As filed with the Securities and Exchange Commission on February14, 2023

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Harden Technologies Inc.
(Exact Name of Registrant as Specified in its Charter)

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British Virgin Islands	3559	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

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Building8, No. 6 Jingye Road Torch Development Zone Zhongshan City PR China 528400 86-760-89935422	Vcorp Agent Services, Inc. 25 Robert Pitt Dr., Suite 204 Monsey, New York 10952 (888) 528-2677
(Address, including zip code, and telephone number, including area code, of principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

Bradley A. Haneberg, Esq.
Haneberg Hurlbert PLC
1111 East Main Street
Suite 2010
Richmond, Virginia 23220 Telephone: 804-554-4941 Fang Liu, Esq. VC Law LLP 1945 Old Gallows Road Suite 630 Vienna, Virginia 22182 Telephone: (301) 760-7393

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

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†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY14, 2023

2,500,000 Ordinary Shares

Harden Technologies Inc.

This is the initial public offering of Harden Technologies Inc. We expect the initial public offering price will be between $5.00 to $7.00 per ordinary share. No public market currently exists for our ordinary shares. We have applied for approval of the listing our ordinary shares on the Nasdaq Capital Market and have reserved the symbol “HARD” for such listing for the ordinary shares we are offering. We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the Nasdaq Capital Market. We cannot guarantee that we will be successful in listing our securities on Nasdaq; however, we will not complete this offering unless we are so listed.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”), and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Risk Factors — We are an ‘emerging growth company,’ and we cannot be certain if choosing to elect the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.”

Investing in our ordinary shares involves significant risks. See “Risk Factors” beginning on page 21 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares.

We are a holding company incorporated in the British Virgin Islands. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries in the PRC. The ordinary shares offered in this offering are shares of the British Virgin Islands holding company. Investors of our ordinary shares should be aware that they may never directly hold equity interests in our subsidiaries in the PRC.

As all our operations are conducted in China through our subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time. Such governmental actions:

•could result in a material change in our operations;

•could hinder our ability to continue to offer securities to investors; and

•may cause the value of our securities to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Recently, the PRC government initiated a series of regulatory actions and made several public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We believe that we are not directly subject to these regulatory actions or statements, as we do not have a variable interest entity structure and our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list on an U.S. exchange.

Our ordinary shares may be prohibited to trade on a national exchange or in the over-the-counter trading market in the United States under the Holding Foreign Companies Accountable Act (the “HFCA Act”) and the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2021. As a result, an exchange may determine to delist our securities. Additionally, our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB recently. On December2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On December15, 2022, however, the PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. As of the date of the prospectus, the Company’s auditor, Friedman LLP, headquartered in New York, New York, with no branches or offices outside the United States, has been inspected by the PCAOB on a regular basis, with the last inspection in August 2020. As a result, we do not expect to be identified as a “Commission — Identified Issuer” under the HFCA as of the date of this prospectus. Friedman LLP was merged with Marcum LLP on September1, 2022 and filed its application to withdraw the PCAOB registration on December30, 2022. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. While our auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such inability could cause trading in our securities to be prohibited under the HFCA Act and the AHFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. If trading in our ordinary shares is prohibited under the HFCA Act and the AHFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our ordinary shares, which may cause the value of our securities to decline or become worthless. See. “Risk Factors — Our ordinary shares may be prohibited from being trading on and would require delisting from a national exchange under the HFCA Act and the AHFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. As of the date of this prospectus, (1) no cash transfers nor transfers of other assets have occurred among the Company, and its subsidiaries, except that we transferred $12,990 from Harden International to WFOE as a working capital loan during the year ended December31, 2021, (2) no dividends nor distributions have been made by a subsidiary, and (3) the Company has not paid any dividends nor made any distributions to U.S. investors. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future, or any funds will be transferred from one entity to another. As such, we have not installed any cash management policies that dictate how funds are transferred among Harden, its subsidiaries, or investors. For further details, please refer to the consolidated financial statements included elsewhere in this registration statement of which this prospectus is a part. Under British Virgin Islands law, the directors of the Company may, by resolution of directors, authorize a dividend by the Company to the members at such time and of such an amount, as the directors think fit if they are satisfied, or reasonable grounds, that the company will, immediately after the payment of the dividend, satisfy the solvency test. A BVI company satisfies the solvency test if (a) the value of the company’s assets exceeds its liabilities, and (b) the company is able to pay its debts as they fall due.

Our business belongs to the waste management and recycling equipment manufacturing industry in China, which does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Based on the advice of our PRC counsel, King & Wood Mallesons, and our understanding of currently

applicable PRC laws and regulations, our registered public offering in the U.S. is not subject to the review or prior approval of the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”). Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share		Total Without Over-Allotment Option		Total With Over-Allotment Option
Initial public offering price(1)	$	6.00	$	15,000,000	$	17,250,000
Underwriting discounts and commissions(2)	$	0.39	$	975,000	$	1,121,250
Proceeds to us, before expenses	$	5.61	$	14,025,000	$	16,128,750

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(1)Initial public offering price is assumed to be $6.00 per ordinary share, which is the midpoint of the range set forth on the cover page of this prospectus.

(2)See “Underwriting” for more information regarding underwriting compensation. Excludes fees and expenses payable to our underwriters.

