F-1/A: Meiwu Technology's Strategic Pivot to Skincare & Bitcoin

Meiwu Technology Company Limited files an F-1/A for a primary offering of 38 million shares and a selling shareholder offering of 12 million shares at $0.80 per share, signaling a strategic shift to functional skincare and bitcoin treasury investments.

Summary

• Meiwu Technology Company Limited (a British Virgin Islands holding company) is conducting a best-efforts primary offering of up to 38,000,000 ordinary shares and a selling shareholder offering of 12,000,000 ordinary shares, both at a fixed public offering price of $0.80 per share.
• The last reported sale price of ordinary shares on Nasdaq was $1.58 per share on January 8, 2026.
• The company is transitioning its business focus from its former Variable Interest Entity (VIE) structure (which included online food retail and SMS services) to functional skincare products and services, with the VIE structure terminated on December 10, 2024, due to sustained losses.
• Approximately 50% of the net proceeds from the primary offering will be allocated to bitcoin investments as part of a strategic asset allocation for treasury savings and liquidity.
• Other uses of proceeds include 9.5% for online marketing campaigns for the 'Gongfuzhiye' brand IP, 28% for establishing a network of over 1,500 offline affiliate stores, and 12.5% for working capital and general corporate operating purposes, including recruitment of affiliate store staff.
• For the six months ended June 30, 2025, total net revenues increased significantly to $2.48 million from $0.09 million in the same period of 2024, primarily driven by functional skincare sales (94.6% of total revenue).
• The company reported a net loss of $1.36 million for the six months ended June 30, 2025, compared to a net loss of $0.35 million for the same period in 2024.
• For the year ended December 31, 2024, total net revenues decreased by 99% to $158,485 from $10.98 million in 2023, largely due to the cessation of the SMS business.
• The company reported a net income of $5.11 million for the year ended December 31, 2024, compared to a net loss of $16.31 million in 2023, primarily due to an $8.22 million gain on disposal of subsidiaries.
• The company had cash of $33.34 million as of June 30, 2025, and $43.40 million as of December 31, 2024.
• Management identified a material weakness in internal control over financial reporting as of December 31, 2024, due to a lack of in-house accounting personnel with sufficient US GAAP and SEC reporting experience.

Sentiment

Score: 4

Explanation: While the company is pursuing new growth strategies in functional skincare and bitcoin, which could be positive, the financial performance shows significant losses in recent periods (H1 2025 and FY 2023), a drastic revenue decline in FY 2024 (due to business cessation), and the offering price is at a substantial discount to the market price. The bitcoin strategy introduces high volatility and regulatory risks, and the company has identified a material weakness in internal controls. The pivot is highly speculative and unproven.

Positives

• Significant revenue growth in the functional skincare business, contributing 94.6% of total revenue for the six months ended June 30, 2025.
• Strategic pivot to functional skincare and bitcoin treasury offers new growth avenues and asset diversification, potentially enhancing long-term value.
• The Public Company Accounting Oversight Board (PCAOB) has vacated its previous determinations regarding inability to inspect auditors in mainland China and Hong Kong, reducing delisting risk under the Holding Foreign Companies Accountable Act (HFCAA).
• The company has established an audit committee, a compensation committee, and a nominating and corporate governance committee, indicating improved corporate governance and oversight.
• Reported a net income of $5.11 million for the fiscal year ended December 31, 2024, a substantial improvement from a $16.31 million net loss in the prior year, primarily driven by gains on disposal of subsidiaries.

Negatives

• The primary offering price of $0.80 per share is significantly lower than the last reported Nasdaq sale price of $1.58 per share, indicating a substantial discount for new capital and potential dilution for existing shareholders.
• Reported an increased net loss of $1.36 million for the six months ended June 30, 2025, compared to a net loss of $0.35 million for the same period in 2024.
• Total net revenues for the fiscal year ended December 31, 2024, decreased by 99% to $158,485 from $10.98 million in 2023, largely due to the cessation of the SMS business.
• The company has a limited operating history in the functional skincare business and relies on third-party formulas and manufacturers, introducing execution risks.
• The beauty industry is highly competitive, with larger multinational companies possessing greater financial, technical, and marketing resources, posing significant challenges.
• The planned bitcoin treasury strategy introduces high volatility, custody risks, and significant legal, commercial, regulatory, and technical uncertainties.
• There is a risk of the company being classified as an investment company under the 1940 Act if bitcoin is reclassified as a security, which could impose additional regulatory controls.
• A material weakness in internal control over financial reporting was identified as of December 31, 2024, due to insufficient in-house US GAAP and SEC reporting experience.
• Reliance on dividends from PRC subsidiaries for cash requirements, which are subject to PRC regulations and foreign exchange controls, potentially limiting fund transfers.

