As filed with the U.S. Securities and Exchange Commission on September 18, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________

AMENDMENT NO. 11
TO
FORM F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

___________________________

AGIIPLUS INC.

(Exact name of Registrant as specified in its charter)

___________________________

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands		7380		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Level B1, Building 3, No. 1-10
Lane 1500, Kongjiang Rd.
Yangpu, Shanghai 200093

People’s Republic of China
Tel: +86(21) 5151-4881

(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

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Copies to:

Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 (212) 530-2210

Sanny Choi, Esq. CFN Lawyers LLC 418 Broadway #4607 Albany, NY12207 (646) 386 8128

___________________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

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, or the Securities Act, 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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.       Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public policy, such as providing indemnification against civil fraud or the consequences of committing a crime.

Our post-offering memorandum and articles of association that will become effective upon effectiveness of our registration statement on Form F-1 (File No. 333-267461) provide that each officer or director of our company (but not auditors) shall be indemnified out of our assets against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other than by reason of such person’s own dishonesty or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Under the form of indemnification agreement filed as Exhibit 10.1 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

The form of underwriting agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.       Recent Sales of Unregistered Securities

During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. We believe that our issuances of options to our employees, directors, officers and consultants were exempt from registration under the Securities Act in reliance on Rule 701 under the Securities Act. No underwriters were involved in these issuances of securities.

Purchaser		Date of Issuance		Number of Securities		Consideration (US$)
Ordinary Shares
Ogier Global Subscriber (Cayman) Limited		February 18, 2021		1		US$	0.0001
J.distrii Holdings Limited		February 18, 2021		10,239,694		US$	1,023.97
Kitedge Holdings limited		February 18, 2021		935,607		US$	93.56
Royhon Holdings Limited		February 18, 2021		909,618		US$	90.96
Landed Holdings Limited		February 18, 2021		909,618		US$	90.96
Mark Chen Holdings Limited		February 18, 2021		649,727		US$	64.97
United Mission Holdings Limited		February 18, 2021		360,960		US$	36.10
Spacii Holdings Limited		February 18, 2021		216,575		US$	21.66
Maxoffice Holdings Limited		February 18, 2021		216,576		US$	21.66
Ningbo Nayun Limited		August 16, 2021		3,253,033		US$	325.30
J.distrii Holdings Limited		October 28, 2022		6,621,520		US$	662.22
Kitedge Holdings limited		October 28, 2022		608,503		US$	60.85
Royhon Holdings Limited		October 28, 2022		591,814		US$	59.18
Landed Holdings Limited		October 28, 2022		591,814		US$	59.18