We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $1,400,000, exclusive of the above discounts and commissions. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, (“FINRA”), as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the ordinary shares, if any such shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this offering to purchase up to 15% of the total number of our ordinary shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If the underwriters exercise the option in full and originate all investors in the offering, the total underwriting discounts and commissions payable will be $1,121,250 based on an assumed initial public offering price of $6.00 per ordinary share (the midpoint of the price range set forth on the cover page of this prospectus), and the total gross proceeds to us, before underwriting discounts and commissions and expenses, will be $17,250,000. If we complete this offering, net proceeds will be delivered to us on the closing date. We will not be able to use such proceeds in China, however, until we complete capital contribution procedures which require prior approval from each of the respective local counterparts of China’s Ministry of Commerce, the State Administration for Market Regulation, and the State Administration of Foreign Exchange. See remittance procedures in the section titled “Use of Proceeds” beginning on page 49.

We have agreed to issue to the underwriter ordinary share purchase warrants, exercisable from the date of commencement of sales of this offering for a period of three years after such date, to purchase ordinary shares equal to 5% of the total number of ordinary shares sold in this offering, exercisable at a per share price equal to 125% of the public offering price (the “Warrants”). The registration statement of which this prospectus is a part covers the ordinary shares issuable upon the exercise thereof.

The underwriters expect to deliver the ordinary shares to purchasers in this offering on or about March __, 2023.

US Tiger Securities, Inc.

Prospectus dated , 2023

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	21
FORWARD-LOOKING STATEMENTS	48
USE OF PROCEEDS	49
DIVIDEND POLICY	50
EXCHANGE RATE INFORMATION	51
CAPITALIZATION	52
DILUTION	53
POST-OFFERING OWNERSHIP	54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	55
CORPORATE HISTORY AND STRUCTURE	70
OUR BUSINESS	72
REGULATIONS	82
MANAGEMENT	93
RELATED PARTY TRANSACTIONS	102
PRINCIPAL SHAREHOLDERS	105
DESCRIPTION OF SHARES	107
SHARES ELIGIBLE FOR FUTURE SALE	116
TAX MATTERS APPLICABLE TO U.S. HOLDERS OF OUR ORDINARY SHARES	118
ENFORCEABILITY OF CIVIL LIABILITIES	125
UNDERWRITING	126
EXPENSES RELATED TO THIS OFFERING	130
LEGAL MATTERS	131
EXPERTS	131
INTERESTS OF NAMED EXPERTS AND COUNSEL	131
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION	131
WHERE YOU CAN FIND MORE INFORMATION	131
INDEX TO FINANCIAL STATEMENTS	F-1

Through and including , 2023 (25 days after the commencement of this offering), all dealers effecting transaction in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States.

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We are incorporated under the laws of the British Virgin Islands as a company limited by shares, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”) we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our consolidated financial statement and related notes, and especially the risks described under “Risk Factors” beginning on page 21 hereof. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

Our Company

Harden is a waste management and recycling equipment manufacturer in China, specializing in the manufacture of customized industrial shredders and material sorting machines and production lines. We were founded on May10, 2010 by our chairman of the board of directors, director and chief executive officer, Mr.Jiawen Miao. We are located in Zhongshan City in China’s Guangdong Province. We currently employ 237 people on a full time basis — 20 people in management positions; 31 in sales and marketing positions; 29 in research and development positions; 35 people in technical engineering positions; 26 in after-sale service positions and 96 in manufacturing and installation positions.

Industry and Market Background

According to Grand View Research, an international market research company, the global industrial recycling equipment market size was estimated at $852million in 2019 and is anticipated to reach $1.3billion by 2027, expanding at a compound annual growth rate (“CAGR”) of 5.8%. The Asia Pacific region’s market is forecast to exceed $450million by 2025, with China as a major revenue earner.

We expect growing awareness pertaining to the economic and environmental benefits of recycled processed materials to significantly impact our market. In addition, we expect growing concerns over the increasing carbon footprint along with rising government efforts in numerous countries in order to promote recycling of material to create significant opportunities for manufacturers. Industrial recycling equipment plays a significant role in this process. Scrap materials including discarded electrical and electronic goods, automobile parts, paper, and construction materials are collected from numerous sources for further processing. Industrial recycling equipment, including baler presses, granulators, shredders, and shears are then used to reduce the shape and size of the waste materials, which are further used for recycling.

Due to the increasing awareness towards the sustainable advantages and benefits of reusing and recycling waste materials, we believe the end-use utilization of recycled materials will further benefit the industry. We anticipate that recycled material such as steel, iron, plastic, rubber, and concrete in the industries including automotive, electrical and electronics, building and construction, and packaging will drive the market.

Our Products

We manufacture industrial shredders and waste sorting equipment for waste management and material recycling industries. We create equipment for customers according to their requirements depending upon applications and needs.

Samples of our industrial recycling equipment include the following:

Single Shaft Shredders — Single shaft shredders are often referred to as grinders and efficiently shred large quantities of materials unattended.

Dual Shaft Shredders — Dual shaft industrial shredders have opposite rotating rotors that pull the material between the two rotors. In a dual-shaft shredder, the cutters or knives cut the material when it passes over the cutter and the opposing counter-knife.

