As filed with the U.S. Securities and Exchange Commission on January 29, 2026. Registration No. 333-292950 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 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) ____________________ | Cayman Islands | 3351 | Not Applicable | | --- ...

As filed with the U.S. Securities and Exchange Commission on January 26, 2026. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) ____________________ Cayman Islands 3351 Not Applicable (State or othe ...

Financial Operations and Dividends - Xinxu is a holding company with no material operations and relies on its PRC subsidiaries for cash and financing requirements[41]. - No dividends or distributions have been made from subsidiaries to the holding company or investors in the past three fiscal years[46]. - Future earnings are intended to be retained for business expansion, with no cash dividends expected in the foreseeable future[47]. - PRC regulations restrict subsidiaries from paying dividends except from retained earnings, and at least 10% of after-tax profits must be set aside for statutory reserves[46]. - Dividends paid to overseas shareholders may be subject to a PRC withholding tax of up to 10%[49]. - The Double Tax Avoidance Arrangement may reduce the withholding tax rate to 5% under certain conditions, but obtaining the necessary tax resident certificate is not guaranteed[50]. - The company relies on dividends and other distributions from its PRC subsidiaries to meet cash and financing requirements, which could be restricted by regulations[124]. - Dividends from PRC subsidiaries to offshore entities may be subject to a withholding tax rate of 10%, which could be reduced to 5% under certain conditions[130]. - The statutory reserve fund requirement mandates that PRC subsidiaries set aside at least 10% of accumulated after-tax profits, limiting available funds for dividends[125]. Regulatory Environment - The PRC government imposes controls on currency convertibility, which may affect the ability to transfer cash out of China[48]. - Regulatory developments in China include increased supervision over companies listed overseas and enhanced cybersecurity reviews[58]. - The HFCA Act may impact trading of securities if the PCAOB cannot inspect the company's auditor for two consecutive years[56]. - The New Overseas Listing Rules require PRC domestic companies to file their overseas offering and listing plans with the CSRC under certain conditions[62]. - Companies with personal information of over 1 million users must undergo cybersecurity review before listing abroad[61]. - The CSRC has confirmed the completion of filing procedures for the company's overseas offering under the New Overseas Listing Rules[64]. - The company must report any significant changes in business or offering plans to the CSRC within three business days[64]. - Regulatory developments may impose additional compliance requirements that could impact the company's ability to offer securities[65]. - The company is subject to potential fines between RMB 1 million and RMB 10 million for non-compliance with CSRC regulations[64]. - The Confidentiality and Archives Administration Provisions require PRC enterprises to establish a confidentiality system for overseas listings[66]. - The PRC government may exert more oversight over overseas offerings, potentially limiting the company's ability to raise capital[67]. - The company must monitor regulatory changes that could affect its operations and overseas listings[67]. - The PCAOB determined on December 15, 2022, that it could secure complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong[87]. - The New Overseas Listing Rules released by the CSRC on February 17, 2023, require PRC domestic companies to file overseas offering and listing plans under certain conditions[99]. - Trading in the company's securities may be prohibited under the HFCA Act if the PCAOB cannot inspect the auditor for two consecutive years, which could lead to delisting from U.S. exchanges[83]. - The PRC government continues to exert significant control over economic growth, which may adversely affect the company's business and financial condition[89]. - The company is not currently subject to cybersecurity review measures as it does not process personal information of more than one million users[98]. - The PCAOB's inability to inspect accounting firms in China could lead to the company being identified as a Commission-Identified Issuer, impacting its ability to maintain its Nasdaq listing[87]. - The CSRC's New Overseas Listing Rules also apply to subsequent overseas securities offerings, not just initial public offerings[99]. - The PRC legal system's rapid evolution and uncertainties in law enforcement could limit legal protections for the company[92]. - The company may need to change its auditor if PRC authorities impose further regulations, which could affect the quality of audit evaluations[85]. - The PRC government has significant control over business operations, which may lead to material changes in operations and affect the value of ordinary shares[104]. - The company has completed filing procedures with the CSRC under the New Overseas Listing Rules, confirming compliance for overseas offerings[104]. - Future loans and capital contributions to PRC subsidiaries may be delayed or prevented due to regulatory requirements, impacting liquidity and business expansion[108]. - The enforcement of the PRC Labor Contract Law may increase labor costs and impose limitations on labor practices, adversely affecting business operations[111]. - The company may face challenges in obtaining necessary permits and approvals for operations, which could materially affect financial condition and results[102]. - Regulatory changes in China may impose stricter compliance requirements, leading to increased operational costs[106]. - The company is subject to penalties for non-compliance with labor laws, which could result in significant liabilities[112]. - The PRC government may restrict access to foreign currencies, affecting the ability to fund and expand business operations[110]. - Legal processes in China may hinder the enforcement of foreign judgments, complicating shareholder claims[115]. - The use of corporate chops for legal documents is critical, and any failure in their management could adversely affect business operations[117]. - PRC regulations may limit the ability of PRC-resident beneficial owners to inject capital into PRC subsidiaries or restrict profit distributions[120]. - Under the EIT Law, if considered a PRC resident enterprise, the company could be subject to a 25% income tax on global income, potentially reducing profitability[129]. - Restrictions on currency exchange may limit the ability of PRC subsidiaries to utilize revenues effectively for dividend payments or other distributions[123]. - The company may face challenges in complying with evolving foreign exchange regulations, which could impact its ability to conduct cross-border transactions[122]. - The Chinese government