As filed with the U.S. Securities and Exchange Commission on December 17, 2025 Registration No. 333-290362 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 WEARABLE DEVICES LTD. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Israel 3873 N/A (I.R.S. Employer Identification No.) ...

Core Viewpoint - The integration of AI glasses with smart cars is becoming a new trend in the industry, enhancing user experience and safety through advanced technology [4][5][6]. Group 1: Industry Trends - The rapid development of AI glasses and their integration with smart cars signifies a shift from traditional vehicle manufacturing to becoming "mobility ecosystem builders" and "AI technology companies" [5][6]. - Major automotive companies are launching AI glasses equipped with AI assistants, enabling features such as voice commands, real-time vehicle status monitoring, and remote control capabilities [5][6][9]. Group 2: Technological Innovations - Innovations in interaction, particularly through voice and visual technologies, are crucial for enhancing user experience in smart mobility [7][8]. - AI glasses utilize advanced voice recognition capabilities, allowing users to interact seamlessly without needing a network connection, thus improving safety during driving [7][9]. Group 3: User Experience Enhancements - The use of AR technology in AI glasses provides a new driving experience by projecting navigation and safety alerts directly onto the lenses, reducing the need for drivers to look away from the road [8][10]. - Features like "zero distraction navigation" significantly decrease the time drivers spend looking away from the road, potentially reducing accident risks by 60% [10]. Group 4: Future Outlook - The evolution of AI glasses into "super terminals" will transform them into essential companions for travel, providing all necessary vehicle information and entertainment options [12]. - By 2030, advancements in Micro LED technology are expected to enhance the display quality of AI glasses, leading to a more immersive user experience [11][12].

Limitless 在去年发布了 AI 可穿戴硬件 Limitless Pendant 。这是一枚 AI 吊坠，售价为 99 美元 （约合人民币 699 元）。 发布不到五天，创始人 就 宣布 这款 AI 吊坠销量突破 2 万台，其中大部 分用户来自中国和美国。 详情请戳视频 以上就是本期全部内容，如果您想了解更多 最新 企业 动态， 欢迎登录 睿兽分析 查看，解锁 赛道 图谱 以及 行业报告 。 后脚 Meta 就收购了人工智能可穿戴设备初创公司 Limitless ，收购金额暂未披露，收购完成后 Limitless 团队将整体并入 Meta 。 扎克伯格前脚表示计划削减元宇宙 30% 的资源投入，将节省下来的资金用于 AI 眼镜与可穿戴设备 等。 ...

文 | 深毒商业 "风停了。" 12月3日，前魅族高管、如今的怒喵科技创始人李楠，在自己的微博上扔下了一颗重磅炸弹。 他直言不讳地指出，根据公司最新的调研，AI眼镜赛道中被众人追捧的几大核心功能:导航、支付、甚 至是听起来酷炫无比的肌肉电流腕带GUI控制，通通都是"伪需求"。 李楠微博 "简而言之，带显示的所有应用都是伪需求，"李楠的结论如同一把锋利的解剖刀，精准地刺向了当下AI 眼镜行业最核心的产品逻辑。 舆论瞬间哗然。因为就在一年前，几乎是同样的时间点，在极客公园那场名为「IF2025创新大会」的舞 台上，聚光灯下的李楠还是AI眼镜最狂热的"鼓吹者"。 他直言AI眼镜是一个"三年100倍的新赛道"，市场规模将达万亿级别，甚至呼吁所有从业者抓紧时间， 兑现这个巨大的风口。 从"三年百倍"的狂热追捧者，到"全是伪需求"的冷静批判者，李楠的态度在短短一年内发生了180度的 大转弯。 这不仅仅是一个科技圈"大嘴"的自我否定，更折射出整个AI眼镜行业在经历了一年的喧嚣与狂奔后，所 面临的冰冷现实与深层困境。 风口真的停了吗？还是说，这场风，从一开始就吹错了方向？ 01 从"百倍赛道"到"伪需求"， 李楠看见了什么？ ...

