As filed with the Securities and Exchange
Commission on November 9, 2023
Registration No. 333-274495
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
INTELLIGENT LIVING
APPLICATION GROUP INC.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Unit 2, 5/F, Block A, Profit Industrial Building
1-15 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
Tel: + (852) 2481 7938
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Phone: (800) 221-0102
Fax: (800) 944-6607
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey Li
FisherBroyles, LLP
1200 G Street NW, Suite 800
Washington, D.C. 20005
(202) 830-5905
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of the 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. x
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 x
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. ¨
† |
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.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the 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.
SUBJECT TO COMPLETION, DATED
November 9, 2023
PRELIMINARY PROSPECTUS
INTELLIGENT LIVING APPLICATION GROUP INC.
$80,000,000
Ordinary Shares
Preferred Shares
Warrants
Rights and
Units
We may, from time to
time in one or more offerings, offer and sell up to $80,000,000 in the aggregate of Ordinary Shares, Preferred Shares, warrants to
purchase Ordinary Shares or Preferred Shares, rights or any combination of the foregoing, either individually or as units comprised
of one or more of the other securities. The prospectus supplement for each offering of securities will describe in detail the plan
of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of
Distribution” in this prospectus.
This prospectus provides a
general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements
to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings.
The prospectus supplement and any related free writing prospectus may add, update or change information contained in this prospectus.
You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the
documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities. This prospectus
may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
We are a Cayman
Islands holding company without any operation; our operations are conducted by our wholly owned subsidiaries in Hong Kong and China.
There are legal and operational risks associated with being based in and having our operations in Hong Kong and China. Recently, the
PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance
notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies
listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and
expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central
Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the
securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant
governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision
over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC
securities laws. On December 28, 2021, Cybersecurity Review Measures were published by Cyberspace Administration of China or the
CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security,
Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration of Radio
and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration and State Cryptography
Administration and became effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators
(“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing
activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review
Office. On November 14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the
“Cyber Data Security Measure (Draft)”, which requires cyberspace operators with personal information of more than 1
million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. On July 7, 2022, CAC
promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires
the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i)
any data processor transfers important data to overseas; (ii) any critical information infrastructure operator or data processor who
processes personal information of over 1 million people provides personal information to overseas; (iii) any data processor who
provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive
personal information of more than 10,000 people to overseas since January 1st of the previous year; and (iv) other
circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. On February 17,
2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the
“New Overseas Listing Rules”) with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas
Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related
information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an
overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic
company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer
of shares or other means. According to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic
Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has
already obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed
such offering or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023
will be considered as an existing listed company and is not required to make any filing until it conducts a new offering in the
future. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering
and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days
after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas
securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or
(iv) voluntary or mandatory delisting. The New Overseas Listing Rules provide that the determination as to whether a
domestic company is indirectly offering and listing securities on an overseas market shall be made on a substance over form basis,
and if the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas offering and
listing by a Chinese domestic company: (i) any of the revenue, profit, total assets or net assets of the Chinese domestic entity is
more than 50% of the related financials in the issuer’s audited consolidated financial statements for the most recent fiscal
year; and (ii) the senior managers in charge of business operation and management of the issuer are mostly Chinese citizens or with
regular domicile in China, the main locations of its business operations are in China or main business activities are conducted in
China. The New Overseas Listing Rules also stipulate the legal consequences to the companies for breaches, including
failure to fulfill filing obligations or filing documents having false statement or misleading information or material omissions,
which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant responsible
persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance, the
National Administration of State Secretes Protection and the National Archives Administration released the Provisions on
Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic
Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic
enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the
system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such
PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state
secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory
agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials
which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant
securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be
subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the
territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities
services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of
which shall be subject to corresponding procedures in accordance with relevant laws and regulations. As of the date of this
prospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign
investments, or list and trade on a U.S. We are headquartered in Hong Kong and our major operational activities are carried out in
Hong Kong, our main places of business is located in Hong Kong, and none of the senior managers in charge of operation and
management of the Company is Chinese citizen or domiciled in China. Hong Kong is a special administrative region of the PRC and
the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative
Region of the People’s Republic of China, or the Basic Law, providing Hong Kong with a high degree of autonomy and
executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one
country, two systems”. Also, all the senior managers in charge of business operation and management of the Company and
its manufacturing subsidiary in China are non- Chinese citizens and and do not have regular domicile in China, the main location of
the business operations or business activities of the Company are in Hong Kong instead of mainland China and our manufacturing
subsidiary in China only supplies its products to its affiliates in Hong Kong and does not sell them in mainland
China. According to the advices by our Chinese legal counsel Guangdong Wesley Law Firm, we believe the New Overseas
Listing Rules by CSRC do not apply to the Company. The Company owns 100% equity interest of all its subsidiaries including the
manufacturing subsidiary in China and does not have a VIE structure. Our subsidiary in China manufactures and sells locksets to its
affiliate in Hong Kong and is not a cyberspace operator with personal information of more than 1 million users or activities that
affect or may affect national security and it does not have documents and materials which may adversely affect national security or
public interests. However, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which
could materially and adversely impact our business and financial outlook, may impact our ability to accept foreign investments,
offer our securities to investors or continue to list on a U.S. or other foreign exchange, and could impact our ability to conduct
our business. If there is significant change to current political arrangements between mainland China and Hong Kong, companies
operated in Hong Kong may face similar regulatory risks as mainland Chinese companies. Any change in foreign investment
regulations, and other policies in China or related enforcement actions by China government could result in a material change in our
operations and the value of our securities and could significantly limit or completely hinder our ability to offer our securities to
investors or cause the value of our securities to significantly decline or be worthless. The Holding Foreign Companies Accountable
Act, or the HFCA Act, was enacted on December 18, 2020. In accordance with the HFCA Act, trading in securities of any
registrant on a national securities exchange or in the over-the-counter trading market in the United States may be prohibited
if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor for three consecutive years
beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On December 29, 2022, a
legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was
signed into law by President Biden, which has shortened the Holding Foreign Companies Accountable Act’s timeline for a
potential trading prohibition from three years to two years, thus reducing the time period before our securities may be prohibited
from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement. The Company’s auditor, Wei, Wei
& Co., LLP is headquartered in the U.S. and the Public Company Accounting Oversight Board (United States) (the
“PCAOB”) currently has access to inspect the working papers of our auditor and our auditor is not subject to the
determinations announced by the PCAOB on December 16, 2021, which determinations were vacated on December 15, 2022. The Holding
Foreign Companies Accountable Act and related regulations currently does not affect the Company as the Company’s auditor is
subject to PCAOB’s inspection and investigation.
We are a holding company incorporated
in the Cayman Islands. As a holding company with no material operations of our own, we conduct a substantial majority of our business
through our operating subsidiaries in Hong Kong and China. The securities offered in this prospectus are securities of our Cayman
Islands holding company, not our operating subsidiaries.
