Form F-3 - Registration statement by foreign private issuers

As filed with the U.S. Securities and Exchange Commission on October 17, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MDJM LTD

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Fernie Castle, Letham

Cupar, Fife, KY15 7RU

United Kingdom

+44-01337 829 349

(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

(Name, address, and telephone number of agent for service)

With a Copy to:

Ying Li, Esq.

Lisa Forcht, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

212-530-2206

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

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. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

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. ¨

†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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

SUBJECT TO COMPLETION, DATED OCTOBER 17, 2024

PRELIMINARY PROSPECTUS

Up to 28,356,500 Ordinary Shares

Offered by the Selling Shareholders

MDJM LTD

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to 28,356,500 ordinary shares, par value $0.001 per share, of MDJM LTD (the “Ordinary Shares”), consisting of (i) 2,722,224 Ordinary Shares held by the selling shareholders, (ii) up to a maximum of 17,013,900 Ordinary Shares issuable upon the exercise of Series A warrants (the “Series A Warrants”) to purchase Ordinary Shares, including Ordinary Shares that may become issuable pursuant to certain anti-dilution adjustments described more fully in the Series A Warrants, and (iii) up to a maximum of 8,620,376 Ordinary Shares issuable upon the exercise of Series B warrants (the “Series B Warrants”), to purchase Ordinary Shares, including Ordinary Shares that may become issuable pursuant to certain anti-dilution adjustments described more fully in the Series B Warrants, issued pursuant to certain Securities Purchase Agreement by and among us and certain non-affiliated investors (the “Investors”), dated as of September 11, 2024 (the “Securities Purchase Agreement”).

The selling shareholders are identified in the table on page 45 of this prospectus. No Ordinary Shares are being registered hereunder for sale by us. While we will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders, we may receive cash proceeds equal to the total exercise price of the Series A Warrants and the Series B Warrants (together, the “Warrants”), to the extent that the Warrants are exercised using cash. Each Series A Warrant has an initial exercise price of $1.35 per share. The Warrants are immediately exercisable on the date of issuance, expire on the three year and six month anniversary of the date of issuance, and have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed to be a dilutive issuance, and a reset on the Reset Date (as defined in the Warrants), in which case the Warrants will be subject to a floor price of $0.216 per share. See “Use of Proceeds.” The selling shareholders may sell all or a portion of their Ordinary Shares from time to time in market transactions through any market on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”

The Ordinary Shares are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “MDJH.” On October 16, 2024, the last reported sale price of the Ordinary Shares was $0.53 per Ordinary Share.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page 27 of this prospectus and risk factors set forth in our most recent annual report on Form 20-F, in other reports incorporated herein by reference, and in an applicable prospectus supplement under the heading “Risk Factors.”

Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “MDJM,” and the “Company” refer to MDJM LTD, a Cayman Islands company; “FCC” refers to our wholly owned subsidiary, Fernie Castle Culture Limited, a United Kingdom company; “Mansions” refers to Mansions Catering and Hotel LTD, a United Kingdom company, in which MD UK (defined below) holds 100% of the equity interests; “MD German” refers to our wholly owned subsidiary, MD Lokal Global GmbH, a German company; “MD Japan” refers to our wholly owned subsidiary, Mingda Jiahe Development Investment Co., Ltd, a Japanese company; “MDJH Hong Kong” refers to our wholly owned subsidiary, MDJCC Limited, a Hong Kong corporation; “MD UK” refers to our wholly owned subsidiary, MD Local Global Limited, a United Kingdom company; “Mingda Tianjin” or the “VIE” refers to Mingdajiahe (Tianjin) Co., Ltd., a company organized under the laws of the PRC, the financial results of which we consolidated for accounting purposes, and Mingda Tianjin is controlled by Mr. Siping Xu, our chief executive officer and majority shareholder; the “PRC operating entities” collectively refers to our PRC subsidiary and the VIE and its subsidiaries; “WFOE” refers to Beijing Mingda Jiahe Technology Development Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by MDJH Hong Kong; “Xishe” refers to Xishe (Tianjin) Business Management Co. Ltd., a limited liability company organized under the laws of the PRC, which was wholly owned by Mingda Tianjin; “Xishe Media” refers to Xishe (Tianjin) Culture and Media Co., Ltd., a limited liability company organized under the laws of the PRC, which was wholly owned by Xishe; and “Xishe Xianglin” refers to Xishe Xianglin (Tianjin) Business Operations & Management Co. Ltd., a limited liability company organized under the laws of the PRC, which was controlled by Xishe, which held 51% equity ownership, and Zhongcai Nongchuang (Beijing) Technology Co., Ltd., an unrelated third party to us, which held 49% equity interest. Xishe Media and Xishe Xianglin were dissolved in August 2021 and Xishe was dissolved in September 2021. See “Prospectus Summary—Business Overview.”

Mr. Siping Xu, our chief executive officer and majority shareholder, beneficially owns approximately 66.2% of the aggregate voting power of our issued and outstanding Ordinary Shares, through MDJH LTD, a British Virgin Islands company 100% owned by Mr. Xu. As such, we are a “controlled company” under Nasdaq Listing Rules 5615I and are allowed to follow certain exemptions afforded to a “controlled company” under the Nasdaq Listing Rules. However, we do not intend to avail ourselves of such corporate governance exemptions. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Ordinary Shares and the Trading Market—Since we are deemed to be a ‘controlled company’ under the Nasdaq listing rules, we are allowed to follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders” in our most recent annual report on Form 20-F (the “2023 Annual Report”).

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through our subsidiaries in the United Kingdom and the VIE and its subsidiaries in China. For accounting purposes, we control and receive the economic benefits of the VIE and its subsidiaries through certain contractual arrangements (the “VIE Agreements”), which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP, and the structure involves unique risks to investors. Our securities offered in this offering are securities of MDJM, the offshore holding company in the Cayman Islands instead of securities of the VIE or its subsidiaries in China. The VIE structure provides contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies. For a description of the VIE Agreements, see “Prospectus Summary—Our Corporate Structure—The VIE Agreements.” As a result of our use of the VIE structure, you may never hold equity interests in the VIE or its subsidiaries.

Because we do not hold equity interests in the VIE or its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles and the validity and enforcement of the VIE Agreements among our wholly owned PRC subsidiary, the VIE, and the shareholders of the VIE. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our securities may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC” in the 2023 Annual Report.

We are subject to certain legal and operational risks associated with having part of our operations in China, which could cause the value of our securities to significantly decline or become worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of the VIE and its subsidiaries, significant depreciation or a complete loss of the value of our securities, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. The PRC government have adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this prospectus, we, our subsidiaries, and the VIE and its subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, Beijing ANLI (Tianjin) Partners, we are not subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” under the Cybersecurity Review Measures that became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”) are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” in the 2023 Annual Report.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023. According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC, or “the CSRC Notice,” domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023) shall be deemed to be existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings. As advised by our PRC counsel, Beijing ANLI (Tianjin) Partners, Mingda Tianjin falls under the category of Existing Issuers. Therefore, we are not immediately required to file for compliance. However, in the event that we intend to undertake new offerings or fundraising activities in the future, to ensure compliance with the relevant regulations, we will be required to file with the CSRC. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by PRC authorities may subject us to additional compliance requirements in the future” in the 2023 Annual Report. Other than the foregoing, as of the date of this prospectus, according to our PRC counsel, Beijing ANLI (Tianjin) Partners, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing. As of the date of this prospectus, we, our subsidiaries, and the VIE and its subsidiaries have not received any inquiry, notice, warning, or sanctions regarding our overseas listing from the CSRC or any other PRC governmental authorities. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and the VIE, our ability to accept foreign investments, and our listing on a U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations, or implement rules that require us, our subsidiaries, or the VIE to obtain regulatory approval from Chinese authorities for listing in the U.S.

The VIE is not operating in an industry that prohibits or limits foreign investment. As a result, as advised by our PRC counsel, Beijing ANLI (Tianjin) Partners, other than those requisite for a domestic company in China to engage in businesses similar to those of the VIE, none of our Company, our subsidiaries, nor the VIE is required to obtain any permission from Chinese authorities, including the CSRC, the CAC, or any other governmental agency that is required to approve the operations of the VIE. However, if our Company, our subsidiaries, or the VIE does not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend the VIE’s relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in the operations of the VIE, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. As of the date of this prospectus, the VIE has received from PRC authorities all requisite licenses, permissions, or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.

In addition, our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the Consolidated Appropriations Act (defined below), if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditor for two consecutive years. Our auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our Ordinary Shares is prohibited under the HFCA 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 and trading in our Ordinary Shares could be prohibited. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and reduced the period of time for foreign companies to comply with PCAOB audits to two consecutive years, instead of three, thus reducing the time period before our securities may be prohibited from trading or delisted. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.” in the 2023 Annual Report.

