What changed in this filing

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Item 1A. Risk Factors

2024-07-15 compared with 2023-06-29 · 224 added, 163 removed, 1034 unchanged (27% of the section changed)

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face a variety of other risks generally associated with doing business in China.

political instability,

significant health hazards, environmental hazards or natural disasters which could negatively affect international economies, financial

markets and business activity;

imposition of new or retaliatory

trade duties, sanctions or taxes and other charges on imports or exports;

evolving, new or complex

legal and regulatory matters;

volatility in currency

exchange rates;

local business practice

and political issues (including issues relating to compliance with domestic or international labor standards) which may result in

adverse publicity or threatened or actual adverse consumer actions, including boycotts;

potential delays or disruptions

in shipping and transportation and related pricing impacts;

disruption due to labor

changing expectations regarding

product safety due to new legislation or other factors.

instability, significant health hazards, environmental hazards or natural disasters which could negatively affect international economies,

financial markets and business activity;

of new or retaliatory trade duties, sanctions or taxes and other charges on imports or exports;

new or complex legal and regulatory matters;

in currency exchange rates;

business practice and political issues (including issues relating to compliance with domestic or international labor standards) which

may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;

delays or disruptions in shipping and transportation and related pricing impacts;

due to labor disputes;

expectations regarding product safety due to new legislation or other factors.

also rely upon third-party transportation providers for certain of our product shipments, including shipments to and from our distribution

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the year ended March 31, 2024, two customers accounted for approximately 73.88% and 22.13% of the Company’s total garment manufacturing

For the year ended March 31, 2022, one customer accounted for approximately 96.9% of the Company’s total garment manufacturing

For the year ended March 31, 2023, one customer accounted for approximately 20.39% of the Company’s total logistic services

For the year ended March 31, 2022, one customer accounted for approximately 14.4% of the Company’s total logistic services

However, our top customers are not obligated in any way to continue to provide us with new businesses in the future at a level

similar to that in the past or at all.

If any of our top customers reduce their orders with us or terminate their business relationship

with our Group and if we are not able to secure orders of a comparable size from other customers as replacement, our business operations

and financial performance may be materially and adversely affected.

For the year ended March 31, 2023, two customers accounted for approximately 41.23% and 17.23%, respectively, of the Company’s

total garment manufacturing revenues.

For the year ended March 31, 2024, one customer accounted for approximately 19.95% of the Company’s

total logistic services revenues.

For the year ended March 31, 2023, one customer accounted for approximately 20.39% of the Company’s

total logistic services revenues.

However, our top customers are not obligated in any way to continue to provide us with new businesses

in the future at a level similar to that in the past or at all.

If any of our top customers reduce their orders with us or terminate

their business relationship with our Group and if we are not able to secure orders of a comparable size from other customers as replacement,

our business operations and financial performance may be materially and adversely affected.

are exposed to concentration risk of heavy reliance on our major supplier for the supply of our products, and any shortage of, or delay

in, the supply may significantly impact on our business and results of operation.

the years ended March 31, 2023 and 2022, approximately 100.0% and 99.3% of total inventory purchases were from the Company’s

five largest suppliers, respectively.

the years ended March 31, 2024 and 2023, approximately 100.0% and 100.0% of total inventory purchases were from the Company’s five

largest suppliers, respectively.

Our business, financial condition and operating results depend on the continuous supply of products

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to provide satisfactory logistics services at a level of quality or within the timeframe required by us or our customers.

generally require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our

results of operation and financial condition may be adversely affected if any of the losses are not borne by them.

If the performance

of any third-party contractor is not satisfactory, we may need to replace such contractor or take other remedial actions, which could

adversely affect the cost structure and delivery schedule of our products and thus have a negative impact on our reputation, financial

position and business operations.

In addition, as we are expanding our business into other geographical locations in the PRC, there may

be a shortage of third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result,

we may not be able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect

our delivery schedules and delivery costs and hence our business, results of operations and financial conditions.

While we generally

require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our results of

operation and financial condition may be adversely affected if any of the losses are not borne by them.

If the performance of any third-party

contractor is not satisfactory, we may need to replace such contractor or take other remedial actions, which could adversely affect the

cost structure and delivery schedule of our products and thus have a negative impact on our reputation, financial position and business

In addition, as we are expanding our business into other geographical locations in the PRC, there may be a shortage of third-party

contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be able to engage

a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery schedules and

delivery costs and hence our business, results of operations and financial conditions.

may be exposed to concentration risk of heavy reliance on third-party contractors for our logistic business, and any shortage of third-party

contractors may significantly impact on our business and results of operation.

