As filed with the Securities and Exchange Commission
on February 16, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TDH HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands |
|
Not Applicable |
(State or other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province
People’s Republic of China
Tel: +86-532-8615-7918
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Puglisi & Associates.
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
With copies to:
Matthew B. Chmiel, Esq.
McGuireWoods LLP
Gateway Plaza, 800 E. Canal St.
Richmond, Virginia 232219
(804) 775-7631
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act . ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act or until the 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. No person may sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This preliminary 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
February 16, 2022
PROSPECTUS
TDH HOLDINGS, INC.
21,886,536 Common Shares
This prospectus relates to the resale, from
time to time, by the selling shareholders (the “Selling Shareholders”) identified in this prospectus under the
caption “Selling Shareholders,” of up to 21,886,536 of our common shares (the “Common Shares”), par
value $0.001 per share. We issued the Common Shares to eight accredited investors on January 11, 2022, pursuant to a securities
purchase agreement and warrant agreement for consideration of $194,400 thousand for the warrants. We are not selling any Common
Shares under this prospectus and will not receive any proceeds from the sale of the Common Shares by the Selling Shareholders. The
registration of the resale of the Common Shares does not necessarily mean that any of the Common Shares will be offered or sold by
the Selling Shareholders. We have agreed to bear all of the expenses incurred in connection with the registration of the Common
Shares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the Common Shares. We
will not receive proceeds from any sales of the Common Shares.
The Selling Shareholders may sell the Common Shares
offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or
through any other means described in this prospectus under the caption “Plan of Distribution.” The Common Shares may be sold
at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
Our Common Shares are listed on the Nasdaq Capital
Market under the symbol “PETZ.” On February 15, 2022, the closing price of our Common Shares was $0.46 per share.
We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Common Shares
involves risks. See “Risk Factors” beginning on page 5.
Neither the Securities and Exchange Commission,
British Virgin Islands, 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 ,
2022
Table of Contents
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different
or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates.
PROSPECTUS SUMMARY
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (“SEC”). You should read carefully both this prospectus and any
prospectus supplement together with additional information described below under the caption “Where You Can Find More Information,”
before making an investment decision. We have incorporated exhibits into this registration statement. You should read the exhibits carefully
for provisions that may be important to you.
Industry data and other statistical information used
in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference
into this prospectus are based on independent publications, reports by market research firms or other published independent sources. Some
data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above.
Although we believe these sources are reliable, we have not independently verified the information.
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different
or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates.
The Selling Shareholders may sell our Common Shares
to underwriters who will sell the securities to the public at a fixed offering price or at varying prices determined at the time of sale.
The applicable prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of
offering and the compensation of those underwriters, dealers or agents. Any underwriters, dealers or agents participating in the offering
may be deemed “underwriters” within the meaning of the Securities Act.
The terms “we,” “us,” “Company”
“our company,” and “our” refers to TDH HOLDINGS, INC., a British Virginia Islands Company and its subsidiaries:
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TDH HK Limited, a Hong Kong company wholly-owned by TDH HOLDINGS, INC.; |
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TDH Foods Limited, a Hong Kong company wholly-owned by TDH HOLDINGS, INC.; |
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TDH Group BVA, a Belgium company wholly-owned by TDH Holdings, Inc; |
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TDH Income Corporation, a Nevada corporation; |
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Ruby21Noland LLC, a Missouri corporation; |
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Far Ling’s Inc., a Missouri corporation; |
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Qingdao Tiandihui Foodstuffs Co., Ltd., a Chinese limited liability company; |
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Qingdao Tiandihui Pet Foodstuffs Co., Ltd., a Chinese limited liability company; |
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Qingdao Tiandihui Foodstuffs Sales Co., Ltd., a Chinese limited liability company; |
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Beijing Chongai Jiujiu Cultural Communication Co., Ltd. |
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“shares” “common shares” and “Common Shares” refer to our common shares, $0.001 par value per share; |
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“China” and “PRC” refer to the People’s Republic of China, excluding, for the purposes of this annual report only, Macau, Taiwan and Hong Kong; and |
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all references to “RMB,” and “Renminbi” are to the legal currency of China, and all references to “USD,” and “U.S. Dollars” are to the legal currency of the United States. |
For the sake of clarity, this annual report follows
the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English.
