NewGenIvf Group Ltd-A美股招股说明书(2026-03-13版)

100,000,000 Class A Ordinary Shares NewGenIvf Group Limited This prospectus relates to the resale by the selling securityholders identified in this prospectus (“Selling Securityholders”) ofup to 100,000,000 Class A Ordinary Shares, no par value per share (“Class A Ordinary Shares”), consisting of (i) 50,000,000 Class AOrdinary Shares issuable by the Company to White Lion Capital, LLC (“White Lion”) in connection with the Common StockPurchase Agreement dated as of November 21, 2024, by and between the Company and White Lion (the “White Lion PurchaseAgreement”); and (ii) 50,000,000 Class A Ordinary Shares issuable to JAK Opportunities VI LLC upon the conversion of (a) theRemaining Additional Notes (as defined below), (b) the senior convertible notes exchanged on August 8, 2024 (“Exchange Notes”),(c) the exercise of the Series A warrants to purchase Class A Ordinary Shares (the “Series A Warrants”), (d) the exercise of Series Bwarrants to purchase Class A Ordinary Shares (the “Series B Warrants”), (e) the exercise of Series C warrants to purchase Class AOrdinary Shares (the “Exchange Warrants” and together with the Series A Warrants and the Series B Warrants, the “Warrants”), and (f)the New CB Initial Note (as defined below) (the “Resale Shares”). The Resale Shares were issued in private placements to certainSelling Securityholders. We are registering the offer and resale of the Resale Shares to satisfy certain registration rights we have granted. The ResaleShares will be resold from time to time by the Selling Securityholders listed in the section titled “Selling Securityholders” beginningon page 106. The Resale Shares represent more than the number of our outstanding Class A Ordinary Shares, and the sales of the ResaleShares, or the perception that those sales might occur, could depress the market price of our Class A Ordinary Shares and could impairour ability to raise capital through the sale of additional equity securities. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sellthese securities. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or privatetransactions in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may offer and sell thesesecurities directly to purchasers, through agents in ordinary brokerage transactions, in underwritten offerings, directly to marketmakers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with anysales of securities offered hereunder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be“underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act.” White Lion is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act. The actual number of Class A Ordinary Shares issuable to White Lion will vary depending on the then-current market price ofClass A Ordinary Shares sold or issuable to White Lion under the White Lion Purchase Agreement and are subject to the furtherlimitations set forth in the White Lion Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ResaleShares by the Selling Securityholders. However, we may receive gross proceeds of up to $500 million from the sale of our Class AOrdinary Shares to White Lion pursuant to the White Lion Purchase Agreement. The actual proceeds from White Lion may be lessthan this amount, depending on the number of Class A Ordinary Shares sold and the price at which the Class A Ordinary Shares aresold. In addition, we may receive proceeds from the conversion of the Additional Notes, Exchange Notes, Warrants, New CB InitialNote which proceeds will be used for working capital and other general corporate purposes. The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of theResale Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering theResale Shares, including legal and accounting fees. See “Plan of Distribution.” Our Class A Ordinary Shares currently trade on The Nasdaq Capital Market under the symbol “NIVF.” The last reportedclosing price of our Class A Ordinary Shares on March 12, 2026 was $0.50. We qualify as a “foreign private issuer,” as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or theSecurities Act, thus we are eligible for reduced public company reporting requirements, and are permitted to rely on certainexemptions from Nasdaq corporate governance rules. NewGenIvf Group Limited (“NewGenIvf,” “Company,” “our,” “we,” or “us”) is a British Virgin Islands holding companywith our operations conducted through our subsidiaries in the Cayman Is