Company relied on a few subcontractors for our logistic business, in which the subcontracting fees to our largest contractor

represented approximately 25.2% and 14.8% of total cost of revenues for our logistics service segment for the years ended March 31,

2023 and 2022, respectively.

The increase in subcontracting fee to the largest contractor was mainly to optimize resources and cost

efficiencies.

We have not experienced any disputes with our subcontractors, and we believe we maintain good relationships with our

contract logistic service provider.

Company relied on a few subcontractors for our logistic business, in which the subcontracting fees to our largest contractor represented

approximately 42.0% and 25.2% of total cost of revenues for our logistics service segment for the years ended March 31, 2024 and 2023,

respectively.

The increase in subcontracting fee to the largest contractor was mainly to optimize resources and cost efficiencies.

have not experienced any disputes with our subcontractors, and we believe we maintain good relationships with our contract logistic service

we are unable to control the reliance of third-party contractors efficiently and effectively, our business prospects and results of operations

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Subcontracting fees for our logistics business for the year ended March 31, 2024

decreased to approximately $1.1 million from $2.3 million for the year ended March 31, 2022, representing a decrease of approximately

Subcontracting fees accounted for 23.24% and 42.9% of our total logistics business revenue in the years ended March 31, 2023

and 2022, respectively.

increased to approximately $1.5 million from $1.1 million for the year ended March 31, 2023, representing an increase of approximately

Subcontracting fees accounted for 34.9% and 23.24% of our total logistics business revenue in the years ended March 31, 2024 and

2023, respectively.

we are unable to control the reliance of subcontractors efficiently and effectively, our business prospects and results of operations

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against all possible risks, nor are all such risks insurable.

for tenants could impact our occupancy rates.

property management and subleasing operations face significant competition for tenants within the garment market.

Competitive factors

include rental rates, property location, lease terms, and the quality of properties offered.

We compete directly with other landlords

and property operators offering similar leasing opportunities in our targeted areas.

The presence of newer or better-located properties

could adversely affect our ability to attract tenants and the rental rates we can achieve.

performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants’ financial condition and

our tenants maintaining leases for our properties.

property management and subleasing operations rely heavily on our ability to collect rent from tenants, including anchor tenants, to

maintain financial stability.

The financial condition of our tenants directly impacts their ability to meet lease obligations.

downturns or adverse market conditions, such as inflation, labor shortages, supply chain disruptions, and changes in consumer spending

habits, may weaken tenants’ financial positions.

This could lead to delays in lease commencements, non-renewals, or defaults on

rental payments.

In some cases, tenants may choose to close stores or declare bankruptcy, resulting in the termination of leases and

loss of rental income.

Enforcing lease terms in case of default may incur delays and costs, potentially affecting our cash flow and financial

tenant filing for bankruptcy protection could prevent us from collecting pre-bankruptcy debts or recovering losses related to unpaid

rent or damages.

The rejection of leases in bankruptcy proceedings would leave us with general unsecured claims, likely resulting in

partial or no recovery of outstanding balances.

Multiple lease terminations or failures of tenants to occupy premises could lead to lease

terminations or reduced rents for remaining tenants under certain lease terms.

In such scenarios, re-leasing vacant spaces at competitive

rates may be challenging, potentially reducing overall rental income and impacting financial results.

The occurrence of these situations,

particularly involving significant tenants with leases across multiple locations, could materially affect our financial condition, operational

results, and cash flow.

to smaller and growth-oriented businesses could adversely affect our cash flow and results of operations.

portion of our tenant base consists of smaller, growth-oriented businesses in the garment industry.

These tenants may have less financial

stability compared to larger corporations, increasing the risk of tenant defaults, turnover, or bankruptcies.

Smaller businesses are

more susceptible to economic downturns or changes in market conditions, which could lead to challenges in rent payments, lease renewals,

or the need for alternative office spaces.

Such tenant-related risks could impact our cash flow and financial performance.

disasters, public health crises or other catastrophic events may significantly limit our ability to conduct business as normal, disrupt

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meetings or even cancel meetings with partners.

There continue to be significant uncertainties associated with the coronavirus, including

with respect to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that

may be taken by Chinese or other governmental authorities to contain the coronavirus or to treat its impact.