For example, the name of our chief executive officer will be presented as “Dandan Liu”, even though, in Chinese, her name
would be presented as “Liu Dandan”.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement,
any related free writing prospectus and any document incorporated by reference into this prospectus contain, or will contain, forward-looking
statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act
of 1995, or the PSLRA. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements
in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others.
Forward-looking statements include all statements that are not statements of historical facts and may relate to, but are not limited to,
expectations or estimates of future operating results or financial performance, capital expenditures, regulatory compliance, plans for
growth and future operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements
by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,”
“continue” or the negative of these terms or other similar terminology. Although we do not make forward-looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially
from those we anticipated due to a number of uncertainties, many of which cannot be foreseen. Our actual results could differ materially
from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the risks and uncertainties
described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related
free writing prospectus and in any document incorporated by reference into this prospectus.
We believe that it is important to communicate our
future expectations to potential investors. However, there may be events in the future that we are not able to accurately predict or control
and that may cause actual events or results to differ materially from the expectations expressed in or implied by our forward-looking
statements. The risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable
prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus provide
examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in
our forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of these risks and uncertainties
could negatively impact, among other things, our business, cash flows, results of operations, financial condition and share price. Potential
investors should not place undue reliance on our forward-looking statements.
Forward-looking statements regarding our present plans
or expectations for sales, supply contracts, purchases, sources and availability of financing, and growth involve risks and uncertainties
relative to return expectations and related allocation of resources, and changing economic or competitive conditions, as well as the negotiation
of agreements with suppliers and customers, which could cause actual results to differ from present plans or expectations, and such differences
could be material. Similarly, forward-looking statements regarding our present expectations for operating results and cash flow involve
risks and uncertainties related to factors such as utilization rates, material prices, demand for products by our customers, supply and
other factors described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement,
any related free writing prospectus and in any document incorporated by reference into this prospectus, which would also cause actual
results to differ from present plans. Such differences could be material.
All future written and oral forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained
or referred to in this section. Forward-looking statements speak only as of the date the statements are made. New risks and uncertainties
arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to, and do not plan to,
update any forward-looking statements as a result of new information, future events or developments, except as required by U.S. federal
securities laws. You should read this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document
incorporated by reference into this prospectus with the understanding that we cannot guarantee future results, levels of activity, performance
or achievements and that actual results may differ materially from what we expect. The forward-looking statements contained in this prospectus,
any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus
are excluded from the safe harbor protection provided by the PSLRA.
OUR COMPANY
Business Overview
We started our company in 2002 in Qingdao, Shandong
Province, PRC with a single mission of becoming a premier producer of high-quality pet food for pet owners in China and worldwide. Historically,
our growth has been driven by two key factors: a significant increase in the number of pet owners and in the size of the pet food market
in China which translated into expansion opportunities for us, and a fundamental change in Chinese society towards pets, pet ownership
and care, such that the trends of pet humanization and consumer concerns for pet health and wellness have created a dynamically growing
industry for pet food and products. We price our products to be accessible to the average consumer, providing us with broad demographic
appeal and allowing us to penetrate multiple market segments.