As of the date of this prospectus, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements, nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As of the date of this prospectus, none of our subsidiaries nor the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. 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. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, MDJH Hong Kong, our UK subsidiaries, MD UK and FCC, our German subsidiary, MD German, and our Japanese subsidiary, MD Japan. MDJH Hong Kong will rely on payments made from Mingda Tianjin to our PRC subsidiary, WFOE, pursuant to the VIE Agreements, and the distribution of such payments to MDJH Hong Kong; and MD UK will rely on payments from its subsidiary, Mansions. MDJM transferred $1,480,000 and $3,100,000 into the account of MD UK in 2022 and 2021, respectively, as an investment; in addition, MDJM paid a net amount of $103,794 and $14,757 on behalf of subsidiaries in 2022 and 2021, respectively, which consisted of attorney fees in connection with the establishment of new business, and other business - related expenses. There were no other assets transferred among MDJM, its subsidiaries, and the VIE during the six months ended June 30, 2024 and the fiscal years ended December 31, 2023, 2022, and 2021. See “Prospectus Summary—Asset Transfers Between Our Company, Our Subsidiaries, and the VIE,” “Prospectus Summary—Selected Condensed Consolidated Financial Schedule,” and our unaudited condensed consolidated financial statements for the six months ended June 30, 2024 and 2023 and audited consolidated financial statements for the fiscal years ended December 31, 2023, 2022, and 2021.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

TABLE OF CONTENTS

	Page
Commonly Used Defined Terms	1

Cautionary Note Regarding Forward-Looking Statements	2

Prospectus Summary	3

Risk Factors	27

Offer Statistics and Expected Timetable	27

Capitalization and Indebtedness	27

Dilution	28

Use of Proceeds	28

Description of Share Capital	29

Selling Shareholders	45

Plan of Distribution	49

Taxation	50

Expenses	50

Material Contracts	51

Material Changes	51

Legal Matters	51

Experts	51

Incorporation of Documents by Reference	51

Where You Can Find Additional Information	52

Enforceability of Civil Liabilities	53

Neither we nor the selling shareholders have authorized any other person to provide you with different or additional information other than that contained in this prospectus. We and the selling shareholders take no responsibility for and can provide no assurance as to the reliability of, any other information that others may provide. We and the selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations, and/or prospects may have changed since those dates. You should also read this prospectus together with the additional information described under “Where You Can Find Additional Information” and “Incorporation of Documents by Reference.”

This prospectus may be supplemented from time to time to add, update, or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

For investors outside the United States: we have not, and the selling shareholders have not, taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. 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 securities covered hereby and the distribution of this prospectus outside the United States.

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus or in a prospectus supplement to:

	·	“China” or the “PRC” are to the People’s Republic of China;

	·	“Exchange Act” are to the Securities Exchange Act of 1934;

	·	“fiscal year” are to the period from January 1 to December 31 of the year;

	·	“GBP” are to the legal currency of the United Kingdom;

	·	“Mingda Tianjin Shareholders” are to Siping Xu, Yang Li, Xia Ding, Qiang Ma, Liang Zhang, Meina Guo, Zhenyuan Huang, Mengnan Wang, Jie Zhang, and Lei Cai, collectively holding 100% of the equity interests in Mingda Tianjin;

	·	“RMB” are to the legal currency of China;

	·	“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

	·	“Securities Act” are to the Securities Act of 1933, as amended;

	·	“Securities Exchange Commission,” the “SEC,” “Commission,” or similar terms are to the U.S. Securities Exchange Commission;

	·	“UK” are to the United Kingdom;

	·	“$” or “U.S. dollars” are to the legal currency of the United States; and

	·	“U.S. GAAP” are to generally accepted accounting principles in the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, an applicable prospectus supplement, and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies, and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions, and objectives, and any statements of assumptions underlying any of the foregoing. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions, or expectations expressed in our forward-looking statements and you should not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These important factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Prospectus Summary

Our Corporate Structure

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through our subsidiaries in the UK and the VIE and its subsidiaries in China. The VIE Agreements were entered into by and among WFOE, the VIE, and the Mingda Tianjin Shareholders, which include the Exclusive Business Cooperation Agreement, the Share Pledge Agreement, the Exclusive Option Agreement, and Powers of Attorney. For accounting purposes, we control and receive the economic benefits of the VIE and its subsidiaries through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP, and the structure involves unique risks to investors. Our securities offered in this offering are securities of MDJM, the offshore holding company in the Cayman Islands, instead of securities of the VIE or its subsidiaries in China. The VIE structure provides contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies. For a description of the VIE Agreements, see “—The VIE Agreements.” As a result of our use of the VIE structure, you may never hold equity interests in the VIE or its subsidiaries.

The following diagram illustrates our corporate structure, including our significant subsidiaries and the VIE, as of the date of this prospectus:

Investors are purchasing securities of the holding company, MDJM, instead of securities of our operating entities. Our current operations are conducted through MD UK, Mansions, and Mingda Tianjin.

The VIE Agreements

Due to PRC legal restrictions on foreign ownership in the real estate sector, neither we nor our subsidiaries own any equity interest in Mingda Tianjin. Instead, for accounting purposes, we control and receive the economic benefits of Mingda Tianjin’s business operation through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP. WFOE, Mingda Tianjin, and the Mingda Tianjin Shareholders entered into the VIE Agreements on April 28, 2018. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations to Mingda Tianjin, as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership in WFOE and the provisions of the VIE Agreements.

Each of the VIE Agreements is described in detail below:

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Business Cooperation Agreement between Mingda Tianjin and WFOE, WFOE provides Mingda Tianjin with technical support, consulting services, intellectual services, and other management services relating to Mingda Tianjin’s day-to-day business operations and management on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, Mingda Tianjin granted an irrevocable and exclusive option to WFOE to purchase from Mingda Tianjin, any or all of Mingda Tianjin’s assets at the lowest purchase price permitted under PRC laws. Should WFOE exercise such option, the parties will enter into a separate asset transfer or similar agreement. For services rendered to Mingda Tianjin by WFOE under this agreement, WFOE is entitled to collect a service fee approximately equal to the net income of Mingda Tianjin after the deduction of the required PRC statutory reserve.

The Exclusive Business Cooperation Agreement will remain in effect for 10 years unless it is terminated by WFOE with 30-day prior notice. Mingda Tianjin does not have the right to terminate that agreement unilaterally. WFOE may unilaterally extend the term of that agreement with prior written notice.

The chief executive officer of WFOE, Mr. Siping Xu, is currently managing Mingda Tianjin pursuant to the terms of the Exclusive Business Cooperation Agreement. WFOE has absolute authority relating to the management of Mingda Tianjin, including decisions with regard to expenses, salary raises and bonuses, hiring, firing, and other operational functions. The Exclusive Business Cooperation Agreement does not prohibit related party transactions. Our audit committee is required to review and approve in advance any related party transactions, including transactions involving WFOE or Mingda Tianjin.

Share Pledge Agreement

Under the Share Pledge Agreement among WFOE, and the Mingda Tianjin Shareholders, the Mingda Tianjin Shareholders pledged all of their equity interests in Mingda Tianjin to WFOE to guarantee the performance of Mingda Tianjin’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the Share Pledge Agreement, in the event that Mingda Tianjin or the Mingda Tianjin Shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOE, as pledgee, will be entitled to certain rights, including the right to collect dividends generated by the pledged equity interests. The Mingda Tianjin Shareholders also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws. The Mingda Tianjin Shareholders further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

The Share Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Mingda Tianjin. WFOE will cancel or terminate the Share Pledge Agreement upon Mingda Tianjin’s full payment of fees payable under the Exclusive Business Cooperation Agreement.

The purposes of the Share Pledge Agreement are to (1) guarantee the performance of Mingda Tianjin’s obligations under the Exclusive Business Cooperation Agreement, (2) make sure the Mingda Tianjin Shareholders do not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice WFOE’s interests without WFOE’s prior written consent, and (3) provide WFOE control over Mingda Tianjin. In the event Mingda Tianjin breaches its contractual obligations under the Exclusive Business Cooperation Agreement, WFOE will be entitled to foreclose on the Mingda Tianjin Shareholders’ equity interests in Mingda Tianjin and may (1) exercise its option to purchase or designate third parties to purchase part or all of their equity interests in Mingda Tianjin and in this situation, WFOE may terminate the VIE Agreements after acquisition of all equity interests in Mingda Tianjin or form a new VIE structure with the third parties designated by WFOE; or (2) dispose the pledged equity interests and be paid in priority out of proceeds from the disposal, in which case the VIE structure will be terminated.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the Mingda Tianjin Shareholders irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in Mingda Tianjin. The option price is equal to the capital paid in by the Mingda Tianjin Shareholders subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of December 31, 2023, if WFOE exercised such option, the total option price that would be paid to all of the Mingda Tianjin Shareholders would be approximately $1,586,834, which is the aggregate registered capital of Mingda Tianjin. The option purchase price will increase in case the Mingda Tianjin Shareholders make additional capital contributions to Mingda Tianjin.

Under the Exclusive Option Agreement, WFOE may at any time under any circumstances, purchase, or have its designated person purchase, at its discretion, to the extent permitted under PRC law, all or part of the Mingda Tianjin Shareholders’ equity interests in Mingda Tianjin. The Exclusive Option Agreement, together with the Share Pledge Agreement, Exclusive Business Cooperation Agreement, and the Power of Attorney, enable us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP.

The agreement remains effective for a term of 10 years and may be renewed at WFOE’s election.

Powers of Attorney

Under each of the Powers of Attorney, the Mingda Tianjin Shareholders authorize WFOE to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the articles of association of Mingda Tianjin, including the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer, and other senior management members of Mingda Tianjin.

The term of each of the Powers of Attorney is the same as the term of the Exclusive Option Agreement. The Powers of Attorney are irrevocable and continuously valid from the date of execution of the Powers of Attorney, so long as the Mingda Tianjin Shareholders are shareholders of Mingda Tianjin.

Risks Associated with Our Corporate Structure and the VIE Agreements

Because we do not hold equity interests in the VIE and its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles, and the validity and enforcement of the VIE Agreements among WFOE, Mingda Tianjin, and the Mingda Tianjin Shareholders. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our securities may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus.