may impose stricter capital controls, affecting the ability to remit foreign currency for dividends and investments[128]. - The company has made efforts to notify PRC residents of registration requirements under SAFE regulations, but compliance cannot be guaranteed[121]. - Any failure to comply with SAFE regulations could result in fines, legal sanctions, and restrictions on overseas investment activities[122]. - The company is subject to a 10% PRC withholding tax on dividends payable to non-resident enterprises, which may significantly affect the value of investments in ordinary shares[132]. - Cash and assets are primarily located in the PRC, and any restrictions imposed by the PRC government could adversely affect the company's operations and growth strategies[133]. - The company has not made any transfers, dividends, or distributions from its subsidiaries to investors in the past three fiscal years[133]. - The New Overseas Listing Rules require filings for overseas offerings and listings, which could limit the company's ability to offer shares and may cause share value to decline[143]. - The company has completed the CSRC filing procedures under the New Overseas Listing Rules, confirming compliance with regulatory requirements for its overseas offering[146]. - The company has received all requisite licenses and approvals to conduct its business in China and list on a U.S. stock exchange, but future approvals may be required[148]. - The PRC regulatory agencies may require the company to halt its initial public offering, which could adversely affect market trading and the settlement of shares[149]. - The company has not been notified of any restrictions limiting its PRC subsidiaries' ability to transfer cash to another PRC subsidiary as of the report date[135]. - The company may face uncertainties regarding the interpretation and enforcement of new laws and guidelines, which could impact its business and financial outlook[147]. - The company is advised that the CSRC's approval under the M&A Rules is not required for its initial public offering, but uncertainties remain regarding future interpretations[139]. Market and Operational Risks - The company’s operations and revenues are significantly affected by economic and political developments in the PRC[88]. - The company has experienced significant fluctuations in raw material prices, which could materially impact earnings and operational results[173]. - The copper industry is highly competitive, with pressure on prices and profit margins due to growing industry capacity from competitors[191]. - The company faces risks related to supply chain disruptions, which could adversely impact production and delivery capabilities[174]. - The company has not entered into long-term agreements with customers, which could lead to reduced sales if customers switch to other suppliers[179]. - The company does not have long-term contracts with most suppliers, which may lead to reduced order quantities or termination of sales, adversely affecting financial condition[186]. - The company has invested significantly in branding, sales, and marketing to attract and retain customers, but there is no assurance that these efforts will yield positive results[184]. - The management expects to satisfy future cash needs through debt or equity financing until significant recurring revenues are generated[194]. - Operating and financial restrictions in loan agreements may limit the company's ability to finance operations and pursue beneficial business activities[197]. - The company plans to use a portion of proceeds from its initial public offering for potential acquisitions in the copper industry[199]. - The company may face difficulties in expanding into new businesses or industries, which could adversely affect financial results[198]. - The company lacks business liability or disruption insurance, exposing it to significant costs and business disruption risks[202]. - The company may incur liabilities not covered by insurance, which could adversely affect financial condition[203]. - The management team lacks experience in managing a U.S.-listed public company, which may affect compliance with regulatory obligations[208]. - The company may face litigation risks related to claims of wrongful use or disclosure of confidential information by employees or contractors[221]. - The company acknowledges that security breaches could lead to significant economic losses and damage to its reputation[222]. - The company may have more than 50% of its assets producing passive income depending on the cash raised in the initial public offering and other assets held[240]. - The determination of asset composition will be made following the end of any particular tax year[240]. - The company treats its consolidated affiliated entities as owned for U.S. federal income tax purposes, consolidating their operating results in its financial statements[240]. - For PFIC analysis, a non-U.S. corporation is deemed to own its pro rata share of gross income and assets of any entity where it owns at least 25% of the equity by value[240]. Customer and Supplier Dependency - For the fiscal year ended June 30, 2023, one key customer accounted for approximately 37.02% of total revenues, indicating a high dependency on major customers[180]. - The top three suppliers accounted for approximately 55.30% of total purchases for the fiscal year ended June 30, 2023, highlighting reliance on a limited number of suppliers[185]. Labor and Environmental Compliance - The company has not made adequate contributions to employee benefit plans, which may lead to penalties and adversely affect financial condition[150]. - The company is required to comply with various environmental laws, with potential fines ranging from RMB200,000 to RMB 1 million for non-compliance[152]. - The company has obtained a pollutant discharge permit expiring on January 8, 2030, but failure to comply with environmental laws could lead to production suspension[152]. - Labor costs in China are expected to continue rising due to economic growth and inflation, which may adversely affect profitability and operational results[223]. - The company anticipates that significant natural disasters or public health crises could disrupt operations and negatively impact customer demand[224]. Shareholder and Market Considerations - Following the initial public offering, there will be 21,725,000 ordinary shares outstanding if the underwriters' over-allotment option is fully exercised[235]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[236]. - The trading price of the company's ordinary shares may be volatile, influenced by market conditions and the performance of other Chinese companies listed in the U.S.[229]. - If classified as a passive foreign investment company (PFIC), U.S. taxpayers holding the company's shares may face adverse tax consequences[238]. - The company has applied to list its ordinary shares on Nasdaq, but there is no guarantee that the listing will be approved or that a liquid market will develop[227].