Quad Shaft Shredders — Quad shaft shredders can shred a wide-range of materials and produce a consistent small material. Quad shaft shredders are able to shred and recirculate material within the machine until it is reduced to the proper size to pass through a filtering screen.

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Primary Shredders — Primary shreddersallow for the reduction of tough materials and are made with a hydraulic transmission. The shredders can be adjusted to different sizes to obtain the desired size of the shredded product.

Mobile Shredders — Mobile shredders are equipped with the same shredding units as stationary shredders. However, different mobile shredder models are built either on crawlers or a trailer, which makes them easy to move at a production site or transport between sites when needed.

Granulators — Granulators turn materials into flakes or granules, which can be sold as raw material for remanufacturing.

Disk Screens — Disk screens are used to separate waste according to piece size.

Air Separators — Air separators employ blowers and other mechanisms to separate lighter fractions of recyclable material.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors and contribute to our ongoing success.

Focus on technology and research and development.    We believe we employ a strong research and development team. We own 93 patents that we utilize in the production of our products, and we are committed to researching and developing new industrial recycling equipment, and an additional 36 patents that are pending approval.

Ability to Grow Our Brand Awareness.    We believe that the Harden brand is a well-known, respected global brand in our industry. Our brand name and image are integral to the growth of our business and to the implementation of our strategies for expanding our business.

Strong Cash Flow Management.    We believe that our cash flow management, driven by our low accounts receivable balance as compared to our competitors, allows us to compete effectively in a rapidly changing and increasingly complex Chinese market.

Effective quality control.    In every step, we have fully trained, experienced and skilled employees that are working in concert to ensure the quality of our industrial recycling equipment.

Experienced Management Team and Personnel with a Demonstrated Track Record.    Our management team, led by our chairman of the board, director and chief executive officer, Mr.Jiawen Miao, has extensive industry experience and a demonstrated track record of developing new products, adapting to changing market conditions, and managing manufacturing companies.

Pricing strategy.We strive to provide our customers with the best value proposition by offering our industrial recycling equipment at competitive prices on our platform.

Our Challenges and Risks

We recommend that you consider carefully the risks discussed below and under the heading “Risk Factors” beginning on page 21 of this prospectus before purchasing our ordinary shares. If any of these risks occur, our business, prospects, financial condition, liquidity, results of operations and ability to make distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our ordinary shares could decline and you could lose some or all of your investment. These risks include, among others, the following:

•You may experience difficulties in effecting service of legal process, enforcing foreign judgments or brining actions in China against us or our management named in the prospectus based on foreign laws;

•We must remit the offering proceeds to China before they may be used to benefit our business in China, this process may take a number of months and we will be unable to use the proceeds to grow our business in the meantime.

•We face a wide range of competition that could affect our ability to operate profitably, and we believe that our European competitors are searching for opportunities to enter the China market;

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•If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably;

•Introduction of new laws and regulations or changes to existing laws and regulations by the Chinese government may occur quickly with little advance notice, and such new laws, regulations or changes thereto may adversely affect our business;

•Our ordinary shares may be prohibited from being traded on and would require delisting from a national exchange under the HFCA Act and the AHFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. Our auditor is currently subject to PCAOB inspections, and the PCAOB is able to inspect our auditor.

•Additionally, our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB recently. On December2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

•Any decline in the availability or increase in the cost of raw materials, including steel and copper, could materially impact our earnings;

•We are an “emerging growth company,” and we cannot be certain if choosing to elect the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors; and

•The novel coronavirus could have a material adverse impact upon our business, results of operations, financial condition, cash flows or liquidity.

Our Strategies

We intend to increase our revenue and market share by expanding our business network internationally.In the short term, we intend to increase our revenue and market share by expanding our business network to other provinces in China. Over the long term, however, we believe that significant business opportunities exist outside of China — particularly in the United States and Europe.

Pursue Strategic Acquisitions.    We intend to continue to pursue expansion opportunities in existing and new markets, as well as in core and adjacent categories through strategic acquisitions.

Market Opportunity.    China’s 14th Five Year Plan (2021-2025) promotes the reduction on the reliance on foreign technology and dependence on imported resources, and to increase industrial modernization and technological innovation. We plan to capitalize on the opportunities presented by the 14th Five Year Plan by assisting in the recycling and reuse of materials along with lowering waste disposal fees of our existing and potential customers through the use of our shredder equipment.

Continue to develop new products.We are committed to researching and developing new products according to market trends.

Target the solid waste management and recycling industry market.    According to IBISWorld, an international market research company, the solid waste recycling industry in China has developed rapidly over the past five years and industry revenue is expected to increase at an annualized 9.6% over the five years through 2022, to $25.2billion. In addition to the China market, the global waste management market is also growing at a rapid rate in both developed and developing countries. According to Allied Market Research, a market research company based in the US, global waste management market is expected to grow from approximately $1.6 trillion in 2020 to approximately $2.5 trillion by 2030, growing at a CAGR of 3.4%. As a result of such growth, Allied Market Research also determined that the global waste management equipment market, in which we compete, will increase from $45.75billion in 2019 to $55.63billion by 2027, growing at a CAGR of 4.1%.

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Foreign Private Issuer Status

We are incorporated in the British Virgin Islands, and more than 50 percent of our outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore, we are a “foreign private issuer” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, in accordance with the rules and regulations of The Nasdaq Stock Market, we may comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD.

•Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

•Exemption from the requirement that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•Exemption from the requirements that director nominees are selected, or recommended for selection by our board of directors, either by (i) independent directors constituting a majority of our board of directors’ or independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Although we are permitted to follow certain corporate governance rules that conform to British Virgin Island requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.

Corporate Information

Our principal executive office is located at Xingda Street, Torch Development Zone, Zhongshan City, Guangdong Province, 528400, PR China. Our telephone number is 86-760-89935422. Our registered office in the British Virgin Islands is located at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands, VG 1110.

Our agent for service of process in the United States is Vcorp Agent Services, Inc. 25 Robert Pitt Dr., Suite 204, Monsey, New York 10952. Our websites are located at www.industrial-shredder.info and www.siruide.com. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

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Corporate Structure

Harden Technologies Inc (“Harden”). — We formed Harden Technologies Inc., our British Virgin Islands holding company, on April8, 2021.

Harden International Limited (“Harden International”)— We formed Harden International, our wholly-owned Hong Kong subsidiary, on April20, 2021. Harden International solely serves as a holding company for WOFE.

Harwell Technologies Ltd. (“WFOE”) — We formed WFOE, our principal operating company in China and wholly-owned subsidiary of Harden International, on May13, 2021. WFOE solely serves as a holding company for Harden Machinery.

Harden Machinery Ltd. (“Harden Machinery”) — We formed Harden Machinery, our former operating company in China and wholly-owned subsidiary of WFOE on May10, 2010. Its business scope includes the design and manufacture of customized industrial recycling equipment.

Dr. Shredder Technologies Ltd. (“Dr. Shredder”) — Dr. Shredder is a company incorporated on September29, 2017 in China and is a 55% owned subsidiary of Harden Machinery. The remaining 45% of Dr. Shredder is owned by three former employees of Harden. Dr. Shredder is engaged in the manufacture and sale of small and medium-sized industrial shredders and data destruction shredders.

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As used herein the term “China Operating Companies” shall refer to WFOE, Harden Machinery and Dr. Shredder.

Implications of Being an Emerging Growth Company

As a company with less than $1.07billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jobs Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including but not limited to, being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have not decided whether to take advantage of any or all of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our ordinary shares less attractive as a result. The result may be a less active trading market for our ordinary shares and the price of our ordinary shares may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We will remain an “emerging growth company” until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed US$1.07billion, (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700million as of the last business day of our most recently completed second fiscal quarter, or (iv) the date on which we have issued more than $1billion in non-convertible debt during the preceding three year period.

Implications of the HFCA Act

Our ordinary shares may be prohibited to trade on a national exchange or in the over-the-counter trading market in the United States under the HFCA Act and the AHFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2021. As a result, an exchange may determine to delist our securities. Additionally, our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB recently. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On December15, 2022, the PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. As of the date of the prospectus, the Company’s auditor, Friedman LLP, headquartered in New York, New York, with no branches or offices outside the United States, has been inspected by the PCAOB on a regular basis, with the last inspection in August 2020. As a result, we do not expect to be identified as a “Commission — Identified Issuer” under the HFCA as of the date of this prospectus. However, whether the PCAOB will continue

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to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. While our auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such inability could cause trading in our securities to be prohibited under the HFCA Act and the AHFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. If trading in our ordinary shares is prohibited under the HFCA Act and the AHFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our ordinary shares, which may cause the value of our securities to decline or become worthless. See “Risk Factors — Our ordinary shares may be prohibited from being traded on and would require delisting from a national exchange under the HFCA Act and the AHFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Implications of Chinese Regulations

As of the date of this prospectus, each of our Chinese subsidiaries has received all requisite permissions and approvals from Chinese authorities to conduct and operate our business as currently conducted under relevant PRC laws and regulations, and none of our Chinese subsidiaries has been denied by relevant Chinese authorities due to its business qualifications. The following table provides details on the licenses and permissions held by our Chinese subsidiaries.

Company	License/Permission	Issuing Authority	Validity/Expiration
Harwell Technologies, Inc.	Business License	Zhongshan Market Supervision Administration	Unlimited
Harden Machinery Ltd.	Business License	Zhongshan Market Supervision Administration	Unlimited
Dr. Shredder Technologies Ltd.	Business License	Zhongshan Market Supervision Administration	Unlimited
Harden Machinery Ltd.	Safety Production Permit	Guangdong Provincial Department of Housing and Urban-rural Development	January 20, 2025
Harden Machinery Ltd.	Third-grade Professional Contracting Qualification for Environmental Protection Projects	Zhongshan Housing and Urban-rural Development Bureau	June 30, 2026
Harden Machinery Ltd.	High-tech Enterprise Certificate	Science & Technology Department of Guangdong Province Guangdong Provincial Finance Department Guangdong Provincial Tax Service, State Taxation Administration	December 20, 2024

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Neither we nor our subsidiaries are currently required to obtain permissions or approvals from Chinese authorities, including the China Securities Regulatory Commission (“CSRC”), the Cybersecurity Administration Committee (“CAC”), or any other Chinese authorities to list on a foreign stock exchange or issue securities to foreign investors. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC, CAC or any other Chinese authorities.