Core Insights - Smart rings are emerging as a high-end product tier within the wearable ecosystem, providing health and wellness tracking in a more discreet and lightweight manner, complementing smartwatches and bands [2][7] - The global smart ring market is rapidly growing, with shipments expected to exceed 4 million units in 2025, highlighting its significant rise within the broader wearable ecosystem [2][7] Market Leadership - Oura remains the market leader, holding a 74% market share in the first half of 2025, followed by Ultrahuman and Samsung at 9% each, and RingConn at 5% [7] Growth Drivers - The rapid growth of smart rings is driven by consumer demand for simpler, integrated health solutions and manufacturers' diversification strategies [7][8] - A significant portion of consumers, particularly younger users, report digital fatigue and prefer a more streamlined experience, which smart rings provide [7][8] User Adoption - A survey indicates that 43% of respondents do not own a wearable band, with 51% having no plans to purchase one, presenting an opportunity for smart rings to attract these potential users [8] Health Tracking Capabilities - Smart rings excel in tracking sleep, stress, recovery, and women's health due to their closer skin contact and ability to measure indicators like skin temperature more accurately [10][11] - Advanced AI technology enables smart rings to interpret subtle physiological changes and provide personalized health guidance [11] Complementary Role - Smart rings complement existing wearable devices by focusing on continuous health and sleep monitoring, while smartwatches handle activity and fitness tracking, enhancing the overall value of manufacturers' ecosystems [13] Business Model - Smart rings offer a unique monetization approach, focusing on health and sleep tracking, allowing manufacturers to implement subscription or premium service models linked to data insights [16] - Oura's subscription revenue supports ongoing R&D and software updates, enhancing user loyalty through personalized health data [16] Market Penetration Strategies - To broaden appeal, manufacturers need to effectively communicate the value of smart rings in improving health, utilizing social media, KOL partnerships, and new retail channels [17] Challenges and Opportunities - The market is concentrated with clear leaders, presenting opportunities for other manufacturers to innovate and differentiate their products [18] - The true potential of smart rings lies in their integration within a broader health ecosystem, working alongside other devices to generate comprehensive health insights [18][19] Future Outlook - With ongoing advancements in hardware, software, and AI, smart rings are poised to define the next wave of proactive health management, potentially reshaping personal health technology [19]

Core Insights - Wearable Devices Ltd. is conducting a technical roadshow in China due to increased interest from top-tier consumer-electronics manufacturers in integrating its Mudra neural band interface into next-generation AI eyewear platforms [1][2][4] - The industry is experiencing a strategic shift towards neural-band-driven interaction models, enhancing Wearable Devices' position as a preferred technology partner for companies developing augmented reality (AR) and AI wearable products [3][4] Company Overview - Wearable Devices specializes in AI-powered touchless sensing wearables, with products like the Mudra Band and Mudra Link that enable intuitive control of digital devices through gestures [5][6] - The company operates through a dual-channel model, focusing on direct-to-consumer sales and enterprise collaborations, providing advanced input solutions for immersive environments [6][7] Market Trends - There is a growing movement in the industry towards neural-band input for smart glasses, indicating significant potential for collaboration and joint development opportunities in the future [3][4] - The demand for neural-band interfaces has reached an inflection point, with major manufacturers in China planning to incorporate these technologies into their 2026-2027 product roadmaps [4]

Group 1 - The AI glasses industry is experiencing significant activity this year, with major companies like Xiaomi, Huawei, and Meizu launching new products, while startups like Shanjiji quickly form and dissolve [2] - Rokid's founder, Zhu Mingming, views Xiaomi's AI glasses as a typical supply chain product and a benchmark for the industry, while Quark's AI glasses are still in the pre-sale stage and not yet in mass production [2] - Despite the influx of new entrants, the competitive landscape is not yet a zero-sum game, with startups having advantages in technology accumulation and speed, as evidenced by Rokid's sales performance during the Double 11 shopping festival [2] Group 2 - Zhu Mingming perceives a greater threat from low-cost competitors in Huaqiangbei, highlighting a product priced at 99 yuan that includes various AI features, which could lead to a price war detrimental to brands lacking negotiation power [3] - Rokid is focusing on producing display-equipped AI glasses and has announced a partnership with Bolon for production, where Bolon handles design and branding while Rokid focuses on technology and R&D [3] - The current actions of major companies are seen as exploratory, but in two years, competition is expected to intensify, necessitating a focus on ecosystem development, brand loyalty, and reputation building [4] Group 3 - IDC forecasts that global smart glasses shipments will reach 12.8 million units by 2025, with a 26% year-on-year growth, and the Chinese market is expected to exceed 2.75 million units, growing by 107% and leading globally [4]

