The info on this prospectus just isn’t full and could also be modified. These
securities might not be bought till the registration assertion filed with the Securities and Exchange Commission is efficient. This prospectus just isn’t a suggestion to promote these securities and it’s not soliciting a suggestion to purchase these securities in any
jurisdiction the place the provide or sale just isn’t permitted.
Subject to Completion, Dated August 26, 2022
PROSPECTUS
Q&Ok International Group Limited
US$300,000,000
Class A Ordinary Shares
Preferred Shares
Warrants
Units
Debt Securities
We could provide and
promote sometimes as much as a complete quantity of US$300,000,000, consisting of (i) Class A odd shares, par worth US$0.00001 per share, together with within the type of American depositary shares, or ADSs, every representing 100 and fifty
(150) Class A odd shares, (ii) most well-liked shares, (iii) warrants to buy our Class A odd shares, (iv) models, and (v) debt securities, or any mixture thereof, in a number of choices underneath this
prospectus at costs and on phrases described in a number of dietary supplements to this prospectus.
We confer with our Class A odd shares,
ADSs, most well-liked shares, warrants, models and debt securities collectively as securities on this prospectus.
Each time we
promote securities, we’ll present a complement to this prospectus that comprises particular details about the providing and the phrases of the securities. The complement can also add, replace or change info contained on this prospectus. We could
additionally authorize a number of free writing prospectuses to be offered in reference to a selected providing. You ought to learn this prospectus, any prospectus complement and any free writing prospectus fastidiously earlier than you put money into any of our
securities.
We could promote the securities registered hereunder to or by a number of underwriters, sellers and brokers, or on to
purchasers, or by a mix of those strategies, on a steady or delayed foundation. See Plan of Distribution. If any underwriters, sellers or brokers are concerned within the sale of any of the securities, their names, and any relevant
buy value, charge, fee or low cost preparations between or amongst them, will likely be set forth, or will likely be calculable from the knowledge set forth, within the relevant prospectus complement.
Our ADSs are listed on the NASDAQ Global Market and are traded underneath the image QK. On August 25, 2022, the closing value of our
ADSs on the NASDAQ Global Market was US$3.29 per ADS.
Investing in our securities entails dangers. You ought to learn the Risk
Factors part on this prospectus, any relevant prospectus complement, any associated free writing prospectus and the paperwork we incorporate by reference on this prospectus earlier than investing in our securities.
This prospectus might not be used to supply or promote any securities until accompanied by a prospectus complement.
Q&Ok International Group Limited just isn’t an working firm however a Cayman Islands holding firm with operations carried out by our
subsidiaries in China. Investors in our securities have bought securities of a holding firm integrated within the Cayman Islands. On October 26, 2021, we transferred all of our fairness curiosity within the Shanghai Qingke Investment Consulting Co.,
Ltd., or the WFOE, to Wangxiancai Limited, which is beneficially owned by the authorized consultant and govt director of considered one of our subsidiaries, a associated social gathering (the Equity Transfer). The WFOE had a sequence of contractual
preparations with Shanghai Qingke E-commerce Co., Ltd., or the VIE. Through the VIE and its subsidiaries (the VIE entities), we carried out sure rental house operation enterprise previous to the
Equity Transfer. As a results of the Equity Transfer, we not conduct any operation by a variable curiosity entity. However, we didn’t account for the Equity Transfer as a discontinued operation and the financials of the WFOE and VIE
entities had been consolidated into our unaudited interim condensed consolidated monetary statements as of and for the six months ended March 31, 2022 as we now have been concerned within the settlement of liabilities of the WFOE and nonetheless have the management
over the allocation of remaining property within the liquidation of the VIE entities. The WFOE and VIE entities contributed 30% and 0.4% of our consolidated revenues for the six months ended March 31, 2021 and 2022. As of the date hereof, we now have
initiated chapter proceedings with respect to main VIE entities. For extra detailed dialogue of how money is transferred between our subsidiaries, WFOE and the VIE entities, see Our CompanyHow Cash is Transferred by Our
Organization on this prospectus. As used on this prospectus, until the context in any other case requires, we, us, our firm and our confer with Q&Ok International Group Limited and its
subsidiaries, besides within the context of describing the consolidated monetary info, additionally embrace the VIE entities.