As of the date of this
prospectus, no dividends or distributions have been made between the holding company, its subsidiaries or to investors including
U.S. investors. The holding company and its subsidiaries do not have any plan to distribute dividend in the foreseeable future. We
mainly conduct our marketing and sales, research and development and design activities through our wholly owned subsidiaries in Hong
Kong and manufacturing activities through our wholly owned subsidiary in China, Dongguan Xingfa Hardware Products Co., Limited
(“Xingfa”). As a result, almost all of our sales revenues are received by our Hong Kong subsidiaries which make payment
to Xingfa for the cost of products and reasonable markups. Transfers of funds among our Hong Kong subsidiaries or from our Hong Kong
subsidiaries to the holding company are free of restrictions. Remittances of funds from our Hong Kong subsidiaries to Xingfa are
subject to review and conversion of Hong Kong dollars (“HK$”) or U.S. dollars (“US$”) to Renminbi Yuan
(“RMB”) through Xingfa’s bank in China, which represents the State Administration of Foreign Exchange
(“SAFE”) to monitor foreign exchange activities. Under the existing PRC foreign exchange regulations, payments of
current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in
foreign currencies without prior approval from SAFE by complying with certain procedural requirements with the banks. The cash
transfer among the holding company and its subsidiaries is typically transferred through payment for intercompany product sales and
services or intercompany loans between holding company and subsidiaries. As of the date of
this prospectus, we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries, except
for the transfer from or to Xingfa, which is subject to review and procedures according to the requirements of the SAFE.
As of the date of this prospectus,
we do not have cash management policies and procedures in place that dictate how funds are transferred through our organization. Rather,
the funds can be transferred in accordance with the applicable laws and regulations.
The Company, we, us, our company,
Intelligent Living, ILAG, Registrant or similar terms used in this prospectus refer to Intelligent Living Application Group Inc., a company
incorporated under the laws of the Cayman Islands, including its consolidated subsidiaries, unless the context otherwise indicates. We
currently conduct our business through Intelligent Living Application Group Limited, a holding company incorporated under the laws of
the British Virgin Islands (“ILAG BVI”) and its subsidiaries Kambo Locksets Limited (“Kambo Locksets”), Kambo
Hardware Limited (“Kambo Hardware”), Bamberg (HK) Limited (“Bamberg”), and Hing Fat Industrial Limited (“Hing
Fat”) in Hong Kong and its subsidiary Dongguan Xingfa Hardware Products Co. Ltd. (“Xingfa”) in China.
As a holding company, we
may rely principally on dividends and other distributions on equity paid by our subsidiaries in Hong Kong and China for our cash and
financing requirements we may have. If any of our subsidiaries incur debt on their own behalf in the future, the instruments
governing such debt may restrict their ability to pay dividends to us. Under existing PRC foreign exchange regulations, payments of
current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in
foreign currencies without prior approval from State Administration of Foreign Exchange or SAFE by complying with certain procedural
requirements. However, approval from or registration with appropriate government authorities is required where the RMB is to be
converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in
foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current
account transactions. For our Hong Kong subsidiaries, our subsidiary in British Virgin Islands
and the holding company (“Non-PRC Entities”), there is no restrictions on foreign exchange for such entities and they
are able to transfer cash among these entities, across borders and to US investors. Also, there is no restrictions and limitations
on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries to the parent company
or from the holding company to the U.S. investors as well as the abilities to settle amounts owed. However, PRC may impose greater
restrictions on our Hong Kong subsidiaries’ abilities to transfer cash out of Hong Kong and to the holding company, which
could adversely affect our business, financial condition and results of operations. However, none of our subsidiaries has
made any dividends or other distributions to our holding company or any U.S. investors as of the date of this prospectus. In the
future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our
subsidiaries via capital contribution or shareholder loans, as the case may be.
Pursuant to General Instruction
I.B.5. of Form F-3, in no event we will sell the securities covered hereby in a public primary offering with a value more than one-third
of the aggregate market value of our Ordinary Shares held by non-affiliates of the Company in any 12-month period so long as the aggregate
market value of our outstanding Ordinary Shares held by non-affiliates remains below $75,000,000. The aggregate market value of our outstanding
voting and non-voting common equity held by non-affiliates is approximately $8.18 million based on the closing price of $0.94 per ordinary
share on November 8, 2023 and 8,700,000 ordinary shares held by non-affiliates. During the 12 calendar months prior to and including
the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Our Ordinary Shares are listed
on the Nasdaq Capital Market under the symbol “ILAG.” The applicable prospectus supplement will contain information, where
applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus
supplement.
Investing in our
securities involves a high degree of risk. See “Risk Factors” on page 11 of this prospectus and in the documents
incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing
prospectus and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this
prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our securities.
We may sell these securities
directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional information
on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters
are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and
any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of such securities and the
net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission 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.
The date of this prospectus is _____, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part
of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933,
as amended, or the Securities Act, using a “shelf” registration process. Under this shelf registration process, we may
from time to time sell Ordinary Shares, Preferred Shares, warrants to purchase Ordinary Shares or Preferred Shares, rights or any
combination of the foregoing, either individually or as units comprised of one or more of the other securities, in one or more
offerings up to a total dollar amount of $80,000,000. We have provided to you in this prospectus a general description of the
securities we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by law, provide
a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more
free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the
extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related free
writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus; provided
that if any statement in one of these documents is inconsistent with a statement in another document having a later date – for
example, a document filed after the date of this prospectus and incorporated by reference into this prospectus or any prospectus
supplement or any related free writing prospectus – the statement in the document having the later date modifies or supersedes
the earlier statement.
We have not authorized any
dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying
prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus and the accompanying
prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement constitute an offer to sell
or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of such document or that any
information we have incorporated by reference is correct on any date subsequent to the date of such document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As permitted by SEC rules
and regulations, the registration statement of which this prospectus forms a part includes additional information not contained in this
prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its offices described
below under “Where You Can Find More Information.”
Unless the context otherwise
requires, all references in this prospectus to “Intelligent Living”, “ILAG,” “we,” “us,”
“our,” “the Company,” “the “Registrant”, “holding company” or similar words refer
to Intelligent Living Application Group Inc., together with its subsidiaries.
“China” or
the “PRC” are to the mainland China, excluding Taiwan and the special administrative regions of Hong Kong and Macau
for the purposes of this prospectus only.
PROSPECTUS SUMMARY
Overview
Our
mission is to make life safer and smarter by designing and producing affordable, high-quality locksets and smart security systems.
Headquartered
in Hong Kong, we manufacture and sell high quality mechanical locksets to customers mainly in the United States (US) and Canada and have
continued to diversify and refine our product offerings in the past 40 years to meet our customers’ needs. We believe Xingfa
is one of the pioneers of mechanical lockset manufacturing in China. Since inception, to cope with our development and increase customer
satisfaction in quality, we keep investing in self-designed automated product lines, new craftsmanship and developing new products including
smart locks. In order to obtain the confidence of our customers, Xingfa has obtained the ISO9001quality assurance certificate.
Starting
in 2000, we offer products that comply with the American National Standards Institute (ANSI) Grade 2 and Grade 3 standards that are
developed by the Builders Hardware Manufacturing Association (BHMA) for ANSI. Our focus in producing mechanical locksets -
including locksets for outdoors (such as main entrances and gates) and indoors - has resulted in sustainable growth in our
business and raised our competitiveness. To maintain our growth, our products are beyond a simple lockset for security purposes, we
offer a wide range of Original Design Manufacturer (“ODM”) door locksets to various customer segments from
“Premium Series” to “Economy-oriented Series” with classic to contemporary looks, functions and colors.
To
meet increasing consumer needs for smart locks and smart home products, Hing Fat been researching and developing smart locks in the past
couple years. Hing Fat has been working on smart locks functions, communication protocols, available designs and have internally
worked out a general solution plan including mechanical and electronic parts but still need to further develop the software related parts
for such locks which we need external help. Most of our research and development on smart locks have been done internally by our technician
and engineers, except that Hing Fat hired outside services for approximately $25,000 in 2017. Because of tariff war and outbreak of COVID-19,
we did not further progress on the software for our smart locks until early 2023. Since then, we have initiated the process to develop
devices and software applications for our smart locks.
Currently,
approximately 96% of our revenues are from products sold to the US market, and the remaining products are sold to the Canadian market.
We build our distribution network by working together with our large and small business partners in different geographic areas to sell
our products.
For
40 years, we manufacture and sell high quality mechanical locksets and continue to grow and increase our product offerings. The predecessor
of Hing Fat commenced our business of selling door locksets in 1981. In 1983, we started processing door locksets to fulfill orders from
US customers with imported materials at a small manufacturing workshop in China which becomes our current manufacturing subsidiary, Xingfa.
Since then, our mission is to “produce high quality lockset products at affordable prices.”
Our
products comply with American National Standards Institute (ANSI) Grade 2 and Grade 3 standards, which were developed by the Builders
Hardware Manufacturing Association (BHMA) for ANSI. Our focus is to offer a variety of mechanical locksets for outdoor (such as main
entrances, gates) and indoor that we believe promotes sustainable growth and our competitiveness.
We
sell our products mainly to the US and Canada (“North America”) through one of our Hong Kong registered subsidiaries, Kambo
Locksets. Another Hong Kong registered subsidiary, Kambo Hardware, targets and distributes locksets and related hardware to countries
other than the US and Canada. And it mainly serves our customers in Asian countries.
We
are a holding company incorporated in the Cayman Islands. Our securities offered in this prospectus are securities of our Cayman Islands
holding company. As a holding company with no material operations of our own, we conduct our business through our operating subsidiaries
in Hong Kong and China.
Our
wholly owned subsidiary Xingfa is incorporated and operating in mainland China and it has received all permission required to obtain
from Chinese authorities to operate its current business in China, including Business license, Customs Registration Certificate,
Bank Account Open Permit and Approval regarding Environmental Protection. The Chinese government may intervene or influence our
operations in China or any securities offering at any time, which could result in a material change in our operations and our
ordinary shares could decline in value or become worthless. Other than these permits, we are not required to obtain permit and
approval from Chinese authorities to operate our business and to offer the Company’s securities being registered to foreign
investors. We or our subsidiaries are not covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve our business and
operations. We manufacture and sell lockset products and our products and services do not pose national security risks, based on the
advice of our PRC counsel, we are not subject to the report requirement under Cybersecurity Review Measures published by Cyberspace
Administration of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of
Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State
Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography
Administration on December 28, 2021, which became effective on February 15, 2022.
As of the date of this
prospectus, we (1) are not required to obtain permissions from any PRC authorities to issue our ordinary shares to foreign investors,
(2) are not subject to permission requirements from CSRC, CAC or any other entity that is required to approve of our operations in
China, and (3) have not received or were denied such permissions by any PRC authorities. We are headquartered in Hong Kong with our
chief executive officer, chief financial officer, chief operating officer and all members of the board of directors based in Hong Kong
who are not Chinese citizens and most of our revenues and profits are generated by our subsidiaries in Hong Kong. Although we don’t
believe we are a Chinese domestic entity as defined in the New Overseas Listing Rules published by CSRC on February 17, 2023,
it is not certain whether we might be determined as a Chinese entity under new rules, which will require us to file the offering related
documents with CSRC. Also, the General Office of the Central Committee of the Communist Party of China and the General Office of the State
Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the
Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration
over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the
current PRC regulatory environment, it is uncertain when and whether our PRC subsidiary, will be required to obtain permission from the
PRC government in connection with our listing on U.S. exchanges in the future, and even when such permission is obtained, whether it will
be denied or rescinded. If we or our subsidiaries do not receive or maintain such permissions or approvals, inadvertently conclude that
such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue to offer
our securities to investors and cause the value of our securities to significantly decline or become worthless.
There are legal and operational
risks associated with being based in and having all our operations in Hong Kong and China. These risks 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 be worthless. The enforcement of laws
and that rules and regulations in China can change quickly with little advance notice and the risk that the Chinese government may intervene
or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, could result in a material change in our operations and/or the value of our securities we are registering for sale. Any
actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers 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 be worthless.
Recently, the PRC
government initiated a series of regulatory actions and statements to regulate business operations in China with little advance
notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies
listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and
expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central
Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the
securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant
governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision
over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC
securities laws. On December 28, 2021, Cybersecurity Review Measures were published by Cyberspace Administration of China or the
CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security,
Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration of Radio
and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration and State Cryptography
Administration and became effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators
(“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing
activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review
Office. On November 14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the
“Cyber Data Security Measure (Draft)”, which requires cyberspace operators with personal information of more than 1
million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. On July 7, 2022, CAC
promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires
the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i)
any data processor transfers important data to overseas; (ii) any critical information infrastructure operator or data processor who
processes personal information of over 1 million people provides personal information to overseas; (iii) any data processor who
provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive
personal information of more than 10,000 people to overseas since January 1st of the previous year; and (iv) other
circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. On February 17,
2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The
New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and
report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and
listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market;
c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share
swap, transfer of shares or other means. According to the Notice on Arrangements for Overseas Securities Offering and Listing by
Domestic Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii)
has already obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed
such offering or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023
will be considered as an existing listed company and is not required to make any filing until it conducts a new offering in the
future. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering
and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days
after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas
securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or
(iv) voluntary or mandatory delisting. The New Overseas Listing Rules provide that the determination as to whether a
domestic company is indirectly offering and listing securities on an overseas market shall be made on a substance over form basis,
and if the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas offering and
listing by a Chinese domestic company: (i) any of the revenue, profit, total assets or net assets of the Chinese domestic entity is
more than 50% of the related financials in the issuer’s audited consolidated financial statements for the most recent fiscal
year; and (ii) the senior managers in charge of business operation and management of the issuer are mostly Chinese citizens or with
regular domicile in China, the main locations of its business operations are in China or main business activities are conducted in
China. The New Overseas Listing Rules also stipulate the legal consequences to the companies for breaches, including
failure to fulfill filing obligations or filing documents having false statement or misleading information or material omissions,
which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant responsible
persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance, the
National Administration of State Secretes Protection and the National Archives Administration released the Provisions on
Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic
Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic
enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the
system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such
PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state
secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory
agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials
which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant
securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be
subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the
territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities
services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of
which shall be subject to corresponding procedures in accordance with relevant laws and regulations. As of the date of this
prospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign
investments, or list and trade on a U.S. We are headquartered in Hong Kong and our major operational activities are carried out in
Hong Kong, our main places of business is located in Hong Kong, and none of the senior managers in charge of operation and
management of the Company is Chinese citizen or domiciled in China. Hong Kong is a special administrative region of the PRC and
the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative
Region of the People’s Republic of China, or the Basic Law, providing Hong Kong with a high degree of autonomy and
executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one
country, two systems”. Also, all the senior managers in charge of business operation and management of the Company and
its manufacturing subsidiary in China are non- Chinese citizens and and do not have regular domicile in China, the main location of
the business operations or business activities of the Company are in Hong Kong instead of mainland China and our manufacturing
subsidiary in China only supplies its products to its affiliates in Hong Kong and does not sell them in mainland
China. According to the advices by our Chinese legal counsel Guangdong Wesley Law Firm, we believe the New Overseas
Listing Rules by CSRC do not apply to the Company. The Company owns 100% equity interest of all its subsidiaries including the
manufacturing subsidiary in China and does not have a VIE structure. Our subsidiary in China manufactures and sells locksets to its
affiliates in Hong Kong and is not a cyberspace operator with personal information of more than 1 million users or activities that
affect or may affect national security and it does not have documents and materials which may adversely affect national security or
public interests. However, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which
could materially and adversely impact our business and financial outlook, may impact our ability to accept foreign investments,
offer our securities to investors or continue to list on a U.S. or other foreign exchange, and could impact our ability to conduct
our business. If there is significant change to current political arrangements between mainland China and Hong Kong, companies
operated in Hong Kong may face similar regulatory risks as mainland Chinese companies. Any change in foreign investment
regulations, and other policies in China or related enforcement actions by China government could result in a material change in our
operations and the value of our securities and could significantly limit or completely hinder our ability to offer our securities to
investors or cause the value of our securities to significantly decline or be worthless.
Our independent
registered public accounting firm that issues the audit report included in our annual report which is incorporated by reference in
this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is
subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the
applicable professional standards. Our auditor is headquartered in New York City, and has been inspected by the PCAOB on a regular
basis with the last inspection in 2020 and is not subject to the determinations announced by the PCAOB on December 16, 2021, which
determinations were vacated on December 15, 2022. 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 our auditor. If it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a
position taken by an authority in a foreign jurisdiction or any other reasons, the lack of inspection could cause the trading in our
securities to be prohibited under the Holding Foreign Companies Accountable Act and related regulations, and as a result Nasdaq may
delist our securities. If our securities are unable to be listed on another securities exchange, such a delisting would
substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated
with a potential delisting would have a negative impact on the price of our ordinary shares. Further, new laws and regulations or
changes in laws and regulations in both the United States and China could affect our ability to list and trade our ordinary shares
on Nasdaq, which could materially impair the market price for our securities.
Transfer of Cash To and From Our Subsidiaries
We
mainly conduct our marketing and sales, research and development and design activities through our wholly owned subsidiaries in Hong Kong
and manufacturing activities through our wholly owned subsidiary in China, Dongguan Xingfa Hardware Products Co., Limited. As a result,
almost all of our sales revenues are received by our Hong Kong subsidiaries which make payment to Xingfa for the cost of products and
reasonable markups. Transfers of funds among our Hong Kong subsidiaries or from our Hong Kong subsidiaries to the holding company are
free of restrictions. Remittances of funds from our Hong Kong subsidiaries to Xingfa are subject to review and conversion of HK$ or US$
to Renminbi Yuan (“RMB”) through Xingfa’s bank in China, which represents the SAFE to monitor foreign exchange activities.
Under the existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural
requirements with the banks. Currently, we don’t have any intentions to distribute earnings or settle amounts owed under our operating
structure other than the agreements entered under normal business operation as discussed above.
Intelligent
Living Application Group Inc. is incorporated in Cayman Islands as a holding company with no actual operations and it currently
conducts its business through its subsidiaries in Hong Kong and China. There has been no cash flows and transfers of other assets
between the holding company and its subsidiaries, other than that as of December 31, 2022, Kabmo Locksets and Intelligent
Living Application Group Limited (BVI), both wholly owned subsidiaries of ILAG had paid approximately $1,671,000 for expenses
related to this public offering of ILAG as intercompany loans and not as the dividend payment or distribution. None of our
subsidiaries has made any dividend payment or distribution to our holding company as of the date this prospectus and they have no
plans to make any distribution or dividend payment to the holding company in the near future. Neither the Company nor any of its
subsidiaries has made any dividends or distributions to U.S. investors as of the date of this prospectus.
All
transfers of cash are related to the operations of the subsidiaries in the ordinary course of business. For our Hong Kong subsidiaries,
our subsidiary in British Virgin Islands and the holding company (“Non-PRC Entities”), there is no restrictions on foreign
exchange for such entities and they are able to transfer cash among these entities, across borders and to US investors. Also, there is
no restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries
to the parent company or from the holding company to the U.S. investors as well as the abilities to settle amounts owed. However, PRC
may impose greater restrictions on our Hong Kong subsidiaries’ abilities to transfer cash out of Hong Kong and to the holding company,
which could adversely affect our business, financial condition and results of operations.
Regarding
cash transfer to and from Xingfa, we are able to have such transfer through banks in China under current account items, such as
profit distributions and trade and service-related foreign exchange transactions, which can be made in foreign currencies without
prior approval from SAFE by complying with certain procedural requirements with the banks. However, approval from or registration
with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to
pay capital expenses such as the repayment of loans denominated in foreign currencies. PRC laws and regulations allow an offshore
holding company to provide funding to our wholly owned subsidiary in China only through loans or capital contributions, subject to
the filing or approval of government authorities and limits on the amount of capital contributions and loans. Subject to
satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our wholly owned
subsidiary in China or make additional capital contributions to fund Xingfa’s capital expenditures or working capital. For an
increase of its registered capital, Xingfa needs to file such change of registered capital with the MOFCOM or its local
counterparts. If the holding company provide funding to Xingfa through loans, the total amount of such loans may not exceed the
difference between the entity’s total investment as approved by the foreign investment authorities and its registered capital.
Such loans must be registered with SAFE or its local branches. Under PRC law, Xingfa is also required to set aside at least 10% of
its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its
registered capital.
Summary of Risk Factors
Investing
in our securities involves significant risks. You should carefully consider all of the information in this prospectus before making an
investment in our securities. Below please find a summary of the principal risks we face, organized under relevant headings. These risks
are discussed more fully in “Item 3. Key Information—D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed on April 28, 2023 (the “2022 Form 20-F”), which is incorporated
herein by reference.