Core Viewpoint - Zepp Health Corp. has experienced significant revenue growth, reporting a 78.5% increase in Q3, but anticipates a slowdown to approximately 40% in the current quarter, raising questions about its sustainability in the wearables market [2][12]. Financial Performance - Revenue for Zepp Health in Q3 reached $75.8 million, up from $42.5 million a year earlier, marking a substantial year-on-year growth [11]. - The company achieved breakeven on an adjusted operating basis for the second consecutive quarter, with a small actual operating loss of $900,000 [15]. - The gross margin improved to 38.2% in Q3, although it remains lower than Garmin's 60% [14]. Market Position and Competitiveness - Zepp's stock has increased over tenfold since July, indicating a potential shift from being undervalued to gaining investor attention [2][3]. - The company is positioned at the low end of the market with its Amazfit-brand products, which are priced significantly lower than competitors like Garmin [6]. - Despite the stock's recent performance, it still trades at a modest price-to-sales ratio of 3.98, compared to Garmin's 7.39 [4]. Product Development and Strategy - Zepp has distanced itself from its previous reliance on Xiaomi, with only about 5% of sales now coming from Xiaomi products [10]. - The company is focusing on improving product designs and user-friendliness to compete more effectively with established brands like Garmin and Fitbit [8][17]. - The Amazfit T-Rex 3 Pro, released in September, has received positive reviews, although some critiques highlight usability issues [6][7]. Future Outlook - Zepp forecasts a revenue increase of 40% in Q4, projecting sales between $82 million and $86 million, which is lower than the previous quarter's growth rate [12]. - The company aims to achieve profitability in Q4, building on its recent revenue growth and cost control measures [15][16].

Financial Data and Key Metrics Changes - Zepp Health reported a revenue increase of 78.5% year-over-year, reaching $75.8 million in Q3 2025, meeting the upper end of previous guidance [3][12] - Gross margin was reported at 38.2%, a decrease from 40.6% in Q3 2024, primarily due to lower pricing on entry-level products and promotional discounts [13][14] - Operating expenses remained stable at $28.6 million, accounting for 37.7% of sales, with a focus on maintaining cost management [15][17] - The company achieved operating break-even in Q3 2025, a significant improvement compared to an adjusted operating loss of $11.3 million in Q3 2024 [17] Business Line Data and Key Metrics Changes - The launch of the Amazfit T-Rex 3 Pro in September was a highlight, contributing to strong sales alongside the Balance 2 and Helio Strap [3][12] - Entry-level models, including Bip 6 and Active 2, maintained steady sales across global channels, reinforcing Amazfit's strong market positioning [6][12] - The Helio Strap faced supply constraints due to memory chip issues and typhoon-related shipment delays, impacting availability [21][22] Market Data and Key Metrics Changes - North America is estimated to account for approximately 15%-20% of total shipments, with a dual-sourcing strategy mitigating tariff impacts [24] - The company is experiencing strong demand signals for its new products, particularly during the holiday season [30] Company Strategy and Development Direction - Zepp Health is focused on a multi-tier product strategy, enhancing brand visibility while balancing R&D investments with marketing spending [4][10] - The acquisition of Wide AI's core assets aims to integrate women's wellness analytics into the Amazfit ecosystem, enhancing personalized coaching experiences [6] - The company plans to continue expanding its online presence while also addressing offline channel opportunities as supply constraints are resolved [34][35] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth, anticipating Q4 revenue between $82 million and $86 million, representing 38%-45% year-over-year growth [19] - Despite a challenging macroeconomic environment, the strategic focus on sports tech and a holistic health ecosystem is yielding positive results [9][10] Other Important Information - The company has retired $64.5 million of debt since the beginning of 2023, optimizing its capital structure [18] - Zepp Health maintained its share-buyback program, reflecting confidence in long-term fundamentals and growth trajectory [19] Q&A Session Summary Question: Supply constraints on Helio Strap - Management acknowledged supply constraints due to memory chip issues and typhoon-related delays, impacting availability [21][22] Question: North America shipment percentage and tariff impact - Management confirmed North America accounts for approximately 15%-20% of shipments, with minimal tariff impact due to dual-sourcing strategies [24] Question: Product launches in Q3 and Q4 - The only new product launched in Q3 was the T-Rex 3 Pro, with the 44 mm version launched in Q4 [25][30] Question: Holiday season demand and product performance - Management reported positive signals for holiday season demand, with T-Rex 3 Pro performing well compared to previous models [30][31] Question: Channel strategy for 2026 - Management highlighted growth in online channels, particularly through Amazon and their own website, while also planning to expand offline presence as supply issues are resolved [34][35] Question: Q4 top-line guidance assumptions - Management expects a strong holiday season, aiming to increase average selling prices while managing discounting selectively [41][42] Question: Future product roadmap and launches - Management indicated a consistent pace of new product launches, with plans for two to three new products each quarter [44][45]