Any significant disruption

resulting from this or similar epidemics on a large scale or over a prolonged period of time could cause significant disruption to our

business until we would be able to resume normal business operations, negatively affecting our business, results of operations and financial

By the end of 2022, the control measures for the COVID-19 epidemic prevention gradually

liberalized in the PRC.

Any significant disruption resulting from this or similar epidemics on a large scale or over a prolonged period

of time could cause significant disruption to our business until we would be able to resume normal business operations, negatively affecting

our business, results of operations and financial condition.

our property management and subleasing segment, disruptions from natural disasters or health crises could lead to tenant defaults, lease

terminations, or reduced occupancy rates.

These events may necessitate property closures, temporary halts in rental income, or challenges

in attracting and retaining tenants, amplifying the adverse impact on our financial performance and overall business stability.

business depends on the continued contributions made by Mr.

Hong Zhida, as our key executive officer, the loss of whom may result in a

severe impediment to our business.

Hong Zhida, as our key executive officer, the loss of whom may result in

a severe impediment to our business.

success is dependent upon the continued contributions made by our CEO and President, Mr.

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manner or at all.

This would likely result in severe damage to our business operations and would have an adverse material impact on

our financial position and operational results.

This would likely result in severe damage to our business operations and would have an adverse material impact on our

financial position and operational results.

To continue as a viable operation, the Company may have to recruit and train replacement

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a material adverse effect on our reputation, the market price of our common stock, results of operations, financial condition and cash

disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services

could expose us to liability, protracted and costly litigation and damage our reputation.

business involves the collection, storage, processing and transmission of customers’ business data.

An increasing number of organizations,

including large merchants and businesses, other large technology companies, financial institutions and government institutions, have

disclosed breaches of their information technology, or IT, systems, some of which have involved sophisticated and highly targeted cybersecurity

attacks, including on portions of their websites or infrastructure.

We may also be subjected to breaches of cybersecurity by hackers.

Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological

Concerns about cybersecurity are increased when we transmit information.

Electronic transmissions can also be subjected to cybersecurity

attacks, interception or loss.

Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate

our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information,

and the integrity and availability of our products, services and systems, among other effects.

Denial of service or other cybersecurity

attacks could be targeted against us for a variety of purposes, including interfering with our products and services or creating a diversion

for other malicious activities.

These types of actions and attacks could disrupt our delivery of products and services or make them unavailable,

which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured

liabilities, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

encryption of data and other protective measures may not prevent unauthorized access or use of sensitive data.

A breach of our system

or that of one of our associated participants may subject us to material losses or liability.

A misuse of such data or a cybersecurity

breach could harm our reputation and deter customers from using our products and services, thus reducing our revenue.

In addition, any

such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liabilities, increase

our risk of regulatory scrutiny, subject us to lawsuits, result in the imposition of material penalties and fines under applying laws

or regulations.

cannot assure that there are written agreements in place with every associated participant or that such written agreements will prevent

the unauthorized use, modification, destruction or disclosure of data or enable us or our customers to obtain reimbursement in the event

we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data.

Any unauthorized use, modification,

destruction or disclosure of data could result in protracted and costly litigation, which could have a material and adverse effect on

our business, financial condition and results of operations.

Cybersecurity

attack incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software,

unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of

confidential or otherwise protected information and the corruption of data.

Given the unpredictability of the timing, nature and scope

of information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent

security breaches from occurring and we could be subject to manipulation or improper use of our systems and networks or financial losses

from remedial actions, any of which could have a material and adverse effect on our business, financial condition and results of operations.

to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties.

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Furthermore, if the PCAOB is unable to inspect

the issuer’s public accounting firm for three consecutive years, the issuer’s securities are banned from trade on a national

the issuer’s public accounting firm for three consecutive years, the issuer’s securities are banned from trading on a national

exchange or through other methods.

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Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

limit our ability to pay

dividends or require us to seek consent for the payment of dividends;

increase our vulnerability

to general adverse economic and industry conditions;

require us to dedicate

a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital

expenditures, working capital and other general corporate purposes;

limit our flexibility in

planning for, or reacting to, changes in our business and our industry.

our ability to pay dividends or require us to seek consent for the payment of dividends;

our vulnerability to general adverse economic and industry conditions;

us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash

flow to fund capital expenditures, working capital and other general corporate purposes;

our flexibility in planning for, or reacting to, changes in our business and our industry.

cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

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or other foreign exchange.