Risks Related to Our Business
| · | The global coronavirus COVID-19 pandemic
has caused significant disruptions to our business, which we expect will continue to have material negative impact on our business, results
of operations and financial condition. |
| · | The Chinese government’s recent enforcement
of “dual control of energy consumption” policy has caused disruptions to Xingfa manufacturing and our business and might continue
to have negative impact on our business, results of operations and financial condition. The enforcement was lifted by central government
in 2022 with occasional enforcement by local government when power consumption has reached peak capacity of local power plants. |
| · | We may not be successfully introducing smart
lock products that are currently under research and development. |
| · | We incurred net losses for the year ended December
31, 2022 and the past two years and may not be able to generate sufficient operating cash flows and working capital. As we completed our
public offering with net proceeds approximately $16.86 million in July 2022, we believe we have sufficient working capital to continue
as a going concern over the next 12 months. However, failure to manage our liquidity and cash flows may materially and adversely affect
our financial condition and results of operations. As a result, we may need additional capital, and financing may not be available on
terms acceptable to us, or at all. |
| · | Fluctuations in the price, availability or quality
of raw materials used in our products could cause manufacturing delays, adversely affecting our ability to provide goods to our customers
or increase costs, any of which could decrease our sales or earnings. |
| · | Xingfa may experience material disruptions to
its manufacturing operations in China that could result in material delays, quality control issues, increased costs and loss of business
opportunities, which may negatively impact our sales and financial results. |
| · | Changes in U.S. trade policies could significantly
reduce the volume of export goods into the United States, which may materially reduce our profit margin and our sales in the United States. |
| · | Environmental regulations impose substantial
costs and limitations on our operations and violation of environmental regulations might subject us to fines, penalties or suspension
of production which could have material negative impact on our financial results. |
| · | If we fail to implement and maintain an effective
system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations or prevent fraud. |
| · | We do not have any business insurance coverage. |
Risks Related to Doing Business in China
| · | Changes in China’s economic, political
or social conditions or government policies could have a material adverse effect on our business and results of operations. |
| · | Uncertainties and quick change in the interpretation
and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact on our business
operation, decrease the value of our ordinary shares and limit the legal protections available to us. |
| · | Any failure to comply with PRC regulations regarding
the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal
or administrative sanctions. |
| · | Regulatory bodies of the United States may be
limited in their ability to conduct investigations or inspections of our operations in China. |
| · | The Holding Foreign Companies Accountable Act,
or the HFCA Act, and the related regulations are evolving quickly. Further implementations and interpretations of or amendments to the
HFCA Act or the related regulations, or a PCOAB’s determination of its lack of sufficient access to inspect our auditor, might pose
regulatory risks to and impose restrictions on us because of our operations in mainland China. A potential consequence is that our ordinary
shares may be delisted by the exchange. The delisting of our ordinary shares, or the threat of our ordinary shares being delisted, may
materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct full inspections of
our auditor deprives our investors of the benefits of such inspections. |
| · | Substantial uncertainties exist with respect
to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and how it may impact the viability of our current
corporate structure, corporate governance, business operations and financial results. |
| · | Any change of regulations and rules by Chinese
government, including the limitations on usage of power, additional environmental protection requirements, moving technology in and out
of the PRC or restriction on cash transfer out of PRC, may intervene or influence our operations in China at any time and any additional
control over offerings conducted overseas and/or foreign investment in issuers with Chinese operations could result in a material change
in our business operations and/or the value of our ordinary shares and could significantly limit or completely hinder our ability to offer
our ordinary shares to investors and cause the value of such securities to significantly decline or be worthless. |
Risks Related to Doing Business in Hong
Kong
| · | It will be difficult to acquire jurisdiction
and enforce liabilities against us, our officers, directors and assets based in Hong Kong and China. |
| · | The Hong Kong legal system embodies uncertainties
which could negatively affect our listing on Nasdaq and limit the legal protections available to you and us. |
Risks Related to Our Ordinary Shares
| · | Our ordinary shares may be thinly traded and
you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate
your shares. |
| · | You may face difficulties in protecting your
interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States
and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the United States
courts. |
| · | Future sales or other dilution of our equity could depress the market price of our ordinary shares. Sales
of our ordinary shares, preferred shares, warrants, rights, units or any combination of the foregoing in the public
market, or the perception that such sales could occur, could negatively impact the price of our ordinary shares. If one or more of our
shareholders were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing
market price of our ordinary shares could be negatively affected. |
Our Organizational Structure
The Company’s organizational
chart as of the date of this prospectus is as follows:
Corporate Information
Our
principal executive office is located at Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai
Chung, New Territories, Hong Kong. Our telephone number at this address is +852 2481 7938. Our registered office in the Cayman
Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111. Our agent for service of process
in the United States is Cogency, located at 122 East 42nd Street,
18th Floor, New York, NY 10168, United States. We
maintain a website at www. i-l-a-g.com that contains information about our Company,
though no information contained on our website is part of this prospectus.
Transfer Agent and Registrar
The transfer agent and registrar
for our Ordinary Shares is VStock Transfer, LLC at 18 Lafayette Place, Woodmere, New York 11598.
NASDAQ Capital Market Listing
Our Ordinary Shares are listed
on the NASDAQ Capital Market under the symbol “ILAG”.
The Offering
Issuer |
Intelligent Living Application Group Inc. |
|
|
Securities We May Offer |
We may offer up to $80,000,000 in aggregate amount of our ordinary shares and preferred shares, warrants, rights, either individually or in units. |
|
|
Use of Proceeds |
We will use the net proceeds from the sale of our securities for growth and general corporate purposes. |
|
|
Risk Factors |
See “Risk Factors” on page 11 and other information we include or incorporate by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares. |
|
|
NASDAQ Market Symbol |
ILAG |
RISK FACTORS
Investing in our
securities involves risk. Before you decide to buy our securities, you should carefully consider the risks described under “Item
3. Key Information—D. Risk Factors” in our 2022 Form 20-F, which is incorporated herein by reference, as well
as the risks that are described in the applicable prospectus supplement and in other documents incorporated by reference into this prospectus.
If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and you may lose all
or part of your investment.
Please
see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” for information
on where you can find the documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.
FORWARD-LOOKING STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the
use of terms such as “may,” “will,” “should,” “believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking
statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of future
performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and results
to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements speak only
as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results of any
revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update
or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect
thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual
results and events to differ materially from our forward-looking statements is included in our periodic reports filed with the SEC and
in the risk factors disclosed in this prospectus, in the documents incorporated by reference herein
or in any applicable prospectus supplement.
USE OF PROCEEDS
Except as described in any
prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds
from the sale of the securities offered under this prospectus to fund the development and growth of our business, primarily working
capital, and for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in technologies and/or
businesses that we believe will enhance the value of our Company, although we have no current commitments or agreements with respect to
any such transactions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for
the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will
be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities.
DESCRIPTION OF SHARE CAPITAL
The following is a summary
of our share capital and certain provisions of our Amended and Restated Memorandum and Articles of Association. This summary does not
purport to be complete and is qualified in its entirety by the provisions of our Amended and Restated Memorandum and Articles of Association
and applicable provisions of the laws of the Cayman Islands. You are encouraged to read the relevant provisions of the Companies Act and
of our Amended and Restated Memorandum and Articles of Association as they relate to the following summary.
See “Where You Can Find
More Information” elsewhere in this prospectus for information on where you can obtain copies of our Second Amended and Restated
Memorandum and Articles of Association (the “Current M&A”), which have been filed with and are publicly available
from the SEC.
Our authorized share capital
is $50,000.00 divided into 500,000,000 shares comprising of (i) 450,000,000 ordinary shares of a nominal or par value of $0.0001 each;
and (ii) 50,000,000 preferred shares of a nominal or par value of $0.0001 each.
DESCRIPTION OF ORDINARY SHARES
As of the date of this
prospectus, 18,060,000 ordinary shares are outstanding and listing on Nasdaq Capital Market under symbol “ILAG”.