However, if our subsidiaries or the holding company were required to obtain permissions or approvals in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors. It is uncertain when and whether the Company will be required to obtain permissions or approvals from Chinese authorities to list on a foreign stock exchange in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC, CAC or other Chinese authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital market activities.

Although the Company is currently not required to obtain permission from any of Chinese authorities and has not received any denial to list on the U.S. exchange, our operations and financial conditions could be adversely affected, and our ability to offer securities to investors could be significantly limited, directly or indirectly, by existing or future laws and regulations relating to its business or industry; if we inadvertently conclude that such permissions or approvals are not required when they are, or applicable laws, regulations, or interpretations change and we are required to obtain permissions or approvals in the future.

The New “M&A Rule”

On August 8, 2006, six Chinese regulatory agencies, including the Ministry of Commerce of the PRC (“MOFCOM”), jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “New M&A Rule”), which became effective on September 8, 2006, and was amended on June 22, 2009. The New M&A Rule contains provisions that require that an offshore special purpose vehicle (“SPV”) formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies and controlled directly or indirectly by Chinese companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published procedures specifying documents and materials required to be submitted to it by an SPV seeking CSRC approval of overseas listings.

However, the application of the New M&A Rule remains unclear with no consensus currently existing among leading Chinese law firms regarding the scope and applicability of the CSRC approval requirement. Our Chinese counsel, King & Wood Mallesons, has given us the following advice, based on their understanding of current Chinese laws and regulations:

•WFOE was established by means of direct investment and not through a merger or requisition of the equity or assets of a “PRC domestic company” as defined under the New M&A Rule, and at the time of our equity interest acquisition, Harden was a foreign-invested enterprise rather than a “PRC domestic company” before it was acquired by WFOE; and

•In spite of the lack of clarity on this issue, the CSRC currently has not issued any definitive rule or interpretation regarding whether offerings like the one contemplated by this prospectus are subject to the New M&A Rule.

The CSRC has not issued any such definitive rule or interpretation, and we have not chosen to voluntarily request approval under the New M&A Rule. If the CSRC requires that we obtain its approval prior to the completion of this offering, the offering will be delayed until we obtain CSRC approval, which may take several months. There is also the possibility that we may not be able to obtain such approval. If prior CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other Chinese regulatory authorities. These authorities may impose fines and penalties upon our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into China, or take other actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable for us, to terminate this offering prior to closing.

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The Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law

On July 6, 2021, The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law (“Opinions”) which require (i) speeding up the revision of the provisions on strengthening the confidentiality and archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. As of the date of this prospectus, no official guidance or related implementation rules have been issued. As of the date of this prospectus, it remains unclear as to how the Opinions will be interpreted, amended and implemented by the relevant Chinese authorities.

The Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Administrative Measures for the Filing of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments)

On December 24, 2021, the CSRC issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Administrative Measures for the Filing of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Measures”).

The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings.

According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it will still take time to put the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, the Company is currently unaffected by them.

However, according to CSRC Answers, only new initial public offerings and refinancing by existing overseas listed Chinese companies will be required to go through the filing process; other existing overseas listed companies will be allowed a sufficient transition period to complete their filing procedure, which means the Company will certainly go through the filing process in the future, perhaps because of refinancing, or after being given a sufficient transition period to complete the filing procedure as an existing overseas listed Chinese company.

The Measures for Cybersecurity Review

On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Given the recency of the issuance of the Revised Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

Our business belongs to the waste management and recycling equipment manufacturing industry in China, which does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Based on the advice of our PRC counsel, King & Wood Mallesons, and our understanding of currently applicable PRC laws and regulations, our registered public offering in the U.S. is not subject to the review or prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

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For more detailed information, see “Risk Factors — Risks Associated with this Offering and Ownership of Our Ordinary shares — Our failure to obtain prior approval of the China Securities Regulatory Commission (“CSRC”) for the listing and trading of our ordinary shares on a foreign stock exchange could delay this offering or could have a material adverse effect upon our business, operating results, reputation and trading price of our ordinary shares.” “Risk Factors — Risks Related to Doing Business in China — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.” and “Risk Factors — Risks Related to Doing Business in China — We are subject to a variety of laws and other obligations regarding privacy, data security, cybersecurity, and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.”

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The Offering(1)

Ordinary shares offered by us:	2,500,000 ordinary shares
Ordinary shares outstanding immediately prior to this offering:	10,000,000 ordinary shares
Ordinary shares outstanding immediately after this offering:	12,500,000 ordinary shares
Offering price per ordinary share:	We estimate the initial public offering price per share to be in the range of $5.00 to $7.00 per ordinary share
Use of proceeds:	We expect to receive gross proceeds of approximately $15.0million in the offering, assuming an initial public offering price of $6.00 per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus. In addition, we expect to receive net proceeds of approximately $13.0million in this offering, assuming an initial public offering price of $6.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. The net proceeds from this offering must be remitted to China before we will be able to use the funds to grow our business.
	We intend to use the net proceeds of this offering as follows after we complete the remittance process:
	•approximately $7.0million for the development of a new manufacturing facility; •approximately $3.0million for research and development related to design of mobile shredding and mobile screening machines, waste robotic sorting technologies and pilot recycling plant development; •and any remaining balance for additional working capital.
	For more information on the use of proceeds, see “Use of Proceeds” on page 49.
Risk factors:	Investing in our ordinary shares involves a high degree of risk. Below is a summary of material factors that make an investment in our ordinary shares speculative or risky. Importantly, this summary does not address all the risks that we face. Please refer to the information contained in and incorporated by reference under the heading “Risk Factors” on page 21 of this prospectus.
	Risks Relating to Our Business •The impact of a novel strain of coronavirus (“COVID-19”) has significantly impacted China and the rest of the world. We are currently unable to predict the full effect of COVID-19 upon our business and operations.