Our Products
The pet food market consists of dog food and cat food
sales. Food sales are further categorized as dry food, wet food and treats:
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Dry food is the primary food form for both dogs and cats, with the same formula typically purchased regularly. Veterinarians recommend dry food for healthy pets as the main meal, which is better for pets’ teeth, has better economic value and is more convenient to handle and store |
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Wet food has higher penetration among cats as compared to dogs, as it helps to ensure that cats meet their required water intake. Most cat owners feed their cats a combination of dry and wet foods as main meals, while most dog owners feed their dogs wet foods as a treat or topper to provide variety |
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Treats are typically impulse purchases by pet owners made alongside staple, main meal dry and wet food purchases. Many treats have dental and training benefits and also serve as nutritional supplements. Dog and cat treats have been growing rapidly over the last decade driven by the humanization trend with pet owners indulging their pets more, including by purchasing treats as gifts. |
Product research and innovation is pivotal to our
growth strategy. Our experienced team of marketing and R&D professionals is in constant contact with our outside collaborators and
experts. The success of our approach is evidenced by our broad product portfolio today. Although our R&D expense decreased in 2020,
we strive to maintain a strong innovation pipeline that expands the breadth of our current product offerings.
We offer in excess of 200 products, including dry
meat treats, pet biscuits, canned food and other products (including non-food items like dog leashes and pet toys) under multiple brands
in various geographical markets. Currently, we offer 4 product lines including the following:
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Pet chews represent approximately 20% of our production and include various bones, rawhide and similar products, |
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Dried pet snacks represent approximately 66.6% of our production and include various fillets, strips and jerkies (chicken, duck, pork, lamb, etc.), |
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Wet canned pet foods represent approximately 8.6% of our production and include various fillets, strips and jerkies (chicken, duck, pork, lamb, etc.), |
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Dental health snacks foods account for approximately 4.8% of our production. |
We manufacture these products at our Pude facility
with 4 production lines: dried meat, chews, wet canned, and dentifrice products.
These food products vary from those consisting of
a single protein ingredient (e.g., duck jerky) to those consisting of a combination of protein and other ingredients (e.g., twisted cod
and chicken sandwich roll that includes chicken, cod and Vitamin E). Our proprietary recipes include fresh meat (beef, chicken, lamb,
and fish) and varying combinations of vitamin-rich vegetables, and anti-oxidant rich fruits. We believe our products appeal to diverse
consumer needs and resonate across a broad cross-section of pet owner demographics. Our products are available in multiple forms, including
slice and serve rolls, strips, tubs, etc.
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The Pude facility maintains a production area of 30,565 sq. feet with a 20-year export processing history. We maintain ISO9001, hazard analysis critical Control Points (HACCP), British Retail Consortium (BRC) and International Characteristic Standards (IFS) certification, as well as EU and Japanese registered facilities. The daily production capacity for this facility is approximately 4.6 tons. |
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The Jiaozhou facility has production area of 30,062 square feet. Our daily production capacity at this facility is approximately 0.8 ton. |
THE OFFERING
Common Shares offered by the Selling Shareholders: |
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21,886,536 |
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Common Shares outstanding prior to any resale of Shares: |
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126,260,157 |
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Terms of this offering: |
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The Selling Shareholders,
including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or
all of the Common Shares offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market
or trading facility on which the Common Shares are traded or in private transactions. The Common Shares may be sold at fixed prices,
at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. |
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Use of proceeds: |
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All proceeds from the
sale of the Common Shares offered hereby will be for the account of the Selling Shareholders. We will not receive any proceeds from the
sale of the Common Shares offered pursuant to this prospectus. See the caption “Use of Proceeds” in this prospectus. |
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Nasdaq Capital Market Symbol: |
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PETZ |
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Trading: |
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Our Common Shares currently trade on the Nasdaq Capital Market. |
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Risk factors: |
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Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus beginning on page 5 before deciding to invest in our Common Shares. |
RISK FACTORS
An investment in our securities involves a high degree
of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the
applicable prospectus supplement and in our then most recent Annual Report on Form 20-F, or included in any Annual Report on Form 20-F
filed with the SEC after the date of this prospectus or Reports on Form 6-K furnished to the SEC after the date of this prospectus, together
with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus
supplement, in light of your particular investment objectives and financial circumstances. Please see “Where You Can Find More Information”
on how you can view our SEC reports and other filings. Our business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose
all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk
factors that you should carefully consider.