The VIE Agreements may not be effective as direct ownership in providing operational control. For instance, Mingda Tianjin and the Mingda Tianjin Shareholders could breach their VIE Agreements with WFOE by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The Mingda Tianjin Shareholders may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with Mingda Tianjin. In the event that Mingda Tianjin or the Mingda Tianjin Shareholders fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The VIE Agreements may not be effective in providing control over Mingda Tianjin” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements with Mingda Tianjin are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these VIE Agreements” in the 2023 Annual Report.

We are subject to certain legal and operational risks associated with having part of our operations in China, which could cause the value of our securities to significantly decline or become worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of the VIE and its subsidiaries, significant depreciation or a complete loss of the value of our securities, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. The PRC government has adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this prospectus, we, our subsidiaries, and the VIE and its subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, Beijing ANLI (Tianjin) Partners, we are not subject to cybersecurity review with the CAC, under the Cybersecurity Review Measures that became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Security Administration Draft is enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” in the 2023 Annual Report.

On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. As advised by our PRC counsel, Beijing ANLI (Tianjin) Partners, Mingda Tianjin falls under the category of Existing Issuers. Therefore, we are not immediately required to file for compliance. However, in the event that we intend to undertake new offerings or fundraising activities in the future, to ensure compliance with the relevant regulations, we will be required to file with the CSRC. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by PRC authorities may subject us to additional compliance requirements in the future” in the 2023 Annual Report. Other than the foregoing, as of the date of this prospectus, according to our PRC counsel, Beijing ANLI (Tianjin) Partners, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing. As of the date of this prospectus, we, our subsidiaries, and the VIE and its subsidiaries have not received any inquiry, notice, warning, or sanctions regarding our overseas listing from the CSRC or any other PRC governmental authorities. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and the VIE, our ability to accept foreign investments, and our listing on a U.S. exchange. The SCNPC or PRC regulatory authorities may in the future promulgate laws, regulations, or implement rules that require us, our subsidiaries, or the VIE to obtain regulatory approval from Chinese authorities for listing in the U.S.

In addition, our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the HFCA Act, as amended by the Consolidated Appropriations Act, if the PCAOB is unable to inspect our auditor for two consecutive years. Our auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our Ordinary Shares is prohibited under the HFCA 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 and trading in our Ordinary Shares could be prohibited. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.” in the 2023 Annual Report.

Business Overview

Our UK subsidiaries engage in the hospitality industry and own and manage hotel and restaurant businesses in the UK. In 2022, our UK subsidiaries acquired two real estate properties located in the UK, which have been remodeled as hotels with restaurant facilities. Our UK subsidiaries generated revenue of $9,952 during the six months ended June 30, 2024, and revenue of $102,909 (GBP 82,729), $16,263 (GBP13,207), and $19,469 (GBP14,150) during the years ended December 31, 2023, 2022, and 2021, respectively. Their net loss was $168,785, $358,907, $183,107,and $38,061 for the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022, and 2021, respectively.

Mansions engages in the asset management business and expects to provide comprehensive UK real estate-related services, including property leasing, property sales, furnishings, routine property maintenance and management, and hospitality and butler services to overseas real estate owners. Mansions implements customized management plans holistically tailored to the needs of its real estate owner clients. It facilitates a variety of ancillary services, including its real estate marketing and planning services, real estate agency services, advertisement planning services, 24-7 multilingual customer services meeting the demands of an international market, and professional onsite butler team. Mansions also manages the operations of the two hotels that MD UK recently purchased, as described below. We believe that the establishment of Mansions is a significant step for our global expansion strategy.

MD UK focuses on developing and launching real estate development projects and hospitality programs, including hotel operations, which are managed through Mansions.

On August 5, 2022, MD UK purchased Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom. As of the date of this prospectus, MD UK is in the process of transforming the property into a multi-functional cultural venue, encompassing a fine dining restaurant and hotel with spaces for parties and weddings. The Company is remodeling the property with support from available funding sources. The Company plans to construct a Chinese garden at the property, for which it, jointly with MD UK, entered into an amended and restated Fernie Castle Chinese garden construction project cooperation agreement with Suzhou Xiangshan Workshop Construction Investment Development Co., Ltd on September 11, 2024. The Company may obtain financial support from its major shareholder, secure a loan using its property as collateral, or raise funds through a private placement. However, these sources of funding are not guaranteed.

On December 6, 2022, MD UK purchased the Robin Hill Hotel and the Villa, Braddons Hill Road, Torquay TQ1 1HF (the “Robin Hill Property”). MD UK has finished the renovation of the Robin Hill Property and it was open to the public in March 2023. On July 2, 2024, Mansions entered into a strategic cooperation agreement with Chongqing Tu Bi Business Management Co., Ltd. to transform the Robin Hill Property into an arts exhibition center.

FCC is engaged in the management and development of the “Fernie” brand, including “Fernie” brand name related products and services.

Historically, the PRC operating entities primarily provided primary real estate agency services to their real estate developer clients, and provided, on an as-needed basis, real estate consulting services. The PRC operating entities’ primary real estate agency services offerings included providing primary agency sales services to residential real estate developers at any stage of the development and sale of a residential real estate project. The PRC operating entities primarily generated revenue through sales commissions which were either fixed or progressive. They generated 0%, 29.0%, 96.4%, and 98.7% of their total revenue through their primary agency sales services in the six months ended June 30, 2024 and in fiscal 2023, fiscal 2022, and fiscal 2021, respectively. The PRC operating entities’ revenue was $0, $41,954, $434,371, and $4,446,764 for the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022, and 2021, respectively. Their total net (loss) was $(1,326,011), $(1,160,446), $(2,154,084), and $(2,245,718) for the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022, and 2021, respectively.

Summary of Risk Factors

Investing in our securities involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our securities. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully under “Item 3. Key Information—D. Risk Factors” in the 2023 Annual Report and in the section titled “Risk Factors” beginning on page 27 of this prospectus.

Risks Relating to Our Business and Industry (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry” in the 2023 Annual Report)

Risks and uncertainties related to our business include, but are not limited to, the following:

	●	the PRC operating entities’ business is susceptible to fluctuations in the real estate market of China (see “The PRC operating entities’ business is susceptible to fluctuations in the real estate market of China” on page 11 of the 2023 Annual Report);

	●	the PRC operating entities’ business may be materially and adversely affected by government measures aimed at China’s real estate industry (see “The PRC operating entities’ business may be materially and adversely affected by government measures aimed at China’s real estate industry” on page 11 of the 2023 Annual Report);

	●	our financial condition, results of operations, and cash flows may be adversely affected by public health epidemics, including the COVID-19 pandemic (see “Our financial condition, results of operations, and cash flows may be adversely affected by public health epidemics, including the COVID-19 pandemic” on page 14 of the 2023 Annual Report);

	●	failure to maintain or enhance the PRC operating entities’ brands or image could have a material and adverse effect on their business and results of operations (see “Failure to maintain or enhance the PRC operating entities’ brands or image could have a material and adverse effect on their business and results of operations” on page 15 of the 2023 Annual Report);

	●	there is no guarantee that the PRC operating entities will be able to maintain their sales performance as they did in 2023, 2022, and 2021. In the event that their sales performance declines due to factors outside of our control or due to the deterioration of their performance, our results of operations and prospects may be materially and adversely affected (see “There is no guarantee that the PRC operating entities will be able to maintain their sales performance as they did in 2023, 2022, and 2021. In the event that their sales performance declines due to factors outside of our control or due to the deterioration of their performance, our results of operations and prospects may be materially and adversely affected” on page 15 of the 2023 Annual Report);

	●	the PRC operating entities have reduced their scale of operations and decreased their on-going programs, and, their, and consequently our, results of operations or profitability could be adversely affected (see “The PRC operating entities have reduced their scale of operations and to decrease their on-going programs, and, their, and consequently our, results of operations or profitability could be adversely affected” on page 15 of the 2023 Annual Report);

	●	if the PRC operating entities are unable to compete successfully, our financial condition and results of operations may be harmed (see “If the PRC operating entities are unable to compete successfully, our financial condition and results of operations may be harmed” on page 15 of the 2023 Annual Report);

	●	our results of operations and cash flows through the PRC operating entities may fluctuate due to seasonal variations in the real estate market and the non-recurring nature of their services provided to real estate developers (see “Our results of operations and cash flows through the PRC operating entities may fluctuate due to seasonal variations in the real estate market and the non-recurring nature of their services provided to real estate developers” on page 16 of the 2023 Annual Report);

	●	the PRC operating entities’ sales, revenue, and operations will be affected if the prospective buyers are not able to secure mortgage financing on attractive terms, if at all (see “The PRC operating entities’ sales, revenue, and operations will be affected if the prospective buyers are not able to secure mortgage financing on attractive terms, if at all” on page 17 of the 2023 Annual Report);

	●	the PRC operating entities’ reliance on a concentrated number of real estate developers may materially and adversely affect us (see “The PRC operating entities’ reliance on a concentrated number of real estate developers may materially and adversely affect us” on page 18 of the 2023 Annual Report);

	●	we face long cycles to settle the PRC operating entities’ accounts receivable and customer deposits, which could materially and adversely affect our results of operations (see “We face long cycles to settle the PRC operating entities’ accounts receivable and customer deposits, which could materially and adversely affect our results of operations” on page 19 of the 2023 Annual Report);

	●	as our Japanese subsidiary MD Japan commences operations in Japan, it may incur losses if economic conditions in Japan worsen (see “As our Japanese subsidiary MD Japan commences operations in Japan, it may incur losses if economic conditions in Japan worsen” on page 21 of the 2023 Annual Report);

	●	our Japanese subsidiary MD Japan’s business operations are exposed to risks of natural disasters, terrorism, and other disruptions caused by external events (see “Our Japanese subsidiary MD Japan’s business operations are exposed to risks of natural disasters, terrorism, and other disruptions caused by external events” on page 22 of the 2023 Annual Report);

	●	potential political shocks and uncertainties in the European Union (the “EU”), including the development of Brexit, could have unpredictable consequences for the real estate market and the wider economy, and our German subsidiary’s ability to protect itself against these risks is limited (see “Potential political shocks and uncertainties in the European Union (the ‘EU’), including the development of Brexit, could have unpredictable consequences for the real estate market and the wider economy, and our German subsidiary’s ability to protect itself against these risks is limited” on page 22 of the 2023 Annual Report); and

	●	as our UK subsidiaries commence operations in the UK, we may incur losses due to uncertainties of economy, policies, and general circumstances in the UK (see “As our UK subsidiaries commence operations in the UK, we may incur losses due to uncertainties of economy, policies, and general circumstances in the UK” on page 23 of the 2023 Annual Report).