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(1)Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the underwriter’s over-allotment option and is based upon 10,000,000 ordinary shares outstanding immediately prior to the closing of this transaction and/or 12,500,000 ordinary shares outstanding as of the closing of this offering.

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•To the extent the Chinese economy slows, our business may be materially and negatively impacted.

•We may not be able to maintain effective business relationships with our suppliers and customers with whom we have an interdependent relationship.

•Wage increases in China may prevent us from maintaining competitive advantages and could reduce our profit margins.

•Our senior executives have not managed a publicly traded company in the past, and they have no prior experience with legal compliance issues related to U.S. or British Virgin Islands law.

•We may require additional financing in the future, and there can be no guarantee that such financing will be available when needed.

•We may not be able to attract and retain qualified and skilled employees.

•Our bank accounts in China are not insured or protected against loss.

Risks Relating to Our Corporate Structure

•Our subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business. See “Risk Factors — We will likely not pay dividends in the foreseeable future” and “Dividend Policy.”

Risks Relating to Doing Business in China

•There are uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protection available to you and us.

•You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

•Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations.

•As a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. See “Risk Factors - Because all our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our ordinary shares.”

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•Under Chinese law, the proceeds of this offering must be sent back to China, and the process for sending such proceeds back to China may take several months after the closing of this offering. In order to remit the offering proceeds to China, we must:

•open a special foreign exchange account for capital account transactions. To open this account, we must submit to State Administration of Foreign Exchange approval (“SAFE”) certain application forms, identity documents, transaction documents, form of foreign exchange registration of overseas investments by domestic residents, and foreign exchange registration certificate of the invested company;

•remit the offering proceeds into this special foreign exchange account; and

•apply for settlement of the foreign exchange. In order to do so, we must submit to SAFE certain application forms, identity documents, payment order to a designated person, and a business certificate.

See “Risk Factors — We must remit the offering proceeds to China before they may be used to benefit our business in China, this process may take a number of months and we will be unable to use the proceeds to grow our business in the meantime.”

•The Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China based issuers, which could result in a material change in our operations and/or the value of our ordinary shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

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Chinese law relating to listing on foreign stock exchanges or issuing securities to foreign investors is rapidly evolving and can change rapidly. Although the Company is currently not required to obtain permission from any of Chinese authorities and has not received any denial to list on the U.S. exchange, our operations and financial conditions could be adversely affected, and our ability to offer securities to investors could be significantly limited, directly or indirectly, by existing or future laws and regulations relating to its business or industry; if we inadvertently conclude that such permissions or approvals are not required when they are, or applicable laws, regulations, or interpretations change and we are required to obtain permissions or approvals in the future. See “Risk Factors — Risks Associated with this Offering and Ownership of Our Ordinary shares — Our failure to obtain prior approval of the China Securities Regulatory Commission (“CSRC”) for the listing and trading of our ordinary shares on a foreign stock exchange could delay this offering or could have a material adverse effect upon our business, operating results, reputation and trading price of our ordinary shares.” “Risk Factors — Risks Related to Doing Business in China — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.” and “Risk Factors — Risks Related to Doing Business in China — We are subject to a variety of laws and other obligations regarding privacy, data security, cybersecurity, and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.”

•We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. See “Risk Factors — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

Risks Relating to this Offering

•The trading price of our ordinary shares may be volatile, and you may incur losses.

•You may experience immediate and substantial dilution in the net tangible book value of ordinary shares purchased.

•We have not previously paid any cash dividends, and we do not anticipate paying any dividends on our ordinary shares in the foreseeable future. See “Risk Factors — We will likely not pay dividends in the foreseeable future.”

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Over-Allotment Option	We have granted to the underwriter an option, exercisable within 45 days from the closing of this offering, to purchase up to an additional 15% of the total number of the ordinary shares offered by us at the initial public offering price, less underwriting discounts.
Underwriter’s Warrants	We have granted US Tiger Securities, Inc. the Warrants, exercisable from the date of commencement of sales of this offering for a period of three years after such date, to purchase ordinary shares equal to 5% of the total number of ordinary shares sold in this offering, exercisable at a per share price equal to 125% of the public offering price.
Lock-up:	All of our directors, officers and certain shareholders (defined as owners of 5% or more of our ordinary shares) have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of six (6) months after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
Proposed Nasdaq Capital Market symbol:	We have applied to have our ordinary shares listed on the Nasdaq Capital Market under the symbol “HARD”.

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Prospectus Conventions

Except where the context otherwise requires, “we”, “us”, “Company”, “our” and “Harden” collectively refer to:

•Harden, our British Virgin Islands holding company;

•Harden International, our wholly-owned Hong Kong subsidiary;

•WFOE, a company incorporated in China and a wholly-owned subsidiary of Harden International;

•Harden Machinery, a company incorporated in China and a wholly-owned subsidiary of WFOE; and

•Dr. Shredder, a company incorporated in China and is a 55% owned subsidiary of Harden Machinery.