We are uncovered
to authorized and operational dangers related to our operations in China. The PRC authorities has important authority to exert affect on the power of an organization with operations in China, together with us, to conduct its enterprise. Changes in
Chinas financial, political or social situations or authorities insurance policies might materially and adversely have an effect on our enterprise and outcomes of operations. We are topic to dangers as a result of uncertainty of the interpretation and the applying of
the PRC legal guidelines and rules, together with however not restricted to the dangers of uncertainty about any future actions of the PRC authorities on U.S. listed firms. We can also be topic to sanctions imposed by PRC regulatory businesses, together with CSRC, if
we fail to adjust to their guidelines and rules. Any actions by the PRC authorities to exert extra oversight and management over choices which can be carried out abroad and/or overseas funding in firms having operations in China, together with us,
might considerably restrict or fully hinder our capability to supply or proceed to supply securities to traders, and trigger the worth of our securities to considerably decline or grow to be nugatory. These China-related dangers might lead to a
materials change in our operations and/or the worth of our securities, or might considerably restrict or fully hinder our capability to supply securities to traders sooner or later and trigger the worth of such securities to considerably decline or
grow to be nugatory. See Our CompanyRecent PRC Regulatory Development on this prospectus and Item 3. Key InformationD. Risk Factors Risks Related to Doing Business in China in our Form 20-F for our fiscal 12 months ended September 30, 2021, or FY 2021, which is integrated herein by reference.
Our U.S.-based auditor, Marcum Bernstein & Pinchuk LLP, just isn’t among the many PCAOB-registered public accounting companies headquartered within the
PRC or Hong Kong which can be topic to PCAOBs dedication on December 16, 2021 of getting been unable to examine or examine fully. However, we might nonetheless face the danger of delisting and cessation of buying and selling of our securities from
a inventory alternate or an over-the-counter market within the United States underneath the Holding Foreign Companies Accountable Act and the securities rules promulgated
thereunder if the PCAOB determines sooner or later that it’s unable to fully examine or examine the audit working papers of our auditor that are positioned in China. See Risk FactorsRisks Related to Doing Business within the
PRCIf the U.S. Public Company Accounting Oversight Board, or the PCAOB, is unable to examine our auditors as required underneath the Holding Foreign Companies Accountable Act, the SEC will prohibit the buying and selling of our ADSs. A buying and selling prohibition for
our ADSs, or the specter of a buying and selling prohibition, could materially and adversely have an effect on the worth of your funding. Additionally, the shortcoming of the PCAOB to conduct inspections of our auditors would deprive our traders of the advantages of such
inspections in our Form 20-F for FY 2021, which is integrated herein by reference.
Our
historic company construction is topic to dangers related to our contractual preparations with the VIE entities. Our historic contractual preparations won’t be as efficient as direct possession in offering us with management over the VIE
entities and the termination of those agreements could incur extra prices. If the PRC authorities deems that our historic contractual preparations with the VIE entities don’t adjust to PRC regulatory restrictions on overseas funding within the
related industries, or if these rules or the interpretation of present rules change or are interpreted otherwise sooner or later, we might be topic to extreme penalties or be compelled to relinquish our pursuits in these operations. Our
Cayman Islands holding firm, our PRC subsidiaries and VIE entities, and traders of our firm face uncertainty about potential future actions by the PRC authorities that might have an effect on the enforceability of the historic contractual preparations
with the VIE entities and, consequently, considerably have an effect on the historic monetary efficiency of the VIE entities and our Company as an entire. See Risk FactorsRisks Related to Our Corporate StructureIf the PRC authorities
determines that the contractual preparations with the VIE entities didn’t adjust to PRC rules, or if these rules change or are interpreted otherwise sooner or later, our shares and/or ADSs could decline in worth if we’re deemed to be
unable to say our contractual management rights over the property of the VIE entities on this prospectus.
Neither the
Securities and Exchange Commission nor any state securities fee has accredited or disapproved of those securities or handed upon the accuracy or completeness of this prospectus, together with any prospectus complement, free writing prospectus and
paperwork integrated by reference. Any illustration on the contrary is a felony offense.
The date of this prospectus is
, 2022.