As confirmed by our PRC counsel at the

date of September 2, 2022, the business of our subsidiaries until our registration are not subject to cybersecurity review with the Cyberspace

Administration of China, or CAC, given that:

(i) our products and services are offered

not directly to individual users but through our institutional customers;

(ii) we do not possess a large amount of personal information

in our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be

classified as core or important data by the authorities.

Further, we believe our newly established companies and our business plan

will not change the above conclusion.

However, there remains uncertainty as to how the Cybersecurity Review Measures

will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules,

or detailed implementation and interpretation related to the Cybersecurity Review Measures.

If any such new laws, regulations, rules,

or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the

adverse effect of such laws on us.

Any non-compliance could result in penalties or other significant legal liabilities.

As confirmed by our PRC counsel at the date of September 2, 2022,

the business of our subsidiaries until our registration are not subject to cybersecurity review with the Cyberspace Administration of

China, or CAC, given that:

(i) our products and services are offered not directly to individual users but through our institutional customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does

not have a bearing on national security and thus may not be classified as core or important data by the authorities.

Further, we believe

our newly established companies and our business plan will not change the above conclusion.

However, there remains uncertainty as to

how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC,

may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures.

any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and

actions to comply and to minimize the adverse effect of such laws on us.

Any non-compliance could result in penalties or other significant

legal liabilities.

cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that

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discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered

public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will

consider the need to issue a new determination.

On December 15, 2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China

and Hong Kong and has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect

or investigate completely registered public accounting firms based in mainland China or Hong Kong.

On December 23, 2022, the AHFCAA was

enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges

if its auditor is not subject to PCAOB inspections for two consecutive years instead of three and such act was signed into law on December

December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an

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stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

the PCAOB be unable to fully conduct inspections of our auditors’ work papers in the PRC, it will make it more difficult to evaluate

the effectiveness of our auditor’s audit procedures or quality control procedures and you may be deprived of the benefits of such

inspection, which could result in limitation or restriction to our access to the U.S.

capital markets, and our securities may be delisted

or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.

may consequently lose confidence in our reported financial information and procedures and the quality of our financial statements, which

would adversely affect us.

PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has resumed regular inspections since March

Should the PCAOB be unable to fully conduct inspections of our auditors’ work papers in the PRC, it will make it more difficult

to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures and you may be deprived of the benefits

of such inspection, which could result in limitation or restriction to our access to the U.S.

capital markets, and our securities may

be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the

Investors may consequently lose confidence in our reported financial information and procedures and the quality of our financial

statements, which would adversely affect us.

the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside

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to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

As confirmed by our PRC counsel at the date of September 2, 2022, we are not be subject to the cybersecurity review by the CAC for overseas public offerings of our securities to foreign investors, given that:

(i) our products and services are offered not directly to individual users but through our institutional customers;

confirmed by our PRC counsel at the date of September 2, 2022, we are not be subject to the cybersecurity review by the CAC for overseas

public offerings of our securities to foreign investors, given that:

(i) our products and services are offered not directly to individual

users but through our institutional customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities.

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important

data by the authorities.

Further, we believe our newly established companies and our business plan will not change the above conclusion.

However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies,

including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures

and actions to comply and to minimize the adverse effect of such laws on us.

cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that

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investments, which are:

investments through enterprises established for only a few months without substantive operation;

investments with amounts far exceeding the registered capital of onshore parent and not supported by its business performance shown on

financial statements;

investments in targets which are unrelated to onshore parent’s main business;

investments with abnormal sources of Renminbi funding suspected to be involved in illegal transfer of assets or illegal operation of

underground banking.

through enterprises established for only a few months without substantive operation;

with amounts far exceeding the registered capital of onshore parent and not supported by its business performance shown on financial

in targets which are unrelated to onshore parent’s main business;

with abnormal sources of Renminbi funding suspected to be involved in illegal transfer of assets or illegal operation of underground

January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness

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market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

variations in our actual

and perceived operating results;

news regarding gains or

losses of customers or partners by us or our competitors;

news regarding gains or

losses of key personnel by us or our competitors;

announcements of competitive

developments, acquisitions or strategic alliances in our industry by us or our competitors;

changes in earnings estimates

or buy/sell recommendations by financial analysts;

potential litigation;

the imposition of fines

or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

general market conditions

or other developments affecting us or our industry;

the operating and stock

price performance of other companies, other industries and other events or factors beyond our control.

in our actual and perceived operating results;

regarding gains or losses of customers or partners by us or our competitors;

regarding gains or losses of key personnel by us or our competitors;

announcements

of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;

in earnings estimates or buy/sell recommendations by financial analysts;

imposition of fines or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

market conditions or other developments affecting us or our industry;

operating and stock price performance of other companies, other industries and other events or factors beyond our control.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to