Risks Relating to Doing Business in the PRC (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC” in the 2023 Annual Report)

We face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

	●	our current corporate structure and business operations may be affected by the Foreign Investment Law (see “Our current corporate structure and business operations may be affected by the Foreign Investment Law” on page 23 of the 2023 Annual Report);

	●	changes in China’s economic, political, social conditions, or government policies could have a material adverse effect on the PRC operating entities’ business and operations (see “Changes in China’s economic, political, social conditions, or government policies could have a material adverse effect on the PRC operating entities’ business and operations” on page 24 of the 2023 Annual Report);

	●	PRC laws and regulations governing the PRC operating entities’ current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair the PRC operating entities’ ability to operate profitable (see “PRC laws and regulations governing the PRC operating entities’ current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair the PRC operating entities’ ability to operate profitable” on page 25 of the 2023 Annual Report);

	●	uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us (see “Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us” on page 25 of the 2023 Annual Report);

	●	given the Chinese government’s significant oversight and discretion over the conduct of our business, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities (see “Given the Chinese government’s significant oversight and discretion over the conduct of our business, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities” on page 26 of the 2023 Annual Report);

	●	any actions by the Chinese government, including any decision to intervene or influence the operations of our PRC subsidiary or the VIE or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of our PRC subsidiary or the VIE, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless (see “Any actions by the Chinese government, including any decision to intervene or influence the operations of our PRC subsidiary or the VIE or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of our PRC subsidiary or the VIE, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless” on page 26 of the 2023 Annual Report);

	●	greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering (see “Greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” on page 27 of the 2023 Annual Report);

	●	you may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our directors and officers that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China (see “You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our directors and officers that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China” on page 27 of the 2023 Annual Report);

	●	the Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future (see “the Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future” on page 28 of the 2023 Annual Report);

	●	Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S. (see “Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.” on page 29 of the 2023 Annual Report);

	●	regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies or inject capital into the PRC subsidiary and could adversely affect our business. PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us, or otherwise expose us or our PRC resident shareholders to liabilities or penalties (see “Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies or inject capital into the PRC subsidiary and could adversely affect our business. PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us, or otherwise expose us or our PRC resident shareholders to liabilities or penalties” on page 31 of the 2023 Annual Report);

	●	PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to the PRC operating entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business (see “PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to the PRC operating entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business” on page 32 of the 2023 Annual Report);

	●	we face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies (see “We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies” on page 32 of the 2023 Annual Report);

	●	because the PRC operating entities conduct their business in RMB and the price of our Ordinary Shares is quoted in U.S. dollars, changes in currency conversion rates may affect the value of your investments (see “Because the PRC operating entities conduct their business in RMB and the price of our Ordinary Shares is quoted in U.S. dollars, changes in currency conversion rates may affect the value of your investments” on page 33 of the 2023 Annual Report);

	●	under the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders (see “Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders” on page 34 of the 2023 Annual Report);

	●	the PRC operating entities are subject to restrictions on paying dividends or making other payments to our offshore subsidiaries, which may have a material adverse effect on our ability to conduct our business (see “The PRC operating entities are subject to restrictions on paying dividends or making other payments to our offshore subsidiaries, which may have a material adverse effect on our ability to conduct our business” on page 35 of the 2023 Annual Report);

	●	there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC operating entities, and dividends payable by the PRC operating entities to our offshore subsidiaries may not qualify to enjoy certain treaty benefits (see “There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC operating entities, and dividends payable by the PRC operating entities to our offshore subsidiaries may not qualify to enjoy certain treaty benefits” on page 35 of the 2023 Annual Report);

	●	the disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC (see “The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC” on page 36 of the 2023 Annual Report);

	●	the failure to comply with PRC regulations relating to mergers and acquisitions of domestic projects by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure (see “The failure to comply with PRC regulations relating to mergers and acquisitions of domestic projects by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure” on page 36 of the 2023 Annual Report); and

	●	the M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China (see “The M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China” on page 37 of the 2023 Annual Report).

Risks Relating to Our Corporate Structure (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” in the 2023 Annual Report)

We are also subject to risks and uncertainties relating to our corporate structure, including, but not limited to, the following:

	●	the VIE Agreements may not be effective in providing control over Mingda Tianjin (see “The VIE Agreements may not be effective in providing control over Mingda Tianjin” on page 37 of the 2023 Annual Report);

	●	because we conduct a substantial part of our business through Mingda Tianjin, a VIE, if we fail to comply with applicable law, we could be subject to severe penalties and our business could be adversely affected (see “Because we conduct a substantial part of our business through Mingda Tianjin, a VIE, if we fail to comply with applicable law, we could be subject to severe penalties and our business could be adversely affected” on page 38 of the 2023 Annual Report);

	●	if the PRC government determines that the VIE Agreements do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIE, and our Ordinary Shares may decline in value or become worthless (see “If the PRC government determines that the VIE Agreements do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIE, and our Ordinary Shares may decline in value or become worthless” on page 38 of the 2023 Annual Report);

	●	the VIE Agreements with Mingda Tianjin are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these VIE Agreements (see “The VIE Agreements with Mingda Tianjin are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these VIE Agreements” on page 39 of the 2023 Annual Report);

	●	we may not be able to consolidate the financial results of Mingda Tianjin or such consolidation could materially and adversely affect our operating results and financial condition (see page “We may not be able to consolidate the financial results of Mingda Tianjin or such consolidation could materially and adversely affect our operating results and financial condition” on 39 of the 2023 Annual Report);

	●	the VIE Agreements may result in adverse tax consequences (see page “The VIE Agreements may result in adverse tax consequences” on 39 of the 2023 Annual Report);

	●	the Mingda Tianjin Shareholders have potential conflicts of interest with our Company, which may adversely affect our business and financial condition (see “The Mingda Tianjin Shareholders have potential conflicts of interest with our Company, which may adversely affect our business and financial condition” on page 40 of the 2023 Annual Report);

	●	we rely on the approvals, certificates, and business licenses held by Mingda Tianjin and any deterioration of the relationship between WFOE and Mingda Tianjin could materially and adversely affect our overall business operations (see “We rely on the approvals, certificates, and business licenses held by Mingda Tianjin and any deterioration of the relationship between WFOE and Mingda Tianjin could materially and adversely affect our overall business operations” on page 40 of the 2023 Annual Report); and

	●	the exercise of our option to purchase part or all of the shares in Mingda Tianjin under the Equity Option Agreement might be subject to certain limitations and substantial costs (see “The exercise of our option to purchase part or all of the shares in Mingda Tianjin under the Equity Option Agreement might be subject to certain limitations and substantial costs” on page 40 of the 2023 Annual Report).

Risks Relating to Our Ordinary Shares and the Trading Market (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Ordinary Shares and the Trading Market” in the 2023 Annual Report and “Risk Factors—Risks Relating to Our Ordinary Shares and the Trading Market” beginning on page 27 of this prospectus)

In addition to the risks described above, we are subject to general risks and uncertainties relating to our Ordinary Shares and the trading market, including, but not limited to, the following:

	●	because we are a Cayman Islands company and all of our business is conducted in the PRC through the PRC operating entities and in the UK through our UK subsidiaries, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain (see “Because we are a Cayman Islands company and all of our business is conducted in the PRC through the PRC operating entities and in the UK through our UK subsidiaries, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain” on page 41 of the 2023 Annual Report);

	●	since our chief executive officer owns 66.2% of our Ordinary Shares, he has the ability to elect directors and approve matters requiring shareholder approval by way of ordinary resolution or special resolution (see “Since our chief executive officer owns 66.2% of our Ordinary Shares, he has the ability to elect directors and approve matters requiring shareholder approval by way of ordinary resolution or special resolution” on page 27 of this prospectus);

	●	since we are deemed to be a “controlled company” under the Nasdaq listing rules, we are allowed to follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders (see “Since we are deemed to be a ‘controlled company’ under the Nasdaq listing rules, we are allowed to follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders” on page 41 of the 2023 Annual Report);

	●	we do not intend to pay dividends for the foreseeable future (see “We do not intend to pay dividends for the foreseeable future” on page 41 of the 2023 Annual Report);

	●	the market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance (see “The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance” on page 42 of the 2023 Annual Report);

	●	if we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer (see “If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer” on page 43 of the 2023 Annual Report);

	●	because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer (see “Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer” on page 43 of the 2023 Annual Report);

	●	anti-takeover provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control (see “Anti-takeover provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control” on page 44 of the 2023 Annual Report); and

	●	the laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States (see “The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States” on page 45 of the 2023 Annual Report).