The risks and uncertainties described in this prospectus,
any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus
are not the only ones that we face. Additional risks and uncertainties that we do not presently know about or that we currently believe
are not material may also adversely affect our business. If any of the risks and uncertainties described in this prospectus, any applicable
prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus actually occur,
our business, financial condition and results of operations could be materially and adversely affected. The value of our securities could
decline and you may lose some or all of your investment if one or more of these risks and uncertainties develop into actual events. Keep
these risk factors in mind when you read forward-looking statements contained in this prospectus, any applicable prospectus supplement,
any related free writing prospectus and any document incorporated by reference into this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale
of any Common Shares by the Selling Shareholders.
The Selling Shareholders will receive all of the
net proceeds from the sale of any Common Shares under this prospectus. The Selling Shareholders will pay any underwriting discounts and
commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, legal services or any other expenses incurred
by the Selling Shareholders in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration
of the Common Shares covered by this prospectus.
SELLING SHAREHOLDERS
This prospectus covers the public resale of the Common Shares owned
by the Selling Shareholders listed in the table below. The Selling Shareholders may from time to time offer and sell pursuant to this
prospectus any or all of the Common Shares owned by them. The Selling Shareholders, however, make no representation that the Common Shares
will be offered for sale. The table below presents information regarding the Selling Shareholders and the Common Shares that they may
offer and sell from time to time under this prospectus.
The following table sets forth:
| ● | the number of Common Shares beneficially
owned by the selling stockholders and their affiliates prior to the sale of the Common Shares covered by this prospectus; |
| ● | the number of Common Shares that
may be offered by the selling stockholders pursuant to this prospectus; |
| ● | the number of Common Shares to
be beneficially owned by the selling stockholders and their affiliates following the sale of any Common Shares covered by this prospectus;
and |
| ● | the percentage of our issued and
outstanding Common Shares to be beneficially owned by the selling stockholders and their affiliates following the sale of all Common
Shares covered by this prospectus. |
All information with respect to common share ownership
of the Selling Shareholders has been furnished by or on behalf of the Selling Shareholders and is as of February 15, 2022. The percentage
ownership data is based on 126,260,157 shares of Common Shares issued and outstanding as of February 15, 2022. We believe, based on information
supplied by the Selling Shareholders, that except as may otherwise be indicated in the table below, the Selling Shareholders and their
affiliates listed in any footnote to the table below have sole voting and dispositive power with respect to the common stock reported
as beneficially owned by them. Because the Selling Shareholders may sell some or all of the Common Shares included in this prospectus,
and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Common Shares, no
estimate can be given as to the number of Common Shares available for resale hereby that will be held by the Selling Shareholders in the
future. In addition, the Selling Shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time and from time to time, the common stock they hold in transactions exempt from the registration requirements of
the Securities Act after the date on which they provided the information set forth on the table below. We have, therefore, assumed for
the purposes of the following table, that the Selling Shareholders will sell all of the Common Shares owned beneficially by them and their
affiliates listed in any footnote to the table below that are covered by this prospectus.
| |
Shares Owned Immediately Prior | | |
Shares Being Offered for Resale | | |
Number of Shares Beneficially Owned After | | |
Percentage of Outstanding Common Shares Beneficially Owned Immediately Following the | |
| |
to the | | |
Under this | | |
Sale of | | |
Sale of | |
Name | |
Offering | | |
Prospectus | | |
Shares (1) | | |
Shares (2) | |
Liping Gao | |
| 0 | | |
| 4,278,912 | | |
| 4,278,912 | | |
| 3.39 | % |
Yang Gao | |
| 0 | | |
| 2,103,402 | | |
| 2,103,402 | | |
| 1.67 | |
Yanli Xu | |
| 0 | | |
| 2,378,928 | | |
| 2,378,928 | | |
| 1.88 | |
Yan Shao | |
| 0 | | |
| 1,402,798 | | |
| 1,402,798 | | |
| 1.11 | |
Ning Zou | |
| 0 | | |
| 2,282,994 | | |
| 2,282,994 | | |
| 1.81 | |
Turtle K. Brands, Inc.(3) | |
| 0 | | |
| 2,299,502 | | |
| 2,299,502 | | |
| 1.82 | |
JDL Management Limited(4) | |
| 0 | | |
| 2,600,000 | | |
| 2,600,000 | | |
| 2.06 | |
Easthill Capital Management, LLC(5) | |
| 0 | | |
| 4,540,000 | | |
| 4,540,000 | | |
| 3.60 | |
Total | |
| 0 | | |
| 21,886,536 | | |
| 21,886,536 | | |
| 17.33 | |
|
(1) |
Assumes the Selling Stockholders sell all of the Common Shares being offered by this prospectus. |
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(2) |
Percentage calculated based upon the assumption that the Selling Shareholders sell all of the Common Shares being offered by this prospectus. |
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(3) |
Chuen Fun NG, the president of Turtle K. Brands, Inc., maintains sole
voting and investment control over the Common Shares held by Turtle K. Brands, Inc. |
|
(4) |
Jiadong Liu, the sole director of JDL Management Limited maintains
sole voting and investment control over the Common Shares held by Turtle K. Brands, Inc. |
|
(5) |
Phillip Zou, the managing member of Easthill Capital Management, LLC, maintains sole voting and investment control over the Common Shares held by Easthill Capital Management, LLC. |
DESCRIPTION OF SECURITIES
Common Shares
General
All of our issued Common Shares are fully paid and non-assessable.
Certificates representing the Common Shares are issued in registered form. Our shareholders who are non-residents of the British Virgin
Islands may freely hold and vote their Common Shares.
Listing
Our Common Shares are listed on The NASDAQ Capital
Market under the symbol “PETZ.”
Transfer Agent and Registrar
The transfer agent and registrar for the Common Shares
is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
Distributions
The holders of our Common Shares are entitled to such
dividends as may be declared by our board of directors subject to the BVI Act.
General meetings of shareholders
Any director of the Company may convene meetings of
the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary
or desirable.
Upon the written request of Shareholders entitled
to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene
a meeting of Shareholders.
The director convening a meeting shall give not less
than 7 days’ notice of a meeting of Shareholders to: (a) those Shareholders whose names on the date the notice is given appear as
Shareholders in the register of members and are entitled to vote at the meeting; and (b) the other directors.
Quorum of a meeting of shareholders
A meeting of Shareholders is duly constituted
if, at the commencement of the meeting, there are present in person or by proxy not less than one-third (1/3) of the votes of the
Common Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum may comprise a single
Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied
where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.
Voting rights
Any action required or permitted to be taken by the
shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution
in writing. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder other
than an individual, by its duly authorized representative) will have one vote for each common share that such shareholder holds.
Variation of rights
If at any time the Common Shares are divided into different classes,
the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by
a resolution passed at a meeting by the holders of not less than 50 percent of the issued Common Shares in that class.
Rights not varied by the issue of shares pari
passu
The rights conferred upon the holders of the Shares
of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Common Shares ranking pari passu therewith.
Liquidation
If we are wound up and the assets available for
distribution among our shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately
prior to the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the amount paid
up immediately prior to the winding up on the shares held by them, respectively. If we are wound up and the assets available for distribution
among the shareholders as such are insufficient to repay the whole of the amounts paid to us on account of the issue of shares, those
assets shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the
amounts paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up, the liquidator appointed
by us may, in accordance with the BVI Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether
they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any
property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
Calls on common shares and forfeiture of common
shares
Our board of directors may, on the terms established
at the time of the issuance of such shares or as otherwise agreed, make calls upon shareholders for any amounts unpaid on their Common
Shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The Common Shares that have been
called upon and remain unpaid are subject to forfeiture.
Redemption of common shares
Subject to the provisions of the BVI Act, we may
issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner
as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed from time to time
by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities are listed.