Purchaser		Date of Issuance		Number of Securities		Consideration (US$)
Mark Chen Holdings Limited		October 28, 2022		424,932		US$	42.49
United Mission Holdings Limited		October 28, 2022		239,507		US$	23.95
Maxoffice Holdings Limited		October 28, 2022		146,794		US$	14.68
TAN Wee Kiat		October 28, 2022		46,356		US$	4.64
Ningbo Nayun Limited		October 28, 2022		2,088,212		US$	208.82
Ordinary Shares to be Issued Pursuant to Binding Share Purchase Agreements
Hongling Zhang		September 21, 2022(1)		123,810		US$	371,429
Jun Zhao		October 13, 2022(1)		100,000		US$	300,000
Yan Zhao		November 21, 2022(1)		238,000		US$	714,000
Yuhua Song		November 28, 2022(1)		190,000		US$	570,000
Xiaochong Sun		November 29, 2022(1)		70,000		US$	210,000
Min Luo		January 18, 2023(1)		476,190		US$	1,428,571
Yuxiang Chen		February 9, 2023(1)		88,365		US$	265,096
Ying Wang		February 10, 2023(1)		100,638		US$	301,915
Jiali Li		March 4, 2023(1)		50,000		US$	150,000
Xinyi Cai		March 10, 2023(1)		5,715		US$	20,003
KUMZUN WEALTH BERHAD		March 14, 2023(1)		100,000		US$	350,000
Zhang You Kang		​March 15, 2023(1)		5,715		US$	20,003
HONGKONG KAZI INTERNATIONAL GROUP CO., LIMITED		March 15, 2023(1)		1,666,667		US$	5,000,000
AOJIE INTELLIGENT MANUFACTURING CO., LIMITED		March 16, 2023(1)		30,000		US$	105,000
Weijian Lin		March 29, 2023(1)		50,000		US$	150,000
Guangzhi Guan		April 4, 2023(1)		200,000		US$	600,000
Zixuan Gao		May 10, 2023(1)		131,580		US$	500,004
Yan Zhou		May 25, 2023(1)		40,000		US$	152,000
Yanjun Xing		May 27, 2023(1)		34,000		US$	129,200
Jiazhong Wang		June 5, 2023(1)		37,100		US$	140,980
Mingsheng Zhang		June 9, 2023(1)		20,107		US$	76,406
Yuhan Guan		November 6, 2023(1)		35,245		US$	133,931
Yuhan Guan		December 8, 2023(1)		37,200		US$	111,600
Yongshi Liu		January 13, 2024(1)		372,034		US$	1,116,103
Xiaochong Sun		January 15, 2024(1)		220,000		US$	660,000
Guangzhi Guan		January 15, 2024(1)		447,000		US$	1,341,000
Songxian Tan		January 15, 2024(1)		100,000		US$	300,000
Zhe Liu		January 15, 2024(1)		93,009		US$	279,026
Series Pre-A Convertible Redeemable Participating Preferred Shares
H World Holdings Singapore Pte. Ltd.		August 16, 2021		7,603,902		US$	760.39
City Connected Communities Pte. Ltd.		August 16, 2021		7,226,017		US$	722.60
H World Holdings Singapore Pte. Ltd.		October 28, 2022		4,882,655		US$	488.27
City Connected Communities Pte. Ltd.		October 28, 2022		4,640,006		US$	464.00
Series A Convertible Redeemable Participating Preferred Shares
King Inspiration Limited		August 16, 2021		5,203,252		US$	520.33
Junzi Holdings Limited		August 16, 2021		3,468,835		US$	346.88
City Connected Communities Pte. Ltd.		August 16, 2021		2,168,022		US$	216.80
King Inspiration Limited		October 28, 2022		3,341,138		US$	334.11
Junzi Holdings Limited		October 28, 2022		2,227,426		US$	222.74
City Connected Communities Pte. Ltd.		October 28, 2022		1,392,141		US$	139.21

Purchaser		Date of Issuance		Number of Securities			Consideration (US$)
Series A+ Convertible Redeemable Participating Preferred Shares
City Connected Communities Pte. Ltd.		August 16, 2021		4,956,198			US$	495.62
King Inspiration Limited		August 16, 2021		1,362,857			US$	136.29
City Connected Communities Pte. Ltd.		October 28, 2022		3,182,499			US$	318.25
King Inspiration Limited		October 28, 2022		875,125			US$	87.51
Convertible Promissory Notes
US$1.0 million Convertible Promissory Note Held By Kinfolk Investments Holding Pte Ltd.		November 15, 2022		222,222 to 296,296	​(2)		US$	1,000,000
RMB7 million (US$1.0 million) Convertible Promissory Note Held By King Inspiration Limited		March 17, 2023		356,099	​(3)		US$	1,045,072
RMB50 million (US$7.5 million) Convertible Promissory Note Held By City Connected Communities Pte. Ltd.		March 17, 2023		2,543,564	​(4)		US$	7,464,803

____________

(1)      Represents the date such investor entered into an applicable share purchase agreement with us. We expect shares to be delivered to such investor upon the closing of this offering.

(2)      Represents the range of Class A ordinary shares we may issue to Kinfolk Investments Holding Pte Ltd. in the event that it converts the note into our Class A ordinary shares, if the conditions described below are met.

(3)      Represents the number of Series A+ convertible redeemable participating preferred shares we may issue to King Inspiration Limited in the event that it converts the note into our Series A+ convertible redeemable participating preferred shares, if the conditions described below are met.

(4)      Represents the number of Series A+ convertible redeemable participating preferred shares we may issue to City Connected Communities Pte. Ltd. in the event that it converts the note into our Series A+ convertible redeemable participating preferred shares, if the conditions described below are met.

From September 2022 to January 2024, we entered into a series of share purchase agreements with several individual and institutional investors, and none of individual investors is a resident of the U.S. and none of the institutional investors is formed in the U.S. or has its principal place of business in the U.S., pursuant to which we sold 5,056,660 shares of the Company at a price of ranging from $3.0 to $3.8 per share for an aggregate consideration of $15,476,262, and we expect such shares to be delivered to the investors upon the closing of this offering. We plan to use the $15,476,262 in proceeds for general corporate purposes, which may include working capital needs and other corporate uses.