Permission Required from PRC Authorities

The VIE is not operating in an industry that prohibits or limits foreign investment. As a result, as advised by our PRC counsel, Beijing ANLI (Tianjin) Partners, other than those requisite for a domestic company in China to engage in the businesses similar to those of the VIE, our Company, our subsidiaries, or the VIE is not required to obtain any permission from Chinese authorities, including the CSRC, the CAC, or any other governmental agency that is required to approve the operations of the VIE. However, if our Company, our subsidiaries, or the VIE does not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend the VIE’s relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in the operations of the VIE, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

As of the date of this prospectus, the VIE has received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied. Such licenses and permissions include the Business License and Registration Certificate of Tianjin Real Estate Brokerage Agency. The following table provides details on the licenses and permissions held by the VIE.

Company	License/Permission	Issuing Authority	Validity
Mingdajiahe (Tianjin) Co., Ltd.	Business License	Tianjin Market Supervision and Administration Commission	Long-term
Mingdajiahe (Tianjin) Co., Ltd.	Registration Certificate of Tianjin Real Estate Brokerage Agency	Tianjin Heping District Housing and Construction Commission	Long-term

On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing applications. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

According to the CSRC Notice, domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023) shall be deemed to be Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings.

As advised by our PRC counsel, Beijing ANLI (Tianjin) Partners, Mingda Tianjin falls under the category of Existing Issuers. Therefore, we are not immediately required to file for compliance. However, in the event that we intend to undertake new offerings or fundraising activities in the future, to ensure compliance with the relevant regulations we will be required to file with the CSRC.

On February 24, 2023, the CSRC, together with the Ministry of Finance of the PRC, the National Administration of State Secrets Protection, and the National Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing, which were issued by the CSRC and the National Administration of State Secrets Protection and the National Archives Administration of China in 2009, or the “Provisions.” The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company, our subsidiaries, or the VIE to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot assure you that we will be able to comply with new regulatory requirements relating to our future overseas capital-raising activities and we may become subject to more stringent requirements with respect to matters such as cross-border investigation, data privacy, and enforcement of legal claims. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by PRC authorities may subject us to additional compliance requirements in the future” in the 2023 Annual Report.

Except as described above, we are currently not required to obtain permission from any of the PRC authorities to operate and issue our securities to foreign investors. In addition, we, our subsidiaries, and Mingda Tianjin and its subsidiaries are not required to obtain permission or approval relating to our securities from the PRC authorities, including the CSRC or the CAC, for our subsidiaries or Mingda Tianjin’s operations, nor have we or our subsidiaries or Mingda Tianjin received any denial for our subsidiaries or Mingda Tianjin’s operations with respect to our offerings. However, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the “Opinions,” which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies, cybersecurity, data privacy protection requirements, and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirements in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of different interpretation and enforcement of the rules and regulations in the PRC adverse to us, which may take place quickly with little advance notice. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Opinions, the Trial Measures, the revised Provisions, and the Data Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future” in the 2023 Annual Report.

Asset Transfers Between Our Company, Our Subsidiaries, and the VIE

As of the date of this prospectus, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIE do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.

MDJM transferred $1,480,000 and $3,100,000 into the account of MD UK in 2022 and 2021, respectively, as an investment; in addition, MDJM paid a net amount of $103,794 and $14,757 on behalf of subsidiaries in 2022 and 2021, respectively, which consisted of attorney fees in connection with the establishment of new business, and other business-related expenses. There were no other assets transferred among MDJM, its subsidiaries, and the VIE during the six months ended June 30, 2024 and the fiscal years ended December 31, 2023, 2022, and 2021.

Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences

As of the date of this prospectus, none of our subsidiaries nor the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. 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. Subject to the passive foreign investment company rules, the gross amount of distributions we make to investors with respect to our Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium account, provided that in no circumstances may a dividend be paid out of the share premium account if this would result in the company being unable to pay its debts due in the ordinary course of business.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, MDJH Hong Kong, and our UK subsidiaries, MD UK and FCC. MDJH Hong Kong will rely on payments made from Mingda Tianjin to WFOE, pursuant to the VIE Agreements, and the distribution of such payments to MDJH Hong Kong; MD UK will rely on payments from its subsidiary Mansions. According to the PRC Enterprise Income Tax Law, such payments from subsidiaries to parent companies in China are subject to the PRC enterprise income tax at a rate of 25%. In addition, if Mingda Tianjin incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Current PRC regulations permit WFOE to pay dividends to MDJH Hong Kong only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our operating entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

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 operating entities 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 or our subsidiaries are unable to receive all of the revenue from our operations through the VIE Agreements, we may be unable to pay 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 10.0%.

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, 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 resident enterprise must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise 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 resident enterprise 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 WFOE to its immediate holding company, MDJH Hong Kong. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. MDJH Hong Kong intends to apply for the tax resident certificate when WFOE plans to declare and pay dividends to MDJH Hong Kong. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC operating entities, and dividends payable by the PRC operating entities to our offshore subsidiaries may not qualify to enjoy certain treaty benefits” in the 2023 Annual Report.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and trade and service-related foreign exchange transactions, can be made in foreign currencies, without prior approval of State Administration of Foreign Exchange (“SAFE”), by complying with certain procedural requirements. Specifically, without prior approval of SAFE, cash generated from the operations in the PRC may be used to pay dividends to our Company. As of the date of this prospectus, WFOE has conducted the foreign exchange registration related to our Company under the existing PRC foreign exchange regulations, which enables WFOE to legally distribute its earnings to our Company.

Our Company’s ability to settle amounts owed under the VIE Agreements relies upon payments made from the VIE to WFOE in accordance with the VIE Agreements. For services rendered to the VIE by WFOE under the Exclusive Business Cooperation Agreement, WFOE is entitled to collect a service fee from the VIE. Pursuant to the Exclusive Option Agreement, WFOE may at any time and under any circumstances purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC laws. For restrictions and limitations on our ability to settle amounts owed under the VIE Agreements, please see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The VIE Agreements may not be effective in providing control over Mingda Tianjin” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—If the PRC government determines that the VIE Agreements do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIE, and our Ordinary Shares may decline in value or become worthless” in the 2023 Annual Report.

Selected Condensed Consolidating Financial Schedule

We operate our business through MD UK, Mansions, and Mingda Tianjin, which is a VIE in the PRC. The following tables present the selected condensed consolidating balance sheets as of June 30, 2024 and December 31, 2023, 2022, and 2021 and the selected condensed consolidating statements of operations and comprehensive income (loss) and cash flows for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022, and 2021 for “Parent,” “MDJH Hong Kong,” “WFOE,” “VIE and its subsidiaries,” and “Other Subsidiaries.” “Parent” refers to MDJM LTD, a Cayman Islands exempted company listed on Nasdaq. “MDJH Hong Kong” refers to MDJCC Limited, a Hong Kong corporation, which is wholly owned by MDJM LTD. “WFOE” refers to Beijing Mingda Jiahe Technology Development Co. Ltd, which is a wholly owned Chinese subsidiary of MDJM LTD. “VIE and its subsidiaries” refer to Mingda Tianjin and its subsidiaries, in which we have no equity interests. “Other Subsidiaries” refer to MD Local Global Limited, a UK company, which are wholly owned by MDJM LTD, and Mansions Catering and Hotel Ltd, a UK company, which is 100% owned by MD Local Global Limited as of December 31, 2022 (Mansions Catering and Hotel Ltd was 51% owned by MD Local Global Limited as of December 31, 2021).

MDJM LTD

SELECTED CONDENSED CONSOLIDATING BALANCE SHEETS

	As of June 30, 2024
	Parent (Cayman Islands)			MDJH Hong Kong (Hong Kong)			WFOE (PRC)			VIE and its subsidiaries (PRC)			Other Subsidiaries (UK)			Eliminating Adjustments			Consolidated Totals
Assets
Cash, cash equivalents, and restricted cash	$	631		$	84		$	26		$	427		$	83,073		$			$	84,241
Accounts receivable, net of allowance		-			-			-			150,210			-			-			150,210
VIE’s profit receivable		-			-			737,798			-			-			(737,798	)		-
Due from VIE, WFOE, Parent, and Other Subsidiaries (4)		590,362			844,443			722,090			2,453,468			(65,320	)		(4,545,043	)		-
Inter-group investments		4,580,000			500,000			-			-			-			(5,080,000	)		-
Other assets		781,475			-			1,468			6,325			3,298,828			-			4,088,096
Total Assets	$	5,952,468		$	1,344,527		$	1,461,382		$	2,610,430		$	3,316,581		$	(10,362,841	)	$	4,322,547

Liabilities
Accounts payable and accrued liabilities, value-added tax, and other taxes payable	$	3,671		$	-		$	-		$	226,743		$	642,683		$	(632,347	)	$	240,750
VIE’s profit payable		-			-			-			737,798			-			(737,798	)		-
Due to VIE, WFOE, Parent, and Other Subsidiaries (4)		1,450,943			1,355,604			268,023			2,197,562			(1,209,207	)		(4,050,808	)		12,117
Other liabilities		-			-			-			16,896			11,093			-			27,989
Total Liabilities		1,454,614			1,355,604			268,023			3,178,999			(555,431	)		(5,420,953	)		280,856