As filed with the U.S. Securities and Exchange Commission on September 18, 2025. Registration No. 333-278407 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) ____________________ Not Applicable (Translation of Registrant's name into English) Cayman Islands 3351 Not A ...

As filed with the U.S. Securities and Exchange Commission on September 8, 2025. Registration No. 333-278407 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Amendment No. 4 Cayman Islands 3351 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact nam ...

As filed with the U.S. Securities and Exchange Commission on August 4, 2025. Registration No. 333-278407 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 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) ____________________ Not Applicable (Translation of Registrant's name into English) Cayman Islands 3351 Not Appli ...

As filed with the U.S. Securities and Exchange Commission on June 10, 2025. Registration No. 333-278407 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 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) ____________________ Not Applicable (Translation of Registrant's name into English) Cayman Islands 3351 Not Applic ...

As filed with the U.S. Securities and Exchange Commission on August 9, 2024. Registration No. 333-278407 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 incorporation or organization) ____________________ Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) ____________________ Not Applicable (Translation of Registrant's name into English ...

As filed with the U.S. Securities and Exchange Commission on March 29, 2024. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ XINXU COPPER INDUSTRY TECHNOLOGY LIMITED (Exact name of Registrant as specified in its charter) ____________________ Not Applicable (Translation of Registrant's name into English) Cayman Islands 3351 Not Applicable (State or other jurisdiction of incor ...