Financial Data and Key Metrics Changes - Zepp Health reported a revenue increase of 78.5% year-over-year, reaching $75.8 million, meeting the upper end of previous guidance [12][3] - Gross margin was reported at 38.2%, a decrease from 40.6% in Q3 2024, influenced by product mix and pricing strategies [14][11] - Operating expenses remained stable at $28.6 million, accounting for 37.7% of sales, compared to 44.4% in the previous quarter [16][15] - The company achieved operating break-even in Q3 2025, a significant improvement from an adjusted operating loss of $11.3 million in Q3 2024 [18] Business Line Data and Key Metrics Changes - The launch of the Amazfit T-Rex 3 Pro contributed significantly to revenue growth, alongside continued strong performance from Balance 2 and Helio Strap [13][3] - Entry-level models, including Bip 6 and Active 2, maintained steady sales across global channels, reinforcing Amazfit's strong market positioning [6][4] - The T-Rex product line showed strong margin performance, helping to offset the impact of discounts on entry-level products [14][9] Market Data and Key Metrics Changes - The company noted that North America accounts for approximately 15%-20% of total shipments, with a dual-sourcing strategy mitigating tariff impacts [23] - Inventory levels increased slightly to prepare for upcoming product launches and the peak consumer electronics season in Q4 [18][11] Company Strategy and Development Direction - Zepp Health is focused on a multi-tier product strategy, enhancing brand visibility while maintaining operational discipline [4][3] - The acquisition of Wide AI's core assets aims to integrate women's wellness analytics into the Amazfit ecosystem, enhancing personalized coaching experiences [6][5] - The company is committed to expanding its online presence while also planning to increase offline channel reach once supply constraints are resolved [30][29] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for Q4, expecting revenue between $82 million and $86 million, representing 38%-45% year-over-year growth [10][20] - The macroeconomic landscape has impacted performance, but the company is focused on long-term supply chain optimizations and inventory management [11][10] - Management highlighted a positive demand signal for new products and a strong product pipeline heading into the holiday season [26][25] Other Important Information - The company received the RED Network Security MB certificate, reflecting its commitment to user privacy and product safety [7] - Zepp Health has retired $64.5 million of debt since the beginning of 2023, optimizing its capital structure [20] Q&A Session Summary Question: Can you provide more details on the supply constraints for the Helio Strap? - Management indicated that supply constraints were due to memory chip issues affecting the entire industry and typhoon-related shipment delays [22] Question: What is the current contribution of North America to total shipments? - Management confirmed that North America accounts for approximately 15%-20% of total shipments, with minimal tariff impact due to a dual-sourcing strategy [23] Question: How has the T-Rex 3 Pro performed compared to previous models? - The T-Rex 3 Pro has received positive feedback and is performing better than the T-Rex 3 at launch, indicating strong market acceptance [26] Question: What are the plans for channel growth in 2026? - Management noted that both online and offline channels present significant growth opportunities, with a focus on expanding online presence while resolving supply issues for offline channels [30][29] Question: What are the assumptions behind the Q4 revenue guidance? - The guidance is based on expectations of a strong holiday season, with efforts to increase average selling prices through new product launches [33]