Dividends. Subject
to any rights and restrictions of any other class or series of shares, our board of directors may, from time to time, declare dividends
on the shares issued and authorize payment of the dividends out of our lawfully available funds. Dividends may be declared and paid out
of the profits of the Company, realized or unrealized, or from any reserve set aside from profits which the Directors determine is no
longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorized
for this purpose in accordance with the Companies Act (as revised) of the Cayman Islands (the “Companies Act”). “Share
premium account,” represents the excess of the price paid to our company on issue of its shares over the par or “nominal”
value of those shares, which is similar to the U.S. concept of additional paid in capital.
No dividend shall bear interest
against the Company.
Voting Rights. The
holders of our ordinary shares are entitled to (in a poll) one vote per share, including the election of directors. Voting at any meeting
of shareholders is by show of hands unless a poll is demanded. On a show of hands every shareholder present in person or by proxy shall
have one vote. On a poll every shareholder entitled to vote (in person or by proxy) and shall have one vote for each fully paid share
for which he/she is the holder. A poll may be demanded by the chairman of such meeting or by any one or more shareholders who together
hold not less than ten percent (10%) of the votes attached to the then issued share capital of the Company, present in person or
in the case of a shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote
at the meeting. At any general meeting of the Company, two (2) shareholders entitled to vote and present in person or by proxy or
(in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third of the votes
attached to the then issued share capital of the Company throughout the meeting shall form a quorum for all purposes. While not required
by our articles of association, a proxy form will accompany any notice of general meeting convened by the directors to facilitate the
ability of shareholders to vote by proxy.
Any ordinary resolution to
be made by the shareholders requires the affirmative vote of a simple majority of the votes of the ordinary shares cast in a general meeting,
while a special resolution requires the affirmative vote of no less than two-thirds of the votes of the ordinary shares cast in a general
meeting. Under Cayman Islands law, some matters, such as amending the memorandum and articles or changing the name, require approval of
shareholders by a special resolution.
There are no limitations on
non-residents or foreign shareholders to hold or exercise voting rights on the ordinary shares imposed by foreign law or by the memorandum
and articles of association of our Company. However, no person will be entitled to vote at any general meeting or at any separate meeting
of the holders of the ordinary shares unless the person is registered as of the record date for such meeting and unless all calls or other
sums presently payable by the person in respect of ordinary shares in the Company have been paid.
Winding Up; Liquidation.
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the
time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution
amongst the shareholders of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of
the winding up, the excess shall be distributed pari passu amongst such shareholders in proportion to the amount paid up on the shares
held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Shareholders
as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be,
the losses shall be borne by the Shareholders in proportion to the capital paid up, or which ought to have been paid up, at the commencement
of the winding up on the shares held by them respectively. The liquidator may, with the authority of a special resolution and any other
sanction required by the Act, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company and whether
or not the assets are of the same of different kinds.
Calls on Ordinary
Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any
amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time
and place of payment. Any ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary
Shares. We may issue shares that are, or at the Company’s option, or at the option of the holders of such shares are, subject
to redemption on such terms and in such manner as it may, before the issuance of the shares, determine. Under the Companies Act, shares
of a Cayman Islands exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue
of shares made for that purpose, out of share premium account or out of capital, provided the memorandum and articles authorize this and
the company has the ability to pay its debts as they come due in the ordinary course of business.
No Preemptive Rights. Holders
of ordinary shares will have no pre-emptive or preferential right to purchase any securities of our company.
Variation of Rights Attaching
to Shares. If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the memorandum and articles, be modified or abrogated
with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Anti-Takeover Provisions.
Some provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our company
or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred
shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without
any further vote or action by our shareholders.
Transfer of Ordinary Shares. Subject
to the restrictions contained in our current articles of association, any of our shareholders may transfer all or any of his or her ordinary
shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange (as defined in
the Current M&A) or any other form approved by our board of directors.
Our board of directors may,
in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien.
Our board of directors may also decline to register any transfer of any ordinary share unless:
| · | the instrument of transfer is lodged with us,
accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably
require to show the right of the transferor to make the transfer; |
| · | the instrument of transfer is in respect of only
one class of shares; |
| · | the instrument of transfer is properly stamped,
if required; |
| · | in the case of a transfer to joint holders, the
number of joint holders to whom the share is to be transferred does not exceed four; and |
| · | a fee of such maximum sum as the Nasdaq Capital
Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to
register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each
of the transferor and the transferee notice of such refusal.
The registration of transfers
may, after compliance with any notice require of the Designated Stock Exchange (as defined in the Current M&A), be suspended and the
register closed at such times and for such periods as our board of directors may, in their absolute discretion, from time to time determine,
provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days
in any calendar year.
Inspection of Books and
Records. Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of
shareholders or our corporate records (other than the memorandum and articles of association, the register of mortgages and charges, a
list of directors and copies of any special resolutions passed by our shareholders). However, we will provide our shareholders with annual
audited financial statements.
General Meeting of Shareholders. Shareholders’
meetings may be convened by a majority of our board of directors or our chairman. Advance notice of not less than ten clear days
is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum
required for and throughout a meeting of shareholders consists of at least two shareholders entitled to vote and present in person or
by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third of all
voting power of our share capital in issue.
Exempted Company. We are an exempted company
incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted
companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to
be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except
that an exempted company:
| · | does not have to file an annual return of its
shareholders with the Registrar of Companies; |
| · | is not required to open its register of members
for inspection to the public; |
| · | does not have to hold an annual general meeting; |
| · | may issue shares with no par value; |
| · | may obtain an undertaking against the imposition
of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| · | may register by way of continuation in another
jurisdiction and be deregistered in the Cayman Islands; |
| · | may register as a limited duration company; and |
| · | may register as a segregated portfolio company. |
“Limited liability” means that the
liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except
in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or
other circumstances in which a court may be prepared to pierce or lift the corporate veil).
DESCRIPTION OF PREFERRED SHARES
Our board of directors is
empowered to designate and issue from time to time one or more classes or series of preferred shares and to fix and determine the relative
rights, preferences, designations, qualifications, privileges, options, conversion rights, limitations and other special or relative rights
of each such class or series so authorized. Such action could adversely affect the voting power and other rights of the holders of our
ordinary shares or could have the effect of discouraging any attempt by a person or group to obtain control of us.
As of the date of this prospectus,
there are no outstanding shares of preferred shares of any series.
You
should refer to the prospectus supplement relating to the series of preferred shares being offered for the specific terms of that series,
including:
|
● |
title of the series and the number of shares in the series; |
|
● |
the price at which the preferred shares will be offered; |
|
● |
the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred shares being offered will cumulate; |
|
● |
the voting rights, if any, of the holders of preferred shares being offered; |
|
● |
the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred shares being offered, including any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund installments; |
|
● |
the liquidation preference per share; |
|
● |
the terms and conditions, if applicable, upon which the preferred shares being offered will be convertible into our Ordinary Shares, including the conversion price, or the manner of calculating the conversion price, and the conversion period; |
|
● |
the terms and conditions, if applicable, upon which the preferred shares being offered will be exchangeable for debt securities, including the exchange price, or the manner of calculating the exchange price, and the exchange period; |
|
● |
any listing of the preferred shares being offered on any securities exchange; |
|
● |
a discussion of any material federal income tax considerations applicable to the preferred shares being offered; |
|
● |
the relative ranking and preferences of the preferred shares being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; |
|
● |
any limitations on the issuance of any class or series of preferred shares ranking senior or equal to the series of preferred shares being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and |
|
● |
any additional rights, preferences, qualifications, limitations and restrictions of the series. |
Upon
issuance, the preferred shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price
in full and we may not require them to pay additional funds in connection with the issue thereof.