Indemnification of directors and executive
officers and limitation of liability
British Virgin 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 provision providing indemnification may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime. Under our memorandum and articles of association, we indemnify
against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in
connection with legal, administrative or investigative proceedings for any person who:
| ● | is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that the person is or was our director; or |
| ● | is
or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or
a partnership, join venture, trust or other enterprise. |
These indemnities only apply if the person acted
honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause
to believe that his conduct was unlawful.
This standard of conduct is generally the same
as permitted under the Delaware General Corporation Law for a Delaware corporation. 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 advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
PLAN OF DISTRIBUTION
We are registering the Common Shares, to permit
the resale of the Common Shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the Selling Shareholders of the Common Shares. We will bear all fees and expenses incident to our obligation
to register the Common Shares.
The Selling Shareholders may sell all or a portion of the Common Shares
held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Common
Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions
or agent’s commissions. The Common Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions, pursuant to one or more of the following methods:
|
● |
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
|
● |
in the over-the-counter market; |
|
● |
in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
|
● |
through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; |
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
● |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
● |
an exchange distribution in accordance with the rules of the applicable exchange; |
|
● |
privately negotiated transactions; |
|
● |
short sales made after the date the Registration Statement is declared effective by the SEC; |
|
● |
broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share; |
|
● |
a combination of any such methods of sale; and |
|
● |
any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell Common Shares under Rule 144
promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the Selling Shareholders may transfer
the Common Shares by other means not described in this prospectus. If the Selling Shareholders effect such transactions by selling the
Common Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Common Shares
for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters,
broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Common
Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the Common Shares in the course of hedging in positions they assume. The Selling Shareholders may also sell the Common Shares
short and deliver the Common Shares covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The Selling Shareholders may also loan or pledge the Common Shares to broker-dealers that in turn may sell such
Common Shares.
The Selling Shareholders may pledge or grant a
security interest in some or all of the Common Shares owned by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the Common Shares from time to time pursuant to this prospectus or any amendment to
this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of
Selling Shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The Selling Shareholder also may transfer and donate the Common Shares in other circumstances in which case the transferees, donees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
To the extent required by the Securities Act and
the rules and regulations thereunder, the Selling Shareholders and any broker-dealer participating in the distribution of the Common
Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts
or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.
At the time a particular offering of the Common Shares is made, a prospectus supplement, if required, will be distributed, which will
set forth the aggregate amount of Common Shares being offered and the terms of the offering, including the name or names of any broker-dealers
or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.
Under the securities laws of some states, the
Common Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares
may not be sold unless such Common Shares have been registered or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
There can be no assurance that the Selling Shareholders
will sell any or all of the Common Shares registered pursuant to the registration statement, of which this prospectus forms a part.
The Selling Shareholders and any other person
participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the Common Shares by the Selling Shareholders and any other participating person. To the extent applicable, Regulation M
may also restrict the ability of any person engaged in the distribution of the Common Shares to engage in market-making activities with
respect to the Common Shares. All of the foregoing may affect the marketability of the Common Shares and the ability of any person or
entity to engage in market-making activities with respect to the Shares.
We will pay all expenses of the registration of
the Shares, estimated to be $57,434 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses
of compliance with state securities or “blue sky” laws; provided, however, the Selling Shareholders will pay all underwriting
discounts and selling commissions, if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities
under the Securities Act or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders
against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us
by the Selling Shareholders specifically for use in this prospectus, in accordance with the related registration rights agreements or
we may be entitled to contribution.
Once sold under the registration statement, of
which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.
EXPENSES RELATING TO THIS OFFERING
The estimated expenses payable by us in connection
with the offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows.
With the exception of the filing fees for the U.S. Securities Exchange Commission, all amounts are estimates.
U.S. Securities and Exchange Commission registration fee |
|
$ |
934 |
|
Legal Fees and Expenses |
|
$ |
25,000 |
* |
Accounting fees and expenses |
|
$ |
30,000 |
* |
Miscellaneous |
|
$ |
1,500 |
* |
Total |
|
$ |
57,434 |
* |
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities registered and certain legal matters as to British Virgin Islands law in connection with this
offering will be passed upon for us by Ogier, British Virgin Islands counsel to our Company. Additional legal matters may be passed on
for us, or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of our Company
appearing in our annual report on Form 20-F for the years ended December 31, 2020 and 2019 have been audited by MaloneBailey, LLP, an
independent registered public accounting firm, as set forth in the reports thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED
STATES FEDERAL
SECURITIES LAWS AND OTHER MATTERS
We are incorporated under the laws of the British
Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being
a British Virgin Islands business 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, the British
Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to
a lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.
Substantially all of our assets are located outside
the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United
States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult
for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us,
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 thereof.
Our agent for service of process in the United States
is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711.
Wangheng Partners Beijing, our counsel as to Chinese
law, has advised us that there is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States
courts obtained against us or such persons predicated upon the civil liability provisions of the securities laws of the United States
or any state thereof, or (2) be competent to hear original actions brought in each respective jurisdiction, against us or such persons
predicated upon the securities laws of the United States or any state thereof.
Wangheng Partners Beijing has advised us that
the recognition and enforcement of foreign judgments are provided for under the Chinese Civil Procedure Law. Chinese courts may recognize
and enforce foreign judgments in accordance with the requirements of the Chinese Civil Procedure Law based either on treaties between
China and the country where the judgment is made or in reciprocity between jurisdictions. China does not have any treaties or other agreements
with the British Virgin Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments.
Notwithstanding the absence of a bilateral agreement with the United States, a provincial intermediate court in China has recognized and
enforced a US court judgment. As a result of the absence of treaties and recent changes in court rulings, it is uncertain whether a Chinese
court would enforce a judgment rendered by a court in either of these two countries.
We have been advised by Ogier, our counsel as
to British Virgin Islands law, that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in
U.S. federal or state courts, the courts of the British Virgin Islands will recognize such a foreign judgment and treat it as a cause
of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings
are brought in the British Virgin Islands to enforce that judgment, provided however that such judgment: (i) is not in respect of penalties,
fines, taxes or similar fiscal or revenue obligations of the Company; (ii) is final and for a liquidated sum; (iii) was not obtained in
a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the British Virgin Islands; (v)
is not contrary to the principles of natural justice; and (vi) provided that the U.S. federal or state courts had jurisdiction in the
matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was
duly served with process. Non-money judgments from a foreign court are not directly enforceable in the British Virgin Islands. However,
it is possible for a non-money judgment from a foreign court to be indirectly enforced by means of a claimant bringing an identical action
in the courts of the British Virgin Islands in respect of which a non-money judgment has been made by a foreign court. In appropriate
circumstances, the courts of the British Virgin Islands may give effect to issues and causes of action determined by the foreign court,
such that those matters need not be retried.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, current
reports, proxy statements and other information with the SEC. This prospectus does not contain all of the information set forth in the
registration statement or the exhibits that are a part of the registration statement. You may read and copy the registration statement
and any document we file with the SEC at the public reference room maintained by the SEC 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. Our filings with the SEC
are also available to the public through the SEC’s Internet site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with them. The information we incorporate by reference into this prospectus is an important
part of this prospectus. Any statement in a document we have filed with the SEC prior to the date of this prospectus and which is incorporated
by reference into this prospectus will be considered to be modified or superseded to the extent a statement contained in this prospectus
or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement.
The modified or superseded statement will not be considered to be a part of this prospectus, except as modified or superseded.
We incorporate by reference into this prospectus
the information contained in the following documents that we have filed with the SEC pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which is considered to be a part of this prospectus:
|
● |
Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on April 26, 2021; |
|
● |
The description of our Common Shares contained in our Form 8A-12B, filed on September 14, 2017. |
In addition, we may incorporate by reference into
this prospectus our reports on Form 6-K filed after the date of this prospectus (and before the time that all of the securities offered
by this prospectus have been sold or de-registered) if we identify in the report that it is being incorporated by reference in this prospectus.
Certain statements in and portions of this prospectus
update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future
document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above
listed documents.
We also incorporate by reference all additional
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are filed (i) after the filing
date of the registration statement of which this prospectus is a part and prior to effectiveness of that registration statement or (ii)
after the effective date of the registration statement of which this prospectus is a part and prior to the termination of the offering
of securities offered pursuant to this prospectus. We are not, however, incorporating, in each case, any documents or information that
we are deemed to “furnish” and not file in accordance with SEC rules.
You may obtain a copy of these filings by accessing
them pursuant to the directions described above in the section titled “Where You Can Find More Information.” You may also
obtain a copy of these filings, without charge, by writing or calling us at:
TDH HOLDINGS, INC.
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province
People’s Republic of China
Attention: Investor Relations
Tel: +86-532-8615-7918
TDH HOLDINGS, INC.
21,886,536 Common Shares
PROSPECTUS
, 2022
We have not authorized any dealer, salesperson
or other person to give any information or to make any representation other than those contained or incorporated by reference in this
prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This
prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities
to which it relates, nor does this prospectus 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 is accurate on any date subsequent to the date set forth on its front cover or that any information we have
incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus
is delivered or securities are sold on a later date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8.
Indemnification of Directors and Officers.
British Virgin Islands law does not limit the
extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime.
Under our memorandum and articles of association,
we may indemnify our directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines
and amounts paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings
to which they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled
to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the company and, in the
case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful. Such limitation of liability
does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability
of directors under United States federal securities laws.
We may indemnify any of our directors or anyone
serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. We may only
indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of criminal proceedings,
the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether
the director acted honestly and in good faith with a view to our best interests and as to whether the director had no reasonable cause
to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question
of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not,
by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the
director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful in
defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and
against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the
proceedings.
We may purchase and maintain insurance in relation
to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or
officers in that capacity, whether or not we have or would have had the power to indemnify the directors or officers against the liability
as provided in our amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits.
A list of exhibits filed with this registration
statement on Form F-3 is set forth on the Exhibit Index and is incorporated herein by reference.
Item 10. Undertakings.
| a) | (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% 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 the undertakings set forth in paragraphs (1)(i),
(1)(ii) and (1)(iii) above 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 Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration
statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
| (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) | 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 this registration statement as
of the date the filed prospectus was deemed part of and included in this 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, as amended, shall be deemed to be part of and included
in the registration statement as of the earlier of the date such 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; |
| (5) | 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) | The
undersigned registrant hereby undertakes 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) | The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed
to set forth the terms of such offering. |
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 the City of Qingdao, People’s Republic of China, on February 16, 2022.
|
TDH HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Dandan Liu |
|
Name: |
Dandan Liu |
|
Title: |
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
Dated: |
February 16, 2022 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Dandan Liu as his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the
same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
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Title |
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Date |
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/s/ Dandan Liu |
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Chief Executive Officer and Director |
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February 16, 2022 |
Dandan Liu |
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(Principal Executive Officer) |
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/s/ Feng Zhang |
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Chief Financial Officer and Director |
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February 16, 2022 |
Feng Zhang |
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(Principal Accounting and Financial Officer) |
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/s/ Caifen Zou |
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Director |
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February 16, 2022 |
Caifen Zou |
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/s/ Qiu Li |
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Director |
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February 16, 2022 |
Qiu Li |
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/s/ Owens Meng |
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Director |
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February 16, 2022 |
Owens Meng |
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SIGNATURE OF AUTHORIZED PERSON IN THE UNITED
STATES OF AMERICA
Pursuant
to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed
this registration statement thereto in Newark, DE on February 16, 2022.
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
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|
Puglisi & Associates |
EXHIBIT INDEX
| (1) | Filed as an exhibit to TDH Holdings, Inc.’s
Report on Form 6-K, filed on February 16, 2022 and hereby incorporated by reference.
|
| | |
| (2) | Filed
as an exhibit to the Registrant’s Registration Statement on Form F-3, File No. 333-256042, filed on May 12, 2021. |
II-5
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