Equities
Inter-group investments		-			-			467,856			-			4,462,864			(4,930,720	)		-
Common stocks		2,494			-			-			-			-			10,380			12,874
Capital and additional paid-in capital		5,800,318			-			-			2,572,437			-			(10,381	)		8,362,374
Statutory reserve		-			-			-			327,140			-			-			327,140
Retained earning (deficit)		(1,304,958	)		(11,077	)		(13,196	)		(2,550,647	)		(809,567	)		(2	)		(4,689,447	)
Accumulated VIE’s profit contributions (2)		-			-			737,798			(737,798	)		-			-			-
Accumulated other comprehensive income (loss)		-			-			901			(179,701	)		218,715			(11,165	)		28,750
Total MDJM Ltd shareholders’ equity		4,497,854			(11,077	)		1,193,359			(568,569	)		3,872,012			(4,941,888	)		4,041,691

Total Liabilities and Equities	$	5,952,468		$	1,344,527		$	1,461,382		$	2,610,430		$	3,316,581		$	(10,362,841	)	$	4,322,547

	As of December 31, 2023
	Parent (Cayman Islands)			MDJH Hong Kong (Hong Kong)			WFOE (PRC)			VIE and its subsidiaries (PRC)			Other Subsidiaries (UK)			Eliminating Adjustments			Consolidated Totals
Assets
Cash, cash equivalents, and restricted cash	$	3,687		$	99		$	6		$	59		$	499,654		$	—		$	503,505
Accounts receivable, net of allowance		—			—			—			164,170			—			—			164,170
VIE’s profit receivable		—			—			737,798			—			—			(737,798	)		—
Due from VIE, WFOE, Parent, and Other Subsidiaries (4)		565,600			1,022,528			918,847			2,689,559			(65,320	)		(5,131,214	)		—
Inter-group investments		4,580,000			500,000			—			—			—			(5,080,000	)		—
Other assets		1,520			—			—			6,765			3,323,282			—			3,331,567
Total Assets	$	5,150,807		$	1,522,627		$	1,656,651		$	2,860,553		$	3,757,616		$	(10,949,012	)	$	3,999,242

Liabilities
Accounts payable and accrued liabilities, value-added tax, and other taxes payable	$	—		$	—		$	—		$	94,532		$	431,791		$	(424,354	)	$	101,969
VIE’s profit payable		—			—			—			737,798			—			(737,798	)		—
Due to VIE, WFOE, Parent, and Other Subsidiaries (4)		1,348,528			1,532,188			452,363			2,237,196			(751,045	)		(4,819,230	)		—
Other liabilities		—			—			—			17,294			2,774			—			20,068
Total Liabilities		1,348,528			1,532,188			452,363			3,086,820			(316,480	)		(5,981,382	)		122,037

Equities
Inter-group investments		—			—			478,880			—			4,499,263			(4,978,143	)		—
Common stocks		1,295			—			—			—			—			10,380			11,675
Capital and additional paid-in capital		4,283,337			—			—			2,572,437			—			(10,380	)		6,845,394
Statutory reserve		—			—			—			327,140			—			—			327,140
Retained earning (deficit)		(482,353	)		(9,561	)		(13,004	)		(2,217,734	)		(640,782	)		(2	)		(3,363,436	)
Accumulated VIE’s profit contributions (2)		—			—			737,798			(737,798	)		—			—			—
Accumulated other comprehensive income (loss)		—			—			614			(170,313	)		215,615			10,516			56,432
Total MDJM Ltd shareholders’ equity		3,802,279			(9,561	)		1,204,288			(226,268	)		4,074,096			(4,967,629	)		3,877,205
Non-controlling interest		—			—			—			—			—			—			—
Total Liabilities and Equities	$	5,150,807		$	1,522,627		$	1,656,651		$	2,860,552		$	3,757,616		$	(10,949,011	)	$	3,999,242

	As of December 31, 2022
	Parent (Cayman Islands)			MDJH Hong Kong (Hong Kong)			WFOE (PRC)			VIE and its subsidiaries (PRC)			Other Subsidiaries (UK)			Eliminating Adjustments			Consolidated Totals
Assets
Cash, cash equivalents and restricted cash	$	77,702		$	28		$	70,167		$	4,154		$	1,281,107		$	—		$	1,433,158
Accounts receivable, net of allowance		—			—			—			961,793			6,026			—			967,819
VIE's profit receivable (1)		—			—			737,798			—			—			(737,798	)		—
Due from Parent, MDJH Hong Kong, WOFE, VIE, and Other Subsidiaries (2)		565,500			1,287,313			1,212,424			798,593			129,930			(3,993,760	)		—
Inter-group investments		4,580,000			500,000			—			—			—			(5,080,000	)		—
Other assets		728			—			—			85,426			3,145,595			2,349			3,234,098
Total Assets	$	5,223,930		$	1,787,341		$	2,020,389		$	1,849,966		$	4,562,658		$	(9,809,209	)	$	5,635,075

Liabilities
Accounts payable and accrued liabilities, value-added tax, and other taxes payable	$	831		$	—		$	—		$	252,711		$	57,195		$	2,349		$	313,086
Short-term loans payable		—			—			—			372,679			—			—			372,679
VIE's profit payable		—			—			—			737,798			—			(737,798	)		—
Due to Parent, MDJH Hong Kong, WOFE, VIE, and Other Subsidiaries (3)		1,287,313			1,795,493			798,593			—			200,328			(4,081,727	)		—
Other liabilities		—			—			—			17,799			2,380			—			20,179
Total Liabilities		1,288,144			1,795,493			798,593			1,380,987			259,903			(4,817,176	)		705,944

Equities
Inter-group investments		—			—			492,846			—			4,579,980			(5,072,826	)		—
Common stocks		1,295			—			—			—			—			10,380			11,675
Capital and additional paid-in capital		4,283,337			—			—			2,572,437			—			(10,380	)		6,845,394
Statutory reserve		—			—			—			327,140			—			—			327,140
Retained earning (deficit)		(348,846	)		(8,152	)		(9,203	)		(1,554,913	)		(281,876	)		—			(2,202,990	)
Accumulated VIE's profit contributions (3)		—			—			737,798			(737,798	)		—			—			—
Accumulated other comprehensive income (loss)		—			—			355			(137,887	)		4,651			80,793			(52,088	)
Total MDJM Ltd shareholders’ equity		3,935,786			(8,152	)		1,221,796			468,979			4,302,755			(4,992,033	)		4,929,131
Total Liabilities and Equities	$	5,223,930		$	1,787,341		$	2,020,389		$	1,849,966		$	4,562,658		$	(9,809,209	)	$	5,635,075

(1)

VIEs incurred loss in 2022, so no shared profit was added in 2022.

(2)

This line item refers to balances due from or due to Parent, MDJH Hong Kong, WFOE, VIE (Mingda Tianjin and its operational subsidiaries in China), and other subsidiaries owned by MDJM (the “Group”). The balances resulted from monetary transactions among the Group, such as advancing cash to establish a new operation, and paying expenses on behalf of other entities within the Group. There is no sales or purchase activity involved. The balances of due from or due to Parent, MDJH Hong Kong, WFOE, VIE, and Other Subsidiaries are elimination items in our consolidating financial statements. Each entity in the Group is a legal entity. The unpaid balances will be settled by cash payment or by taking a loss, if any. The Company has no immediate plan to settle the intercompany amounts and such amounts will remain outstanding for the foreseeable future.

(3)

VIE’s loss was not included.

	As of December 31, 2021
	Parent (Cayman Islands)			MDJH Hong Kong (Hong Kong)			WFOE (PRC)			VIE and its subsidiaries (PRC)			Other Subsidiaries (UK)			Eliminating Adjustments			Consolidated Totals
Assets
Cash, cash equivalents and restricted cash	$	1,743,412		$	22		$	500,725		$	447,054		$	3,052,865		$	—		$	5,744,078
Accounts receivable, net of allowance		—			—			—			2,125,712			11,999			—			2,137,711
VIE’s profit receivable (1)		—			—			737,798			—			—			(737,798	)		—
Receivable from related parties (3)		71,035			—			—			—			—			—			71,035
Due from Parent, MDJH Hong Kong, WOFE, VIE, and other subsidiaries (4)		500,130			1,386,645			1,425,457			1,436,871			48,955			(4,798,058	)		—
Inter-group investments		3,100,000			500,000			—			—			—			(3,600,000	)		—
Other assets		3,881			—			—			398,844			10,590			2,831			416,146
Total Assets	$	5,418,458		$	1,886,667		$	2,663,980		$	4,408,481		$	3,124,409		$	(9,133,025	)	$	8,368,970

Liabilities
Accounts payable and accrued liabilities, value-added tax, and other taxes payable	$	—		$	—		$	—		$	1,151,129		$	10,376		$	2,831		$	1,164,336
VIE’s profit payable		—			—			—			737,798			—		$	(737,798	)		—
Due to Parent, MDJH Hong Kong, WFOE, VIE, and other subsidiaries (4)		1,386,645			1,893,375			1,436,871			—			48,039			(4,764,930	)		—
Other liabilities		—			—			—			243,455			3,763			—			247,218
Total Liabilities		1,386,645			1,893,375			1,436,871			2,132,382			62,178			(5,499,897	)		1,411,554

Equities
Inter-group investments		—			—			535,231			—			3,100,000			(3,635,231	)		—
Common stocks		1,295			—			—			—			—			10,380			11,675
Capital and additional paid-in capital		4,283,337			—			—			2,572,437			—			(10,380	)		6,845,394
Statutory reserve		—			—			—			327,140			—			—			327,140
Retained earning (deficit)		(252,819	)		(6,708	)		(43,452	)		51,201			(31,013	)		—			(282,791	)
Accumulated VIE’s profit contributions (2)		—			—			737,798			(737,798	)		—			—			—
Accumulated other comprehensive income (loss)		—			—			(2,468	)		63,119			149			2,103			62,903
Total MDJM Ltd shareholders’ equity		4,031,813			(6,708	)		1,227,109			2,276,099			3,069,136			(3,633,128	)		6,964,321
Non-controlling interest		—			—			—			—			(6,905	)		—			(6,905	)
Total Liabilities and Equities	$	5,418,458		$	1,886,667		$	2,663,980		$	4,408,481		$	3,124,409		$	(9,133,025	)	$	8,368,970

(1)

VIE incurred a loss in 2021, so no shared profit was added in 2021.

