Da Yang
/s/ Shaolan Ma	Independent Director	November 26, 2025
Shaolan Ma

SEC Form F-3 filed by U-BX Technology Ltd.