Any
preferred share terms selected by the Board could decrease the amount of earnings and assets available for distribution to holders of
our Ordinary Shares or adversely affect the rights and power, including voting rights, of the holders of our Ordinary Shares without any
further vote or action by the stockholders. The rights of holders of our Ordinary Shares will be subject to, and may be adversely affected
by, the rights of the holders of any preferred shares that may be issued by us in the future. The issuance of preferred shares could also
have the effect of delaying or preventing a change in control of our company or make removal of management more difficult.
Description
of Warrants
The following summary of certain
provisions of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions
of the warrant agreement that will be filed with the SEC in connection with the offering of such warrants.
General
We
may issue warrants for the purchase of Ordinary Shares and/or Preferred Shares in one or more series. We may issue warrants independently
or together with Ordinary Shares and/or Preferred Shares and the warrants may be attached to or separate from these securities. While
the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular
series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject
to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to
the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related
to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the
complete warrant agreements and warrant certificates that contain the terms of the warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
|
● |
the title of such warrants; |
|
● |
the aggregate number of such warrants; |
|
● |
the price or prices at which such warrants will be issued and exercised; |
|
● |
the currency or currencies in which the price of such warrants will be payable; |
|
● |
the securities purchasable upon exercise of such warrants; |
|
● |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
|
● |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
|
● |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
|
● |
if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
|
● |
information with respect to book-entry procedures, if any; |
|
● |
any material Cayman Islands or United States federal income tax consequences; |
|
● |
the antidilution provisions of the warrants, if any; and |
|
● |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
Exercise of Warrants
Each warrant will
entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we
describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the Company in immediately available funds, as provided in the applicable prospectus
supplement. We will set forth in the warrant certificate and in the applicable prospectus supplement the information that the holder of
the warrant will be required to deliver to the Company for warrant exercise.
If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants.
If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise
price for warrants.
Outstanding Warrants
As of the date of this prospectus,
there are outstanding warrants to purchase 253,000 Ordinary Shares.
DESCRIPTION OF SUBSCRIPTION RIGHTS
The following summary of certain
provisions of the subscription rights does not purport to be complete and is subject to, and qualified in its entirety by reference to,
the provisions of the certificate evidencing the subscription rights that will be filed with the SEC in connection with the offering of
such subscription rights.
General
We may issue subscription
rights to purchase ordinary shares or preferred shares. Subscription rights may be issued independently or together with any other offered
security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription
rights offerings, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters
will purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription
rights offering to our shareholders, we will distribute certificates evidencing the subscription rights and a prospectus supplement to
our shareholders on the record date that we set for receiving subscription rights in such subscription rights offering.
The applicable prospectus
supplement will describe the following terms of subscription rights in respect of which this prospectus is being delivered:
|
● |
the title of such subscription rights; |
|
● |
the securities for which such subscription rights are exercisable; |
|
● |
the exercise price for such subscription rights; |
|
● |
the number of such subscription rights issued to each shareholder; |
|
● |
the extent to which such subscription rights are transferable; |
|
● |
if applicable, a discussion of the material Cayman Islands or United States federal income tax considerations applicable to the issuance or exercise of such subscription rights; |
|
● |
the date on which the right to exercise such subscription rights shall commence, and the date on which such rights shall expire (subject to any extension); |
|
● |
the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities; |
|
● |
if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering; and |
|
● |
any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise of such subscription rights. |
Exercise of Subscription Rights
Each subscription right will
entitle the holder of the subscription right to purchase for cash such amount of securities at such exercise price as shall be set forth
in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights
may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus
supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.
Subscription rights may be
exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the
subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or
any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the ordinary shares or preferred shares
purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than shareholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The following summary of certain
provisions of the units does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions
of the certificate evidencing the units that will be filed with the SEC in connection with the offering of such units.
We may issue units comprised
of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of
the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit agreement under
which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or
at any time before a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus
supplement will describe:
|
● |
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
|
● |
any unit agreement under which the units will be issued; |
|
● |
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
|
● |
whether the units will be issued in fully registered or global form. |
PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii)
through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which
may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The
prospectus supplement will include the following information:
|
● |
the terms of the offering; |
|
● |
the names of any underwriters or agents; |
|
● |
the name or names of any managing underwriter or underwriters; |
|
● |
the purchase price of the securities; |
|
● |
any over-allotment options under which underwriters may purchase additional securities from us; |
|
● |
the net proceeds from the sale of the securities; |
|
● |
any delayed delivery arrangements; |
|
● |
any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
|
● |
any initial public offering price; |
|
● |
any discounts or concessions allowed or reallowed or paid to dealers; |
|
● |
any commissions paid to agents; and |
|
● |
any securities exchange or market on which the securities may be listed. |
Sale Through Underwriters or Dealers
Only underwriters named in
the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters are used in the sale,
the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions.
Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus
or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject
to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The
underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used in the
sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
We will provide in the applicable
prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection with the offering of the securities,
and any discounts, concessions or commissions allowed by underwriters to participating dealers.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold
through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered
securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date
in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus
supplement states otherwise, other than our Ordinary Shares, all securities we offer under this prospectus will be a new issue and will
have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage
in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange
Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or
maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after
the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a
syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and
dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with
or perform services for us, in the ordinary course of business.
EXPENSES OF ISSUANCE
AND DISTRIBUTION
The following table sets forth
the various expenses in connection with the sale and distribution of the securities being registered. We will bear all of the expenses
shown below.
Securities and Exchange Commission registration fee |
|
$ |
8,816 |
|
Printing expenses |
|
|
|
* |
Legal fees and expenses |
|
|
|
* |
Accounting fees and expenses |
|
|
|
* |
Transfer agent fees and expenses |
|
|
|
* |
Miscellaneous |
|
|
|
* |
Total |
|
$ |
|
* |
* |
The amount of securities and number of offerings are indeterminable, and the expenses cannot be estimated at this time. |
LEGAL MATTERS
We are being represented
by FisherBroyles, LLP with respect to legal matters of United States federal securities and New York State law. The validity of our Ordinary
Shares offered in any offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman.
Legal matters as to Hong Kong law will be passed upon for us by Stevenson, Wong & Co., our Hong Kong legal counsel. Legal matters
as to Chinese law will be passed upon for us by Guangdong Wesley Law Firm, our Chinese legal counsel. FisherBroyles, LLP may rely upon
Conyers Dill & Pearman with respect to matters governed by Cayman Islands law, Stevenson, Wong & Co. with respect to
matters governed by Hong Kong law and Guangdong Wesley Law Firm with respect to matters governed by Chinese law.
EXPERTS
The consolidated
financial statements as of December 31, 2022 and 2021, and for each of the years in the three years period ended December 31, 2022,
incorporated by reference from the Company’s Annual Report on Form
20-F for the year ended December 31, 2022, have been audited by Wei, Wei & Co., LLP, an independent registered public
accounting firm, as set forth in its report, which is incorporated herein by reference, in reliance upon such report given on the
authority of such firm as experts in accounting and auditing. The office of Wei, Wei & Co., LLP is located at 133-10, 39th
Avenue, Flushing, New York 11354.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them. This means that we can disclose important information to you by referring you to
those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference
of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information
contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part
of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated
by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically
updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and
information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed
later.