As used in this prospectus, “PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau. “RMB” or “Renminbi” refers to the legal currency of China and “$,” “US$,” or “U.S. Dollars” refers to the legal currency of the United States.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented on a pro-forma basis to reflect a recapitalization of the authorized and outstanding shares of the Company effected upon June3, 2021. As a result of the recapitalization, the shares of the Company increased from 10,000,000 ordinary shares, par value $0.001 per share, to 100,000,000 ordinary shares, par value $0.001 per share.

As used herein the term “Chinese Operating Companies” shall include WFOE, Harden Machinery and Dr. Shredder.

This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations made in this prospectus are based on a rate of RMB 6.6981 to $1.00, which was the exchange rate on June30, 2022. Unless otherwise stated, we have translated balance sheet amounts, with the exception of equity, at June30, 2022 at RMB 6.6981 to $1.00 as compared to RMB 6.5250 to $1.00 at December31, 2020. We have stated equity accounts at their historical rates. The average translation rates applied to income statement accounts for the six months ended June30, 2022 and 2021 were RMB 6.4791 and RMB 6.4702, respectively. The average translation rates applied to income statement accounts for the years ended December31, 2021 and 2020 were RMB 6.4508 and RMB 6.9042, respectively. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. On January31, 2023, the Forex exchange rate was RMB 6.7547 to $1.00. See “Risk Factors — Fluctuation of the Renminbi could materially affect our financial condition and results of operations” for discussions of the effects of fluctuating exchange rates on the value of our capital shares. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

For the sake of clarity, this prospectus follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our chairman of the board, director and chief executive officer will be presented as “Jiawen Miao,” even though, in Chinese, his name would be presented as “Miao Jiawen.”

Cash Flows through Our Organization

As a holding company, we may rely upon dividends paid to us by our subsidiaries in the PRC to pay dividends and to finance any debt we may incur. As of the date of this report, none of our subsidiaries have issued any dividends or distributions to us and we have not made any dividends or distributions to our shareholders as of the date of this report. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in our business.

Under BVI law, we may pay a dividend on our shares out of either profit, provided that in no circumstances may a dividend be paid if this would result in us being unable to pay our debts due in the ordinary course of business. If we determine to pay dividends, as a holding company, we will be dependent on receipt of funds from our subsidiaries in PRC.

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Current PRC regulations permit our subsidiary in mainland China to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Therefore, under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If our subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, each of our Chinese subsidiaries are required to set aside a portion of their net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of its net assets to us in the form of dividends, loans or advances.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we are unable to receive funds from our subsidiaries , we may be unable to pay cash dividends on our ordinary shares.

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to its immediate holding company. As of the date of this report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Our subsidiaries in Hongkong intends to apply for the tax resident certificate when our subsidiaries in mainland China plans to declare and pay dividends to their immediate holding companies in Hong Kong.

As an offshore holding company, we will be permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund-raising activities to our subsidiaries in China only through loans or capital contributions, subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to our PRC subsidiaries, we will be required to make filings about details of the loans with the State Administration of Foreign Exchange of the PRC (the “SAFE”) in accordance with relevant PRC laws and regulations. Our PRC subsidiaries that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations. Under regulations of the SAFE, Renminbi is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.

Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and prior to the dismantling of our PRC consolidated affiliated entities only through loans to our former consolidated affiliated entities, subject to satisfaction of applicable government registration and approval requirements.

17

For the year ended December 31, 2021, we transferred $12,990 from Harden International to WFOE as a working capital loan.

We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Also, as of the date of this report, we do not anticipate any difficulties on our ability to transfer cash between subsidiaries. We have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred.

Summary Consolidated Financial Information

In the table below, we provide you with historical selected financial data for the six months ended June 30, 2022, which have been derived from our unaudited consolidated financial statements for the same period and for financial data the years ended December 31, 2021 and 2020, which have been derived from our consolidated financial statements for those years. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical selected financial data, it is important that you read it along with the historical financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Condensed Consolidating Schedule — Statement of Operations

	For the Six Months Ended June 30, 2022
	Harden		Harden International			Subsidiaries		Eliminations			Consolidated Total
Revenues	$	—	$	—		$	14,548,072	$	—		$	14,548,072
Cost	$	—	$	—		$	10,079,664	$	—		$	10,079,664
Gross profit	$	—	$	—		$	4,468,408	$	—		$	4,468,408
Income (loss) from operations	$	—	$	—		$	442,556	$	(442,556	)	$	—
Income for equity method investment	$	572,518	$	(16	)	$	—	$	(572,503	)	$	—
Net income	$	571,891	$	(16	)	$	553,164	$	(572,503	)	$	552,537

	For the Year Ended December 31, 2021
	Harden		Harden International			Subsidiaries		Eliminations			Consolidated Total
Revenues	$	—	$	—		$	31,606,067	$	—		$	31,606,067
Cost	$	—	$	—		$	21,962,617	$	—		$	21,962,617
Gross profit	$	—	$	—		$	9,643,450	$	—		$	9,643,450
Income (loss) from operations	$	—	$	—		$	1,461,199	$	—		$	1,461,199
Income for equity method investment	$	1,794,702	$	(10	)	$	—	$	(1,794,692	)	$	—
Net income	$	1,766,645	$	(10	)	$	1,761,228	$	(1,794,692	)	$	1,733,171