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previously registered 197,227,433 shares of our common stock for their resale by selling stockholders which consisted of:

Up to 164,373,089 shares

of common stock (the “PIPE Stocks”), consisting of (i) 82,186,544 shares of common stock issuable upon the conversion

of our senior secured convertible notes (the “Notes”) issued to the selling stockholders pursuant to the securities purchase

agreement, dated as of January 4, 2023, by and between us and the selling stockholders (the “PIPE Securities Purchase Agreement”),

and (ii) 82,186,544 additional shares of common stock that we are required to register pursuant to a registration rights agreement

between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable

upon conversion of the Notes;

Up to 32,154,344 shares

of common stock (the “PIPE Warrant Stocks”), consisting of (i) 16,077,172 shares of our common stock issued or issuable

upon the exercise of warrants (the “PIPE Warrants”) that were issued pursuant to the PIPE Securities Purchase Agreement,

and (ii) 16,077,172 additional shares of common stock that we are required to register pursuant to a registration rights agreement

between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable

upon exercise of the PIPE Warrant Stocks;

Up to 700,000 shares of

common stock (the “Placement Agent Warrant Stocks”) issued or issuable upon the exercise of placement agent warrants

(the “Placement Agent Warrants”) that were issued to the placement agent pursuant to the PIPE placement agency agreement

(the “PIPE Placement Agency Agreement”), dated as of January 4, 2023.

to 164,373,089 shares of common stock (the “PIPE Stocks”), consisting of (i) 82,186,544 shares of common stock issuable

upon the conversion of our senior secured convertible notes (the “Notes”) issued to the selling stockholders pursuant

to the securities purchase agreement, dated as of January 4, 2023, by and between us and the selling stockholders (the “PIPE

Securities Purchase Agreement”), and (ii) 82,186,544 additional shares of common stock that we are required to register pursuant

to a registration rights agreement between us and certain selling stockholders obligating us to register 200% of the maximum number

of shares of common stock issuable upon conversion of the Notes;

to 32,154,344 shares of common stock (the “PIPE Warrant Stocks”), consisting of (i) 16,077,172 shares of our common stock

issued or issuable upon the exercise of warrants (the “PIPE Warrants”) that were issued pursuant to the PIPE Securities

Purchase Agreement, and (ii) 16,077,172 additional shares of common stock that we are required to register pursuant to a registration

rights agreement between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common

stock issuable upon exercise of the PIPE Warrant Stocks;

to 700,000 shares of common stock (the “Placement Agent Warrant Stocks”) issued or issuable upon the exercise of placement

agent warrants (the “Placement Agent Warrants”) that were issued to the placement agent pursuant to the PIPE placement

agency agreement (the “PIPE Placement Agency Agreement”), dated as of January 4, 2023.

and when the selling stockholders or placement agent convert and/or exercise their warrants or Notes, as the case may be, after the selling

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common stocks were first offered publicly in our IPO in August 2022 at a price of $5.00 per share, and our common stocks have subsequently

traded as high as $656.54 per share and as low as $0.647 per share through June 23, 2023.

The market price of our common stocks on the

Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited

variations in our actual

and perceived operating results;

news regarding gains or

losses of customers or partners by us or our competitors;

news regarding gains or

losses of key personnel by us or our competitors;

announcements of competitive

developments, acquisitions or strategic alliances in our industry by us or our competitors;

changes in earnings estimates

or buy/sell recommendations by financial analysts;

potential litigation;

the imposition of fines

or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

general market conditions

or other developments affecting us or our industry;

the operating and stock

price performance of other companies, other industries and other events or factors beyond our control.

traded as high as $656.54 per share and as low as $0.78 per share as of the date of this Annual Report.

The market price

of our common stocks on the Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control,

including, but not limited to:

in our actual and perceived operating results;

regarding gains or losses of customers or partners by us or our competitors;

regarding gains or losses of key personnel by us or our competitors;

announcements

of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;

in earnings estimates or buy/sell recommendations by financial analysts;

imposition of fines or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

market conditions or other developments affecting us or our industry;

operating and stock price performance of other companies, other industries and other events or factors beyond our control.

factors and any corresponding price fluctuations may materially and adversely affect the market price of our common stocks and result

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cost upon us and divert the resources and attention of our management from our business .

Unresolved Staff Comments

applicable to smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors