As filed with the U.S. Securities and Exchange Commission on September 9, 2024. Registration No. 333-281732 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chanson International Holding (Exact name of Registrant as specified in its charter) Cayman Islands 2000 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (Address ...

As filed with the U.S. Securities and Exchange Commission on September 5, 2024. Registration No. 333-281732 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chanson International Holding (Exact name of Registrant as specified in its charter) Cayman Islands 2000 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chanson International Holding (Exact name of Registrant as specified in its charter) Cayman Islands 2000 Not Applicable As filed with the U.S. Securities and Exchange Commission on August 28, 2024. Registration No. 333-281732 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Em ...

(Exact name of Registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date As filed with the U.S. Securities and Exchange Commission on August 22, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES A ...

Revenue Performance - Total revenue for the year ended December 31, 2023, was $17,252,662, representing a 29.9% increase from $13,272,075 in 2022[283]. - Total revenue increased by $3,980,587, or 30.0%, from $13,272,075 in 2022 to $17,252,662 in 2023, driven primarily by revenue growth in PRC Stores[469]. - Revenue from China increased by $4,822,949, or 50.8%, from $9,491,208 in 2022 to $14,314,157 in 2023, primarily driven by bakery products[3]. - Revenue from bakery products in China rose by $3,826,909, or 44.0%, from $8,705,218 in 2022 to $12,532,127 in 2023, as business operations fully recovered from the COVID-19 pandemic[3]. - Revenue from other products in China increased by $996,040, or 126.7%, from $785,990 in 2022 to $1,782,030 in 2023, due to higher sales of seasonal and beverage products[3]. - Revenue from the United States decreased by $842,362, or 22.3%, from $3,780,867 in 2022 to $2,938,505 in 2023, mainly due to competition and store closures[6]. - Revenue from U.S. bakery products fell by $167,861, or 27.4%, from $612,819 in 2022 to $444,958 in 2023, impacted by increased competition[6]. - Revenue from U.S. beverage products decreased by $346,696, or 16.9%, from $2,047,670 in 2022 to $1,700,974 in 2023, affected by new product launches from competitors[6]. - Revenue from U.S. eat-in services declined by $327,805, or 29.3%, from $1,120,378 in 2022 to $792,573 in 2023, primarily due to the closure of Chanson Greenwich[6]. - The PRC Stores accounted for 82.9% of total revenue in 2023, while the U.S. Stores contributed 17.1%[283]. Product Offerings - The PRC Stores had over 707 types of bakery and seasonal products available, including 145 new products introduced in 2023[283]. - The U.S. Stores offered 108 types of eat-in menu items and bakery products, with 20 new products launched in 2023[283]. - Revenue from bakery products constituted 87.6% of the PRC Stores' revenue in 2023, while seasonal products and beverage products accounted for 9.1% and 3.3%, respectively[284]. - The U.S. Stores generated 27.0% of their revenue from eat-in services in 2023, with beverage products making up 57.9%[285]. - The PRC Stores currently offer over 707 types of bakery products and more than 40 types of beverage products, with bestselling items including little puffs, chocolate cakes, and Americano[303]. Market Expansion and Strategy - The company plans to expand into new markets by opening new stores and enhancing its presence in Xinjiang and New York City[298]. - The company aims to improve in-store customer experience through renovations and standardized employee training[299]. - The company intends to increase brand awareness through marketing efforts, social media presence, and e-commerce sales[301]. - The partnership with Aranka Media Enterprise since 2019 aims to improve brand growth and customer relationships through enhanced media strategy[344]. Customer Engagement and Membership - The PRC Stores had approximately 582,000 members as of December 31, 2023, with sales to members accounting for 51.47% of total sales[312]. - The PRC Stores offer a member day discount of 12% off original prices each week to stimulate sales[341]. - The PRC Stores and U.S. Stores conduct periodic customer satisfaction surveys to gather insights on product quality and customer needs[335]. Financial Performance - Gross profit for 2023 was $8,147,325, up from $6,102,671 in 2022, reflecting improved sales performance[468]. - Total operating expenses rose to $8,757,826 in 2023, compared to $7,540,696 in 2022, primarily due to increased selling and administrative expenses[468]. - The company reported a net income of $33,588 in 2023, a significant improvement from a net loss of $1,288,205 in 2022[468]. - Operating income for 2023 was a loss of $610,501, an improvement from a loss of $1,438,025 in 2022, indicating better expense management[468]. - SG&A expenses are expected to continue increasing as the company invests in new store openings, product launches, and market penetration efforts[465]. Supply Chain and Production - The PRC Stores contract third-party producers for seasonal products, with production based on previous sales records and capacity[305]. - Top suppliers of the PRC Stores in 2023 included Urumqi Yuxin Jiayuan Commerce and Trade Co., Ltd., which constituted 11.93% of total raw materials[329]. - Top suppliers for U.S. Stores in 2023 included Baldor Specialty Foods (28%), Southern Glazers of NY Metro (12%), and The Chefs' Warehouse (13%) of total raw materials[331]. - The central factory has an annual production capacity worth RMB150 million (approximately $21 million) on a raw cost basis[346]. - The investment budget for the central factory is approximately RMB17.8 million (approximately $2.5 million), with RMB14.7 million (approximately $2.1 million) already spent as of December 31, 2023[346]. Employee Management - The PRC Stores and U.S. Stores have a total of 410 employees as of December 31, 2023, with 356 in the PRC and 54 in the U.S.[366]. - The PRC Stores maintain an in-house R&D team of six employees, focusing on product quality and customer trends[354]. - The PRC Stores and U.S. Stores expect to invest resources to retain more qualified employees in their R&D team[354]. - The company has not fully deposited social insurance fees for all employees as required by relevant regulations[442]. - The company has not yet paid housing funds for all employees, which is mandated to be at least 5% of the monthly average salary[443]. Regulatory Compliance - The U.S. Stores are subject to extensive federal, state, and local government regulations, which could impact operations if licenses are not obtained or retained[444]. - The U.S. Stores must comply with zoning, land use, and environmental regulations, which could delay construction and increase development costs[446]. - The U.S. Stores are required to comply with the U.S. Fair Labor Standards Act, which could increase labor costs due to minimum wage changes[448]. - Environmental laws may impose significant fines and liabilities for non-compliance, potentially affecting the business and financial condition of the U.S. Stores[450]. Legal and Taxation - An income tax rate of 10% applies to dividends declared to non-PRC resident investors, which may be reduced to 5% under certain conditions[438]. - Xinjiang United Family and its branch offices currently pay VAT at a rate of 13% for manufacturing and selling bakery products, down from 16% prior to April 2019[433]. - Three of the UFG Entities are paying VAT at a reduced rate of 1%, while the rest are exempt from VAT[433]. - The urban maintenance and construction tax is levied at a rate of 7%, educational surcharges at 3%, and local education surcharges at 2% for Xinjiang United Family and its branch offices[437].

Financial Performance - Total revenue for the six months ended June 30, 2023, was $8,811,287, an increase of 3.1% compared to $8,543,803 in the same period of 2022[8] - Gross profit for the same period was $4,332,571, up from $4,147,088, reflecting a gross margin improvement[8] - Net income for the six months ended June 30, 2023, was $284,760, compared to $220,793 in 2022, representing a 29% increase[8] - For the six months ended June 30, 2023, net revenue was $4,562,762, an increase of 21.4% compared to $3,754,826 for the same period in 2022[34] - Net income for the six months ended June 30, 2023, was $1,213,299, up 26.5% from $959,198 in the prior year[34] - The company reported a total comprehensive loss of $21,107 for the six months ended June 30, 2023, compared to a loss of $38,445 in 2022, showing an improvement[8] - The company expects revenue and net income to increase significantly in the second half of fiscal year 2023 compared to the same period last year[82] Assets and Liabilities - Total assets increased to $36,553,766 as of June 30, 2023, from $27,329,186 as of December 31, 2022, marking a growth of 33.8%[4] - Total liabilities decreased to $24,426,976 as of June 30, 2023, from $26,152,137 as of December 31, 2022, a reduction of 6.6%[4] - Shareholders' equity increased significantly to $12,126,790 as of June 30, 2023, from $1,177,049 as of December 31, 2022, reflecting a growth of 935%[4] - Total assets as of June 30, 2023, were $11,523,084, compared to $11,202,614 as of December 31, 2022, reflecting a growth of 2.9%[33] - Current liabilities increased to $6,173,116 as of June 30, 2023, from $5,858,647 at the end of 2022, representing a rise of 5.3%[33] - Total liabilities as of June 30, 2023, were $7,562,033, an increase from $7,307,391 as of December 31, 2022, indicating a growth of 3.5%[33] Cash Flow and Investments - Cash flows from operating activities provided $610,154, compared to a cash outflow of $(359,946) in the prior year, indicating a significant improvement[19] - Cash and cash equivalents decreased to $1,471,984 as of June 30, 2023, from $2,915,470 as of December 31, 2022, a decline of 49.6%[4] - The company reported cash provided by operating activities of $0.6 million for the six months ended June 30, 2023, compared to cash used in operating activities of $0.4 million for the same period last year[81] - The company incurred a net cash used in investing activities of $(11,252,022), primarily due to payments for long-term debt investment of $(6,000,000) and advances of loans to third parties of $(3,900,000)[19] - The company recorded interest income of $21,452 for the six months ended June 30, 2023, from the loan to the third party[93] - The company incurred an investment income of $171,616 from a $6.0 million investment with Worthy Credit, yielding a 12% annual return[111] Shareholder Information - The Company closed its initial public offering on April 3, 2023, raising funds by selling 3,390,000 Class A ordinary shares at $4.00 each[35] - As of June 30, 2023, the company had 12,390,000 shares issued and outstanding, an increase from 9,000,000 shares as of December 31, 2022, following the IPO[133] - The company has a negative working capital of approximately $5.4 million as of June 30, 2023, including deferred revenue of approximately $7.1 million[81] Revenue Recognition and Accounting Policies - The Company follows ASC 606 for revenue recognition, ensuring that revenue reflects the transfer of goods or services to customers as performance obligations are satisfied[52] - The Company recognized deferred revenue of $7,114,127 as of June 30, 2023, compared to $6,958,160 as of December 31, 2022, primarily from customer payments for membership cards and cash vouchers[57] - Revenue recognized from the opening deferred revenue for the six months ended June 30, 2023, was $3,945,400, compared to $3,899,040 for the same period in 2022[57] - Membership card breakage was immaterial for the six months ended June 30, 2023, and 2022, indicating low likelihood of redemption for inactive cards[55] Operational Developments - The company has established a bakery chain in Xinjiang, consisting of five directly-owned stores and 34 individually-owned businesses[23] - Xinjiang United Family has entered into contractual arrangements with 22 UFG entities, gaining exclusive rights to provide consulting services and absorb business risks[26] - The company has undertaken a reorganization in connection with its initial public offering, establishing a new legal structure to enhance operational efficiency[25] - The company opened three stores in PRC and two stores in the U.S. in 2023, with plans to open another ten stores in PRC later in fiscal year 2023[82] Tax and Regulatory Matters - The Company has not incurred any penalties or interest related to income taxes during the six months ended June 30, 2023, and 2022[66] - The company has a 100% valuation allowance for its deferred tax assets due to uncertainty regarding future earnings in U.S. operations[123] - The company expects tax rates for its UFG entities to potentially increase in future assessments based on past performance[118] Miscellaneous - The company incurred total operating lease expenses of $1,734,513 for the six months ended June 30, 2023, compared to $1,524,429 for the same period in 2022[100] - The company recorded an interest expense of $8,364 for a short-term bank loan of RMB3.0 million ($413,474) for the six months ended June 30, 2023[113] - The cumulative net operating loss (NOL) for U.S. operations increased to $13,088,033 as of June 30, 2023, with an additional NOL of $1,180,111 incurred during the six months[122] - The company incurred lease concessions due to COVID-19 amounting to $1,078,753, with $9,783 received during the six months ended June 30, 2023[46] - The company did not provide any financial support to the UFG entities for the six months ended June 30, 2023 and 2022[32] - The company did not experience any impairments of long-lived assets as of June 30, 2023, and December 31, 2022[51] - The company’s operations are influenced by political, economic, and legal environments in both the PRC and the United States, which may affect financial results[73]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Revenue Performance - Total revenue decreased by 9.7% to $13.3 million in fiscal year 2022, down from $14.7 million in fiscal year 2021[3] - Revenue from China stores decreased by 25.8% to $9.5 million in fiscal year 2022, compared to $12.8 million in fiscal year 2021[4] - Revenue from United States stores increased by 99.6% to $3.8 million in fiscal year 2022, up from $1.9 million in fiscal year 2021[6] - Revenue for 2022 was $13,272,075, a decrease of 9.1% from $14,690,295 in 2021[20] Profitability - Net loss for fiscal year 2022 was $1.3 million, compared to net income of $0.5 million in fiscal year 2021[11] - Gross profit decreased by 11.9% to $6.1 million in fiscal year 2022, with a gross margin of 46.0%[8] - Gross profit for 2022 was $6,102,671, down from $6,930,423 in 2021, reflecting a gross margin of 45.9%[20] - Total comprehensive loss for 2022 was $(1,657,910), compared to a comprehensive income of $595,721 in 2021[20] Expenses - Operating expenses were $7.5 million in fiscal year 2022, slightly up from $7.4 million in fiscal year 2021[9] - Total operating expenses increased to $7,540,696 in 2022, up from $7,375,307 in 2021, primarily due to higher selling and administrative expenses[20] Cash Flow - Cash as of December 31, 2022, was $2.9 million, down from $3.9 million as of December 31, 2021[11] - Cash provided by operating activities was $551,348 in 2022, a significant decrease from $1,778,246 in 2021[23] - Cash used in investing activities was $(860,034) in 2022, compared to $(2,030,921) in 2021, indicating reduced capital expenditures[23] - Cash provided by financing activities was $9,929 in 2022, a recovery from $(178,240) in 2021[23] - Cash and cash equivalents at the end of 2022 were $2,915,470, down from $3,896,812 at the end of 2021[23] Shareholder Information - Basic and diluted loss per share in fiscal year 2022 was $0.14, compared to earnings per share of $0.06 in fiscal year 2021[11] - Earnings per share for 2022 was $(0.14), down from $0.06 in 2021[20] - The company completed its initial public offering of 3,390,000 Class A ordinary shares at a price of $4.00 per share on April 3, 2023[12] Future Plans - The company plans to expand its product selection and open more stores across the United States to enhance brand awareness and shareholder value[2]

As filed with the U.S. Securities and Exchange Commission on March 20, 2023. Registration No. 333-254909 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chanson International Holding (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Cayman Islands 2000 Not Applicable (I.R.S. Emp ...

As filed with the U.S. Securities and Exchange Commission on February 6, 2023. Registration No. 333-254909 AMENDMENT NO. 8 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chanson International Holding UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Cayman Islands 2000 Not Applicable (I.R.S. E ...