	For the Year Ended December 31, 2020
	Harden		Harden International		Subsidiaries		Eliminations			Consolidated Total
Revenues	$	—	$	—	$	21,901,699	$	—		$	21,901,699
Cost	$	—	$	—	$	14,676,004	$	—		$	14,676,004
Gross profit	$	—	$	—	$	7,225,695	$	—		$	7,225,695
Income (loss) from operations	$	—	$	—	$	1,794,162	$	—		$	1,794,162
Income for equity method investment	$	2,429,947	$	—	$	—	$	(2,429,947	)	$	—
Net income	$	2,429,947	$	—	$	2,398,741	$	(2,429,947	)	$	2,398,741

18

Condensed Consolidating Schedule — Balance Sheet

	As of June 30, 2022
	Harden		Harden International			Subsidiaries		Eliminations			Consolidated Total
Cash	$	111	$	—		$	2,822,914	$	—		$	2,823,025
Total current assets	$	111	$	—		$	25,816,108	$	1,301,442		$	27,117,661
Investments in subsidiaries	$	10,150,201	$	12,990		$	—	$	(10,163,191	)	$	—
Total non-current assets	$	10,150,201	$	12,990		$	4,406,654	$	(11,451,643	)	$	3,118,202
Total assets	$	10,150,312	$	12,990		$	30,222,762	$	(10,150,201	)	$	30,235,863
Total liabilities	$	28,795	$	13,016		$	20,123,051	$	—		$	20,164,862
Total shareholders’ equity	$	10,121,517	$	(26	)	$	10,099,711	$	(10,150,201	)	$	10,071,001
Total liabilities and shareholders’ equity	$	10,150,312	$	12,990		$	30,222,762	$	(10,150,201	)	$	30,235,863

	As of December 31, 2021
	Harden		Harden International			Subsidiaries		Eliminations			Consolidated Total
Cash	$	723	$	—		$	3,120,513	$	—		$	3,121,236
Total current assets	$	723	$	—		$	19,360,834	$	1,234,531		$	20,596,088
Investments in subsidiaries	$	10,085,388	$	12,990		$	—	$	(10,098,378	)	$	—
Total non-current assets	$	10,085,388	$	12,990		$	3,469,598	$	(11,319,919	)	$	2,248,057
Total assets	$	10,086,111	$	12,990		$	22,830,432	$	(10,085,388	)	$	22,844,145
Total liabilities	$	28,780	$	13,000		$	12,778,442	$	—		$	12,820,222
Total shareholders’ equity	$	10,057,331	$	(10	)	$	10,051,990	$	(10,085,388	)	$	10,023,923
Total liabilities and shareholders’ equity	$	10,086,111	$	12,990		$	22,830,432	$	(10,085,388	)	$	22,844,145

	As of December 31, 2020
	Harden		Harden International		Subsidiaries		Eliminations			Consolidated Total
Cash	$	—	$	—	$	2,383,833	$	—		$	2,383,833
Total current assets	$	—	$	—	$	19,016,156	$	—		$	19,016,156
Investments in subsidiaries	$	10,482,845	$	—	$	—	$	(10,482,845	)	$	—
Total non-current assets	$	10,482,845	$	—	$	1,923,181	$	(10,482,845	)	$	1,923,181
Total assets	$	10,482,845	$	—	$	20,939,337	$	(10,482,845	)	$	20,939,337
Total liabilities	$	—	$	—	$	10,456,026	$	—		$	10,456,026
Total shareholders’ equity	$	10,482,845	$	—	$	10,483,311	$	(10,482,845	)	$	10,483,311
Total liabilities and shareholders’ equity	$	10,482,845	$	—	$	20,939,337	$	(10,482,845	)	$	20,939,337

Condensed Consolidating Schedule — Statement of Cash Flows

	For the Six Months Ended June 30, 2022
	Harden			Harden International			Subsidiaries			Eliminations		Consolidated Total
Net cash (used in) provided by operating activities	$	(612	)	$	(16	)	$	(1,783,730	)	$	—	$	(1,784,342	)
Net cash used in investing activities	$	—		$	—		$	(203,880	)	$	—	$	(203,880	)
Net cash provided by (used in) financing activities	$	28,780		$	16		$	1,828,455		$	—	$	1,828,455
Inter-company cash transfers:
None	$	—		$	—		$	—		$	—	$	—

19

	For the Year Ended December 31, 2021
	Harden			Harden International			Subsidiaries			Eliminations		Consolidated Total
Net cash (used in) provided by operating activities	$	(28,057	)	$	(10	)	$	848,014		$	—	$	819,947
Net cash used in investing activities	$	—		$	(12,990	)	$	(238,080	)	$	—	$	(251,070	)
Net cash provided by (used in) financing activities	$	28,780		$	13,000		$	59,487		$	—	$	101,267
Inter-company cash transfers:
Transfer from Harden to Subsidiaries	$	—		$	(12,990	)	$	12,990		$	—	$	—