(2)

VIE’s loss was not included.

(3)

Represented the fund advanced for the establishment of new subsidiaries that had not been completed as of December 31, 2021. The formation of these new subsidiaries was completed in January and February 2022, and these new subsidiaries are included in the consolidated group in the reporting period in 2022.

(4)

This line item refers to balances due from or due to Parent, MDJH Hong Kong, WFOE, VIE (Mingda Tianjin and its operational subsidiaries in China), and other subsidiaries owned by MDJM. The balances resulted from monetary transactions among the Group, such as advancing cash to establish a new operation, and paying expenses on behalf of other entities within the Group. There is no sales or purchase activity involved. The balances of due from or due to Parent, MDJH Hong Kong, WFOE, VIE, and Other Subsidiaries are elimination items in our consolidating financial statements. Each entity in the Group is a legal entity. The unpaid balances will be settled by cash payment or by taking a loss, if any. The Company has no immediate plan to settle the intercompany amounts and such amounts will remain outstanding for the foreseeable future.

MDJM LTD

SELECTED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHESIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2024
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			subsidiaries			Subsidiaries			Eliminating			Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments			Totals
Revenue	$	-		$	-		$	-		$	-		$	220,921		$	(210,969	)	$	9,952
Service fee income from VIE and its subsidiaries*		-			-			-			-			-			-			-
Payroll and payroll taxes		(750,380	)		-			-			(110,712	)		(36,606	)		-			(897,698	)
Professional fees		(31,250	)		-			-			(211,741	)		(14,853	)		-			(257,844	)
Other G&A expenses		(40,975	)		(1,516	)		(192	)		(10,807	)		(338,386	)		210,969			(180,907	)
Loss from operations		(822,605	)		(1,516	)		(192	)		(333,260	)		(168,924	)		-			(1,326,497	)
Other income (expenses)		-			-			-			347			139			-			486
Income tax		-			-			-			-			-			-			-
Net income (loss)		(822,605	)		(1,516	)		(192	)		(332,913	)		(168,785	)		-			(1,326,011	)

Net income (loss) attributable to MDJM Ltd ordinary shareholders	$	(822,605	)	$	(1,516	)	$	(192	)	$	(332,913	)	$	(168,785	)	$	-		$	(1,326,011	)

Net income (loss)	$	(822,605	)	$	(1,516	)	$	(192	)	$	(332,913	)	$	(168,785	)	$	-		$	(1,326,011	)
Change in foreign currency translation adjustments		-			-			287			(9,389	)		3,100			(21,680	)		(27,682	)

Comprehensive income (loss) attributable to MDJM Ltd ordinary shareholders	$	(822,605	)	$	(1,516	)	$	95		$	(342,302	)	$	(165,685	)	$	(21,680	)	$	(1,353,693	)

	For the Year Ended December 31, 2023
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			subsidiaries			Subsidiaries			Eliminating			Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments			Totals
Revenue	$	—		$	—		$	—		$	41,954		$	517,761		$	(414,852	)	$	144,863
Service fee income from VIE and its subsidiaries*		—			—			—			—			—			—			—
Payroll and payroll taxes		—			—			—			(486,954	)		(85,286	)		—			(572,240	)
Professional fees		(6,045	)		—			—			(439,237	)		(80,343	)		—			(525,625	)
Other G&A expenses		(127,462	)		(1,410	)		(2,578	)		90,239			(744,796	)		414,852			(371,155	)
Loss from operations		(133,507	)		(1,410	)		(2,578	)		(793,998	)		(392,664	)		—			(1,324,157	)
Other income (expenses)		—			—			(1,223	)		142,012			33,757			—			174,546
Income tax		—			—			—			(10,835	)		—			—			(10,835	)
Net income (loss)		(133,507	)		(1,410	)		(3,801	)		(662,821	)		(358,907	)		—			(1,160,446	)
Net loss attributable to noncontrolling interest		—			—			—			—			—			—			—
Net income (loss) attributable to MDJM Ltd ordinary shareholders	$	(133,507	)	$	(1,410	)	$	(3,801	)	$	(662,821	)	$	(358,907	)	$	—		$	(1,160,446	)

Net income (loss)	$	(133,507	)	$	(1,410	)	$	(3,801	)	$	(662,821	)	$	(358,907	)	$	—		$	(1,160,446	)
Change in foreign currency translation adjustments		—			—			259			(32,425	)		210,964			(70,278	)		108,520
Comprehensive income attributable to non-controlling interest		—			—			—			—			—			—			—
Comprehensive income (loss) attributable to MDJM Ltd ordinary shareholders	$	(133,507	)	$	(1,410	)	$	(3,542	)	$	(695,246	)	$	(147,943	)	$	(70,278	)	$	(1,051,926	)

*	According to the “Exclusive Business Cooperation Agreement,” WFOE is entitled to receive 100% of VIE and its subsidiaries’ net income after deduction of required PRC statutory reserve as a service fee.

	For the Year Ended December 31, 2022
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			subsidiaries			Subsidiaries			Eliminating		Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments		Totals
Revenue	$	—		$	—		$	—		$	434,371		$	16,263		$	—	$	450,634
Service fee income from VIE and its subsidiaries*		—			—			—			—			—			—		—
Payroll and payroll taxes		—			—			—			(1,331,838	)		(39,134	)		—		(1,370,972	)
Professional fees		(11,694	)		—			—			(408,883	)		(135,080	)		—		(555,657	)
Other G&A expenses		(84,332	)		(1,444	)		(3,610	)		(295,480	)		(88,670	)		—		(473,536	)
Loss from operations		(96,026	)		(1,444	)		(3,610	)		(1,601,830	)		(246,621	)		—		(1,949,531	)
Other income (expenses)		—			—			37,859			(245,217	)		5,825			—		(201,533	)
Income tax		—			—			—			—			(3,020	)		—		(3,020	)
Net income (loss)		(96,026	)		(1,444	)		34,249			(1,847,047	)		(243,816	)		—		(2,154,084	)
Net loss attributable to noncontrolling interest		—			—			—			—			—			—		—
Net income (loss) attributable to MDJM Ltd ordinary shareholders	$	(96,026	)	$	(1,444	)	$	34,249		$	(1,847,047	)	$	(243,816	)	$	—	$	(2,154,084	)

Net Income (loss)	$	(96,026	)	$	(1,444	)	$	34,249		$	(1,847,047	)	$	(243,816	)	$	—	$	(2,154,084	)
Change in foreign currency translation adjustments		—			—			75,539			(187,072	)		10,333			—		(101,200	)
Comprehensive income attributable to non-controlling interest		—			—			—			—			—			—		—
Comprehensive income (loss) attributable to MDJM Ltd ordinary shareholders	$	(96,026	)	$	(1,444	)	$	109,788		$	(2,034,119	)	$	(233,483	)	$	—	$	(2,255,284	)

*	VIE and its subsidiaries incurred loss in 2022 and WFOE is not entitled to any service fee income or share of VIE and its subsidiaries’ profit.

	For the Years Ended December 31, 2021
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			Subsidiaries			Subsidiaries			Eliminating		Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments		Totals
Revenue	$	—		$	—		$	—		$	4,446,764		$	19,469		$	—	$	4,466,233
Service fee income from VIE and its subsidiaries*		—			—			—			—			—			—		—
Payroll and payroll taxes		—			—			—			(5,540,125	)		(14,061	)		—		(5,554,186	)
Professional fees		(5,225	)		—			—			(439,585	)		(15,464	)		—		(460,274	)
Other G&A expenses		(118,347	)		(1,434	)		(3,743	)		(566,353	)		(31,381	)		—		(721,258	)
Loss from operations		(123,572	)		(1,434	)		(3,743	)		(2,099,299	)		(41,437	)		—		(2,269,485	)
Other income (expenses)		6,852			—			(14,130	)		30,584			3,376			—		26,682
Income tax		—			—			—			(9,963	)		—			—		(9,963	)
Net loss		(116,720	)		(1,434	)		(17,873	)		(2,078,678	)		(38,061	)		—		(2,252,766	)
Net loss attributable to noncontrolling interest		—			—			—			7,048			—			—		7,048
Net income (loss) attributable to MDJM Ltd ordinary shareholders	$	(116,720	)	$	(1,434	)	$	(17,873	)	$	(2,071,630	)	$	(38,061	)	$	—	$	(2,245,718	)

Net (loss)	$	(116,720	)	$	(1,434	)	$	(17,873	)	$	(2,078,678	)	$	(38,061	)	$	—	$	(2,252,766	)
Change in foreign currency translation adjustments		—			—			(1,060	)		95,462			292			—		94,694
Comprehensive income attributable to non-controlling interest		—			—			—			—			(143	)		—		(143	)
Comprehensive loss attributable to MDJM Ltd ordinary shareholders	$	(116,720	)	$	(1,434	)	$	(18,933	)	$	(1,983,216	)	$	(37,912	)	$	—	$	(2,158,215	)

*	VIE and its subsidiaries incurred loss in 2021 and WFOE is not entitled to any service fee income or share of VIE and its subsidiaries’ profit.

