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Primary Offering of
38,000,000 Ordinary Shares
Selling Shareholder Offering of
12,000,000 Ordinary Shares
Meiwu Technology Company Limited
This prospectus relates a best-efforts offering of up to 38,000,000 ordinary shares, no par value each (the "Ordinary Shares"), of Meiwu Technology Company Limited (the "Company"). We are offering the Ordinary Shares at a fixed public offering price of $0.8 per share. This prospectus also relates to the offer and resale of 12,000,000 Ordinary Shares from time to time by Changbin Xia, the Chairman of the Company (the "Selling Shareholder"). Mr. Xia purchased 12,000,000 Ordinary Shares at a per share price of $0.8, pursuant to a certain securities purchase agreement (the "SPA"), entered into between the Company and the Selling Shareholder on September 5, 2025.
Mr. Xia will offer and sell the shares on behalf of the Company and the shares he holds in his personal capacity. Mr. Xia will enter into a lock-up agreement (the "Lock-Up Agreement") with the Company on the effective date of this registration statement, pursuant to which, Mr. Xia will agree not to directly or indirectly sell, offer, contract or grant any option to sell, pledge, transfer (excluding intra-family transfers, transfers to a trust for estate planning purposes or to beneficiaries of officers, directors and shareholders upon their death), or otherwise dispose of or enter into any transaction which may result in the disposition of any Ordinary Shares or securities convertible into, exchangeable or exercisable for any Ordinary Shares, without the prior written consent of the Company, for a period of 180 days following the effective date of this registration statement (the "Lock-Up Period"). As a result, Mr. Xia will sell his shares after the closing of the primary offering of the Company.
Our primary offering is a "best efforts" offering and there is no minimum purchase requirement. The shares will be offered at a fixed price of $0.8 per share for the duration of the offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell a number of securities sufficient to pursue the business goals outlined in this prospectus. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.
We will receive proceeds from the issuance and sale of our primary offering. We will not receive any proceeds from the sale of shares by the Selling Shareholder pursuant to this prospectus.
We plan to use the net proceeds from the primary offering for the following purposes: We plan to use the net proceeds from the primary offering for the following purposes: approximately 9.5% to conduct online marketing campaigns to enhance exposure of our brand IP "Gongfuzhiye (功肤之夜)"; approximately 28% to establish a network of over 1,500 offline affiliate stores to expand market coverage and influence; approximately 12.5% for working capital and general corporate operating purposes, including, but not limited to, personnel costs associated with recruitment of affiliate stores; and approximately 50% for bitcoins investment. See "Use of Proceeds".
Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol "WNW". On September 12, 2025, the last reported sale price of our Ordinary Shares on Nasdaq was $2.46 per share.
Posted In: WNW