On November 15, 2022, we entered into a convertible promissory note with Kinfolk Investments Holding Pte Ltd., pursuant to which we issued a note to the Kinfolk Investments Holding Pte Ltd.in the principal sum of US$1.0 million, with maturity date on the later of (i) the 18-month anniversary of the date we received the principal, or (ii) the six-month anniversary of this offering. If the closing of this offering occurs prior to 18-month anniversary of the date we received the principal, Kinfolk Investments Holding Pte Ltd. may convert the note into Class A ordinary shares of the Company beginning from the six-month anniversary of the closing of this offering until the maturity date, at a per share conversion price equal to 75% of the initial public offering price. Kinfolk Investments Holding Pte Ltd. will not obtain the economic, voting or other rights associated with our Class A ordinary shares until it has converted the note into Class A ordinary shares and received the same. We plan to use the $1,000,000 in proceeds for general corporate purposes, which may include working capital needs and other corporate uses.

On August 16, 2021, AgiiPlus entered into share repurchase agreements with King Inspiration Limited and City Connected Communities Pte. Ltd., holders of AgiiPlus’ Series A+ convertible redeemable participating preferred shares, respectively, under which both of King Inspiration Limited and City Connected Communities Pte. Ltd. have the right to require AgiiPlus to repurchase a certain number of Series A+ convertible redeemable participating preferred shares (356,099 in the case of King Inspiration Limited, and 2,543,564 in the case of City Connected Communities Pte. Ltd., after taking into account the share issuance in October 2022 and the March 2023 Share Surrender referenced in the paragraph below), at an aggregate purchase price of RMB7 million (US$1.0 million) in the case of King Inspiration Limited, and RMB50 million (US$7.5 million) in the case of City Connected Communities Pte. Ltd., by issuing convertible promissory notes, provided that AgiiPlus fails to become listed on an overseas stock exchange on or before June 30, 2022.

On March 17, 2023, King Inspiration Limited and City Connected Communities Pte. Ltd. exercised their rights under the share repurchase agreements. As a result, AgiiPlus repurchased 356,099 Series A+ convertible redeemable participating preferred shares held by King Inspiration Limited by issuing RMB7 million (US$1.0 million) convertible promissory note to King Inspiration Limited, and repurchased 2,543,564 Series A+ convertible redeemable participating preferred shares held by City Connected Communities Pte. Ltd. by issuing RMB50 million (US$7.5 million) convertible promissory note to City Connected Communities Pte. Ltd. Each of the convertible promissory notes was issued with maturity date on the first anniversary of the issuance date, and may be extended for another one year if mutually agreed upon by us and such note holder. Prior to the earliest to occur of (i) the maturity date of the note, (ii) the completion of this offering, and (iii) the seventh (7th) business day following the execution of transaction documents in connection with any subsequent financing of the Company, each of King Inspiration Limited and City Connected Communities Pte. Ltd. retains the right to convert the convertible promissory notes into Series A+ convertible redeemable participating preferred shares of the Company, with such number being 356,099 shares in case of King Inspiration Limited and 2,543,564 shares in case of City Connected Communities Pte. Ltd. We have received and used the proceeds raised under the two convertible promissory notes for business expansion and general corporate purposes.

On March 16, 2023, each of our shareholders executed a surrender letter, pursuant to which each shareholder irrevocably surrendered to the Company for cancellation and for nil consideration, such number of shares equal to one half (1/2) of the number of shares held by such shareholder prior to this transaction (the “March 2023 Share Surrender”). Through a set of director resolutions dated March 16, 2023, the Company accepts the March 2023 Share Surrender. The March 2023 Share Surrender shall be deemed as equivalent to a consolidation of the Company’s issued and outstanding share capital of two (2) shares into one (1), and the economic rights of our ordinary shares and preferred shares held by each shareholder prior to and after the March 2023 Share Surrender shall remain unchanged, which rights include, but are not limited to, dividend, liquidation, conversion, and redemption rights.

Item 8.       Exhibits and Financial Statement Schedules

(a)    Exhibits

See Exhibits Index beginning on page II-7 of this registration statement.

(b)    Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9.       Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has 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.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

The undersigned registrant hereby undertakes to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.       To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, 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.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(5)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)     If the registrant is relying on Rule 430B:

(A)    Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective

date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)    If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.

(6)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Exhibit Number		Description
99.4**		Consent of Fang Xing (AgiiPlus’ director appointee)
99.5**		Consent of Yang Wang (AgiiPlus’ director appointee)
99.6**		Consent of Hongman Ma (AgiiPlus’ director appointee)
107†		Filing Fee Table

____________

†        Filed herewith.

*        To be filed by amendment

**      Previously filed