Risks

• The Chinese government may intervene or influence operations at any time, potentially limiting the ability to offer securities or causing value decline.
• Uncertainties exist regarding the interpretation and enforcement of PRC laws, rules, and regulations, which can change quickly and affect operations.
• Securities may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act (HFCAA) if the PCAOB is unable to inspect the company's auditor for two consecutive years.
• Management will have broad discretion over the use of net proceeds from the offering, and these proceeds may not be invested successfully.
• Reliance on third-party formulas for functional skincare products could lead to competitors introducing similar products at lower prices, adversely affecting results.
• The beauty industry is highly competitive, and an inability to compete effectively may result in loss of market share.
• Success is dependent on the popularity of products and the ability to anticipate and respond to changes in industry trends and consumer preferences in a timely manner.
• New product introductions may not be as successful as anticipated, which could have a material adverse effect on business, prospects, financial condition, and results of operations.
• Business depends on the quality, effectiveness, and safety of products; any loss of consumer confidence could tarnish the brand image and lead to recalls or liability claims.
• Inability to successfully implement growth strategies could adversely affect business operations and financial performance.
• Higher labor costs could adversely affect business and financial results.
• The bitcoin treasury strategy exposes the company to high volatility, custody risks (loss or destruction of private keys, cyberattacks), and significant legal, commercial, regulatory, and technical uncertainty.
• Regulatory change reclassifying bitcoin as a security could lead to the company's classification as an investment company under the 1940 Act, adversely affecting the market price of bitcoin and financial conditions.
• Exposure to counterparty risks, particularly with custodians, where custodially-held bitcoin may become part of the custodian's insolvency estate.
• A temporary or permanent blockchain fork to bitcoin or other crypto assets could adversely affect the business.
• Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell, or use Bitcoin or to exchange them for fiat currency.
• Fluctuations in exchange rates (RMB to USD) could have a material adverse effect on results of operations and share price.
• PRC regulations relating to offshore investment activities by PRC residents may limit PRC subsidiaries' ability to increase registered capital or distribute profits.
• Classification as a PRC resident enterprise for PRC income tax purposes could result in unfavorable tax consequences to the company and its non-PRC shareholders.
• Enhanced scrutiny over acquisition transactions by PRC tax authorities may negatively impact future acquisitions.
• The company will incur additional costs as a result of becoming a public company, which could negatively impact net income and liquidity.
• The obligation to disclose information publicly may put the company at a disadvantage to competitors that are private companies.
• As a foreign private issuer, disclosure obligations differ from those of U.S. domestic reporting companies, potentially making it more difficult for investors to evaluate performance.
• The trading price of ordinary shares is likely to be volatile, which could result in substantial losses to investors.
• Future issuances or sales, or perceived issuances or sales, of substantial amounts of shares in the public market could materially and adversely affect the prevailing market price of the shares.
• The company does not intend to pay dividends for the foreseeable future, meaning investors may only receive a return if the market price of shares increases.
• Internal controls over financial reporting may not be effective, and the independent registered public accounting firm may not be able to certify their effectiveness, which could have a significant and adverse effect on business and reputation.
• Certain judgments obtained against the company by shareholders may not be enforceable in the British Virgin Islands or China.
• Investors may face difficulties in protecting their interests, and their ability to protect their rights through U.S. courts may be limited, due to BVI incorporation and PRC operations.
• There is a risk that the company could be a passive foreign investment company (PFIC) for United States federal income tax purposes, which could subject U.S. investors to significant adverse income tax consequences.

Future Outlook

The company plans to build a comprehensive online ecosystem with a stable supply chain for functional skincare products by the last quarter of 2025. This includes expanding partnerships for R&D, establishing a network of over 1,500 offline affiliate stores, and recruiting related staff. Approximately 50% of the net proceeds from the primary offering will be allocated to bitcoin investments as a long-term store of value and for treasury diversification, with holdings not exceeding 30% of current treasury assets without board approval. The company expects to hedge approximately 50% of its bitcoin holdings using futures contracts to mitigate price volatility and will continue to monitor PRC regulatory developments relating to cryptocurrency.

Management Comments

• "We intend to keep any future earnings to re-invest in and finance the expansion of our business, and we do not anticipate that any cash dividends will be paid or any assets will be transferred in the foreseeable future."
• "Our management is directly supervising cash management."
• "Our finance department is responsible for establishing the cash management policies and procedures among our departments and the operating entities."
• "We believe that social media will be the engine that fuels our next stage of growth."
• "We believe we will be able to possess robust capabilities throughout the supply chain of our functional skincare business."
• "We believe the above mentioned advantages will strengthen our position in the market and supports our goal of delivering high-quality products to the customers."
• "We do not expect that our functional skincare business will be subject to seasonal variations."