We hereby incorporate by reference
into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
Our 2022 Form 20-F Annual
Report contains a description of our business and audited consolidated financial statements with a report by our independent auditors.
The consolidated financial statements are prepared and presented in conformity with U.S. generally accepted accounting principles.
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits
are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner,
who receives a copy of this prospectus on the written or oral request of that person made to: Intelligent Living Application Group Inc.
Attn: Chief Operating Officer, Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories,
Hong Kong and email: info@i-l-a-g.com
You should rely only on the
information that we incorporate by reference or provide in this prospectus. We have not authorized anyone to provide you with different
information. We are not making any offer of these securities in any jurisdiction where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those
documents.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules,
this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms
a part. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these
documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus
forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this
prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
We are subject to the information
reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance with these requirements,
we file annual and current reports and other information with the SEC. You may inspect, read (without charge) and copy the reports and
other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an internet website at www.sec.gov that contains our filed reports and other information that we file electronically
with the SEC.
We maintain a corporate website
at www. i-l-a-g.com. Information contained on, or that can be accessed through, our website
does not constitute a part of this prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because of certain
benefits associated with being a Cayman Islands exempted company, such as:
|
· |
political and economic stability; |
|
· |
an effective judicial system; |
|
· |
a favorable tax system; |
|
· |
the absence of exchange control or currency
restrictions; and |
|
· |
the availability of professional and support services. |
However, certain disadvantages
accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:
The Cayman Islands has a less
developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to
investors; and Cayman Islands companies may not have standing to sue before the federal courts of the United States.
Our constitutional documents
do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us,
our officers, directors and shareholders, be arbitrated. Currently, all of our operations are conducted in Hong Kong and China, and substantially
all of our assets are located in Hong Kong and China. All of our officers are nationals or residents outside of the United States and
a substantial portion of their assets are located outside of the United States. As a result, it may make it more difficult for a shareholder
or an investor to effect service of process within the United States upon these persons, or to enforce against us or our officers or directors
with the judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities
laws of the United States or any state in the United States.
We have appointed Cogency
Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent to receive service of process with
respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the
United States or of any State in the United States.
Conyers Dill & Pearman,
our counsel as to Cayman Islands law and Stevenson, Wong & Co., our counsel as to Hong Kong law have advised us, respectively,
that there is uncertainty as to whether the courts of the Cayman Islands would:
|
● |
recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or |
|
● |
entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. |
Cayman Islands
Conyers Dill & Pearman has informed us
that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman
Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to
whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts
of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize
or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on
making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws,
it is uncertain whether such judgments would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised
us that the courts of the Cayman Islands would recognize as a valid judgment a final and conclusive judgment in personam obtained in the
federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple
damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam
judgment for non-monetary relief, and would give a judgment based thereon provided that: (a) such courts had proper jurisdiction
over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands;
(c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy
of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment
by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.
Hong Kong
Stevenson, Wong & Co., our counsel
with respect to Hong Kong law, has advised us that judgment of United States courts will not be directly enforced in Hong Kong.
There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong
and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign
judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to
it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions,
including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is
for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in
which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public
policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a "competent" court as determined by
the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common
law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary
to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the
judgment debtor.
Intelligent
Living Application Group Inc.
$80,000,000
Ordinary Shares,
Preferred Shares,
Warrants,
Rights and
Units
PROSPECTUS
______, 2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
We are a Cayman Islands exempted
company. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association
provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except in respect of
any fraud or dishonesty which may attach to them. In addition, we have entered into indemnification agreements with our directors and
executive officers that provide such persons with additional indemnification beyond that provided in our current memorandum and articles
of association.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 9. Exhibits
* |
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed or furnished pursuant to the Exchange Act of the Registrant and incorporated herein by reference. |
|
|
** |
Previously filed. |
Item 10 Undertakings
|
(a) |
The undersigned registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b).
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
|
(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(b) |
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, on November 9, 2023.
|
Intelligent Living Application Group Inc. |
|
|
|
By: |
/s/ Bong Lau |
|
|
Name: |
Bong Lau |
|
|
Title: |
Chief Executive Officer and Chairman of the Board |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Bong Lau and Frederick Wong, and each of them, as his
or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements
to this registration statement on Form F-3 and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following persons in the capacities
and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bong Lau |
|
Chief Executive Officer and Chairman of the Board |
|
November 9, 2023 |
Bong Lau |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Frederick Wong |
|
Chief Financial Officer |
|
November 9, 2023 |
Frederick Wong |
|
(Principal Accounting and Financial Officer) |
|
|
|
|
|
|
|
/s/ Wynn Hui |
|
Chief Technical Officer and Director |
|
November 9, 2023 |
Wynn Hui |
|
|
|
|
|
|
|
|
|
/s/ Monique Ho |
|
Director |
|
November 9, 2023 |
Monique Ho |
|
|
|
|
|
|
|
|
|
/s/ Carina Chui |
|
Director |
|
November 9, 2023 |
Carina Chui |
|
|
|
|
|
|
|
|
|
/s/ Chun Fai (Kenneth) Liu |
|
Director |
|
November 9, 2023 |
Chun Fai (Kenneth) Liu |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Intelligent Living
Application Group Inc. has signed this registration statement on the 9th day of November, 2023.
|
Authorized U.S. Representative |
|
Cogency Global Inc. |
|
|
|
/s/ Colleen A. DeVries |
|
Name: |
Colleen A. DeVries |
|
Title: |
Senior Vice President |
Exhibit 23.1
![](https://www.sec.gov/Archives/edgar/data/1814963/000110465923116331/tm2325237d1_ex23-1img001.jpg)
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this Form F-3 of our report dated April 28, 2023, relating to the consolidated financial statements of Intelligent Living
Application Group Inc. and Subsidiaries for the years ended December 31, 2022 and 2021, included in the Registrant’s 2022 annual
report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2023.
/s/ Wei, Wei & Co., LLP |
|
|
|
Flushing, New York |
|
November 9, 2023 |
|
Exhibit 23.4
Consent Form
We
are a qualified law firm and lawyers in the People’s Republic of China (“PRC”),
and we have been engaged by Intelligent Living Application Group Inc., a company incorporated in the Cayman Islands (the “Company”),
to advise on certain legal matters related to the PRC laws and regulations.
We
hereby consent to the use of this consent as an exhibit to the Registration Statement on Form F-3, as amended (the “Registration
Statement”), to be filed with the U.S. Securities and Exchange Commission.
We further consent to the use of our name and to all references made to us in the Registration Statement, reply to the U.S. Securities
and Exchange Commission and in the prospectus forming a part thereof.
In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, or under
the U.S. Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
|
Guangdong Wesley Law Firm
(seal) |
|
|
|
Date: 2023/11/03 |
Intelligent Living Appli... (NASDAQ:ILAG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Intelligent Living Appli... (NASDAQ:ILAG)
Historical Stock Chart
From Sep 2023 to Sep 2024