PASW · Ping An Biomedical Co., Ltd.

Summary

Ping An Biomedical Co., Ltd. (PASW) is a Cayman Islands holding company with no material operations of its own. It conducts its operations through its PRC operating subsidiary, New Brand Cashmere Products Co., Ltd., which provides one-stop supply chain management (SCM) services in the apparel industry, including market trend analysis, product design, raw material sourcing, production, quality control, and logistics management for yarn products and finished garments. The company is filing an F-1 registration statement for a resale offering of up to 13,611,800 ordinary shares by the selling shareholder, Action Holdings Limited. The company will not receive any proceeds from this offering. The filing highlights significant risks, including a strategic diversification into biopharmaceuticals via a non-binding memorandum with Future Biotechnology Group, which involves substantial capital commitments and performance targets. The company has received a minimum bid price deficiency notice from Nasdaq and faces potential delisting risks due to proposed new listing rules. It qualifies as an emerging growth company and a foreign private issuer, which exempts it from certain U.S. reporting requirements. The company has not paid dividends and does not anticipate doing so in the foreseeable future.

Key takeaways

• The company is a Cayman Islands holding company (Ping An Biomedical Co., Ltd.) with operations conducted through its PRC subsidiary, New Brand Cashmere Products Co., Ltd., a one-stop apparel supply chain management service provider.
• This is a resale offering of up to 13,611,800 ordinary shares by the selling shareholder, Action Holdings Limited. The company will not receive any proceeds from the sale.
• The company has entered into a non-binding memorandum with Future Biotechnology Group for an initial investment of $30 million in cash and subsequent acquisitions with aggregate consideration of $60 million, representing a significant strategic diversification into biopharmaceuticals.
• The company received a Nasdaq minimum bid price deficiency notice on November 24, 2025, and has until May 25, 2026, to regain compliance. Nasdaq has also proposed a new $5 million minimum market value continued listing requirement that could result in immediate suspension and delisting.
• As of the date of the prospectus, there were 124,550,000 ordinary shares issued and outstanding. The selling shareholder, Action Holdings Limited, beneficially owned 13,611,800 shares (10.93%) prior to the offering.
• The company qualifies as an 'emerging growth company' under the JOBS Act and as a 'foreign private issuer,' which exempts it from certain U.S. reporting and governance requirements.
• The company has not declared or paid cash dividends on its ordinary shares since inception and does not anticipate declaring dividends in the foreseeable future, intending to retain earnings for business operations.