Industry Context

The functional skincare industry in China is a pivotal growth market, exceeding RMB 48 billion (approximately USD 6.6 billion) in 2024, with a five-year CAGR of 25.25%. Consumer preferences are shifting towards ingredient transparency and product efficacy, driving R&D innovation. The beauty training service industry is also expanding, fueled by demand for skilled professionals in light medical aesthetics, with the market size potentially reaching hundreds of billions by 2025. The bitcoin industry is characterized by high volatility, regulatory uncertainty, and evolving technical factors, with the emergence of other digital assets and central bank digital currencies (CBDCs) potentially impacting bitcoin's price. The SEC's approval of spot bitcoin ETPs in January 2024 provides investors with more traditional channels for bitcoin exposure, which could affect the premium of companies offering indirect exposure.

Comparison to Industry Standards

• The company will face competition from established multinational and domestic brands in the beauty industry, such as Winona, Pechoin, and Chando, which have longer operating histories, higher market shares, and established brand recognition.
• Larger and more established competitors are expected to benefit from economies of scale, enabling them to produce goods at lower costs per unit, posing pricing challenges for the company.
• The company plans to differentiate itself through perceived value by focusing on pricing, innovation, product efficacy, customer service, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, and direct sales.

Management Changes

Corporate Governance

Legal Proceedings

• As of June 30, 2025, there was no pending legal proceeding to which the Company is a party that will have a material effect on the Company’s business, results of operations or cash flows.

Related Party Transactions

• As of June 30, 2024, amounts due to Eternal Horizon International Company Limited (a former shareholder) totaled $4,999,550.
• As of June 30, 2024, loans borrowed as working capital from Chairman Changbin Xia had a balance of $1,378,147, which were interest-free and due on demand.
• As of December 31, 2023, amounts due to Eternal Horizon International Company Limited totaled $4,999,550.
• As of December 31, 2023, loans borrowed as working capital from Chairman Changbin Xia had a balance of $1,410,621, which were interest-free and due on demand.
• During the year ended December 31, 2023, the company purchased $18,310 in food products from related parties, with an account payable of $15,627 as of December 31, 2023.
• For the year ended December 31, 2023, sales to related parties amounted to $21,215.
• No food product purchases from related parties were made during the six months ended June 30, 2024, or the year ended December 31, 2024.
• No sales to related parties were recorded for the year ended December 31, 2024.

Stakeholder Impact

• Shareholders face potential dilution from the offering at a significant discount to the market price and exposure to high risks from the new, unproven business strategies in skincare and bitcoin. Returns are dependent on share price appreciation as no dividends are anticipated.
• Employees will be impacted by the business transition, with plans for recruitment in new media operations and franchise development, indicating potential job growth in new areas.
• Customers will experience a shift in product offerings towards functional skincare, supported by new online marketing campaigns and an expanding network of offline affiliate stores, with a focus on product quality and customer service.
• Suppliers, particularly third-party manufacturers for skincare products, will continue to be crucial, and the company's practice of making advances to suppliers indicates ongoing relationships.
• Creditors may face increased risk due to the company's history of significant losses and the speculative nature of its new business ventures, although the company maintains working capital and cash.

Next Steps

• Conduct online marketing campaigns to enhance exposure of brand IP Gongfuzhiye.
• Establish a network of over 1,500 offline affiliate stores to expand market coverage and influence.
• Recruit approximately 70 franchise development staff to support the establishment of affiliate stores.
• Hold approximately 30 business promotion salons per month across various cities in China to recruit and develop affiliate stores.
• Subsidize partners and affiliate stores for the replacement of store signage with standardized Company-branded signage.
• Provide training to partner stores with respect to technical knowledge of functional skincare products and the implementation of unified promotional programs.
• Expand partnerships with research institutions to develop new functional skincare formulas and products.
• Consider possible acquisition of certain research institutions to establish an in-house product development department.
• Acquire bitcoin over time as part of a strategic asset allocation for treasury savings and liquidity.
• Monitor PRC regulatory developments relating to cryptocurrency and adjust strategies accordingly.
• Pursue new research and development directions for new products in the second half of 2025.

Key Dates

Recommendation

The offering at a significant discount to the current market price ($0.80 vs $1.58) suggests a lack of confidence in the company's valuation or an urgent need for capital, which is a strong negative signal. While the strategic pivot to functional skincare and bitcoin treasury is ambitious, both are highly competitive and volatile sectors, respectively, introducing substantial unproven risk. The company's recent financial performance shows increased net losses in H1 2025 and a drastic revenue decline in FY 2024 (excluding disposal gains), indicating operational challenges. The identified material weakness in internal controls further raises concerns about financial reporting reliability. Given the high speculative nature of the new business model, the significant discount in the offering, and the existing financial and operational weaknesses, a seasoned investor would likely recommend selling to mitigate exposure to these elevated risks.

Keywords

Functional Skincare, Bitcoin Treasury, SEC Filing, F-1/A, Public Offering, China Operations, VIE Structure, Regulatory Risk, Market Volatility, Corporate Governance, Financial Performance, Nasdaq, Emerging Growth Company, PRC Laws, Cybersecurity, Data Privacy, Supply Chain, E-commerce, Investment Strategy, Cosmetics, Cryptocurrency