MDJM LTD

SELECTED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30, 2024
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			Subsidiaries			Subsidiaries			Eliminating			Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments			Totals
Cash Flows from Operating Activities:
Net income (loss)	$	(822,605	)	$	(1,516	)	$	(192	)	$	(332,913	)	$	(168,785	)	$	-		$	(1,326,011	)
Non cash service fee		746,709			-			-			1,664			11,936			24,811			785,120
Other adjustments to reconcile net income (loss) to net cash provided by operating activities		(29,575	)		-			(1,478	)		156,443			10,947			-			136,337
Net Cash Provided by (Used in) Operating Activities		(105,471	)		(1,516	)		(1,670	)		(174,806	)		(145,902	)		24,811			(404,554	)

Cash Flows from Investing Activities:
Advanced (to) / from related parties		102,415			1,501			1,691			175,181			(253,680	)		(27,108	)		-
Other investing activities		-			-			-			-			(13,325	)		-			(13,325	)
Net Cash Provided by (Used in) Investing Activities		102,415			1,501			1,691			175,181			(267,005	)		(27,108	)		(13,325	)

Cash Flows from Financing Activities:
Net proceeds from initial public offering		-			-			-			-			-			-			-
Repayment of short-term loans		-			-			-			-			-			-			-
Net Cash Provided by (Used in) Financing Activities		-			-			-			-			-			-			-

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		-			-			(1	)		(7	)		(3,674	)		2,297			(1,385	)
Net change in cash, cash equivalents and restricted cash		(3,056	)		(15	)		20			368			(416,581	)		-			(419,264	)
Cash, cash equivalents, and restricted cash - beginning of the period		3,687			99			6			59			499,654			-			503,505
Cash, cash equivalents, and restricted cash - end of the period	$	631		$	84		$	26		$	427		$	83,073		$	-		$	84,241

	For the Year Ended December 31, 2023
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			Subsidiaries			Subsidiaries			Eliminating			Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments			Totals
Cash Flows from Operating Activities:
Net income (loss)	$	(133,507	)	$	(1,410	)	$	(3,801	)	$	(662,821	)	$	(358,907	)	$	—		$	(1,160,446	)
Non cash service fee		—			—			—			(151,853	)		(6,739	)		(18,499	)		(177,091	)
Other adjustments to reconcile net income (loss) to net cash provided by operating activities		(1,623	)		—			—			781,548			(41,753	)		—			738,172
Net Cash Provided by (Used in) Operating Activities		(135,130	)		(1,410	)		(3,801	)		(33,126	)		(407,399	)		(18,499	)		(599,365	)

Cash Flows from Investing Activities:
Advanced (to) / from related parties		61,115			1,480			(64,554	)		324,468			(323,507	)		998			—
Other investing activities		—			—			—			67,760			(106,544	)		—			(38,784	)
Net Cash Provided by (Used in) Investing Activities		61,115			1,480			(64,554	)		392,228			(430,051	)		998			(38,784	)

Cash Flows from Financing Activities:
Net proceeds from initial public offering		—			—			—			—			—			—			—
Repayment of short-term loans		—			—			—			(363,089	)		—			—			(363,089	)
Net Cash Provided by (Used in) Financing Activities		—			—			—			(363,089	)		—			—			(363,089	)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—			1			(1,806	)		(108	)		55,997			17,501			71,585
Net change in cash, cash equivalents and restricted cash		(74,015	)		71			(70,161	)		(4,095	)		(781,453	)		—			(929,653	)
Cash, cash equivalents, and restricted cash - beginning of the period		77,702			28			70,167			4,154			1,281,107			—			1,433,158
Cash, cash equivalents, and restricted cash - end of the period	$	3,687		$	99		$	6		$	59		$	499,654		$	—		$	503,505

	For the Year Ended December 31, 2022
				MDJH						VIE and its			Other
	Parent			Hong Kong			WFOE			Subsidiaries			Subsidiaries			Eliminating		Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Adjustments		Totals
Cash Flows from Operating Activities:
Net income (loss)	$	(96,026	)	$	(1,444	)	$	34,249		$	(1,847,047	)	$	(243,816	)	$	—	$	(2,154,084	)
Non cash service fee
Other adjustments to reconcile net income (loss) to net cash provided by operating activities		14,110			—			(37,646	)		479,631			110,872			—		566,967
Net Cash Provided by (Used in) Operating Activities		(81,916	)		(1,444	)		(3,397	)		(1,367,416	)		(132,944	)		—		(1,587,117	)

Cash Flows from Investing Activities:
Advanced to/from related parties
Other investing activities		—			—			—			31,349			(3,140,798	)		—		(3,109,449	)
Net Cash Provided by (Used in) Investing Activities		—			—			—			31,349			(3,140,798	)		—		(3,109,449	)

Cash Flows from Financing Activities:
Proceeds from short-term loans		—			—			—			381,754			—			—		381,754
Intercompany investment (1)		(1,480,000	)		—			—			—			1,480,000			—		—
Intercompany financing activities (2)		(103,794	)		1,450			(439,335	)		537,267			4,412			—		—
Net Cash Provided by (Used in) Financing Activities		(1,583,794	)		1,450			(439,335	)		919,021			1,484,412			—		381,754

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—			—			12,175			(25,459	)		17,572			—		4,288
Net change in cash, cash equivalents and restricted cash		(1,665,710	)		6			(430,557	)		(442,505	)		(1,771,758	)		—		(4,310,524	)
Cash, cash equivalents, and restricted cash - beginning of the period		1,743,412			22			500,725			446,658			3,052,865			—		5,743,682
Cash, cash equivalents, and restricted cash - end of the period	$	77,702		$	28		$	70,168		$	4,153		$	1,281,107		$	—	$	1,433,158

(1)

Represented the amount invested into MD UK.

(2)

Represented the changes in the balances of “due to/due from related parties.” The nature of intercompany transactions is temporary internal financing. The balance of due to/from balance will be settled within the sub-group, such as, among Parent and its subsidiaries and among the VIE and subsidiaries of the VIE when funds are available.

	For the Year Ended December 31, 2021
				MDJH						VIE and its			Other			Effect
	Parent			Hong Kong			WFOE			Subsidiaries			Subsidiaries			Foreign			Consolidated
	(Cayman Islands)			(Hong Kong)			(PRC)			(PRC)			(UK)			Exchange			Totals
Cash Flows from Operating Activities:
Net income (loss)	$	(116,720	)	$	(1,434	)	$	(17,873	)	$	(2,078,678	)	$	(38,061	)	$	—		$	(2,252,766	)
Non cash service fee		—			—			—			—			—			—			—
Other adjustments to reconcile net income (loss) to net cash provided by operating activities		(1,622	)		—			—			1,913,775			(8,070	)		14,402			1,918,485
Net Cash Provided by (Used in) Operating Activities		(118,342	)		(1,434	)		(17,873	)		(164,903	)		(46,131	)		14,402			(334,281	)

Cash Flows from Investing Activities:
Advanced to related parties (1)		(71,035	)		—			—			—			—			—			(71,035	)
Other investing activities		—			—			—			17,680			(556	)		—			17,124
Net Cash Provided by (Used in) Investing Activities		(71,035	)		—			—			17,680			(556	)		—			(53,911	)

Cash Flows from Financing Activities:																				—
Intercompany investment (2)		(3,100,000	)		—			—			—			3,100,000			—			—
Intercompany financing activities (4)		56,278			1,440			3,729			(54,167	)		82			(7,362	)		—
Net Cash Provided by (Used in) Financing Activities		(3,043,722	)		1,440			3,729			(54,167	)		3,100,082			(7,362	)		—

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—			—			14,392			15,402			(530	)		(7,040	)		22,224
Net change in cash, cash equivalents and restricted cash		(3,233,099	)		6			248			(185,988	)		3,052,865			—			(365,968	)
Cash, cash equivalents, and restricted cash - beginning of the period (5)		4,976,511			16			500,477			633,042			—			—			6,110,046
Cash, cash equivalents, and restricted cash - end of the period	$	1,743,412		$	22		$	500,725		$	447,054		$	3,052,865		$	—		$	5,744,078

(1)

Represented the fund advanced for the establishment of new subsidiaries that had not been completed as of December 31, 2021. The formation of these new subsidiaries was completed in 2022, and they are included in the consolidated group in the reporting period in 2022.

(2)

Represented the amount invested into MD UK.

(3)

Represented the amount invested into WFOE, Beijing Mingda Jiahe Technology Development Co., Ltd.

(4)

(5)

$647 was removed from the opening balance in 2021 due to deconsolidation.

Corporate Information

Our principal executive offices are located at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, and our phone number is +44-01337 829 349. We maintain a corporate website at ir.mdjmjh.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

ABOUT THIS OFFERING

Ordinary Shares currently outstanding:		15,620,080 Ordinary Shares

Ordinary Shares offered by the selling shareholders:		Up to 28,356,500 Ordinary Shares consisting of (i) 2,722,224 Ordinary Shares held by the selling shareholders, (ii) up to a maximum of 17,013,900 Ordinary Shares issuable upon the exercise of the Series A Warrants (assuming a Reset Price of $0.216), and (iii) up to a maximum of 8,620,376 Ordinary Shares issuable upon the exercise of the Series B Warrants (assuming a Reset Price of $0.216).

Ordinary Shares to be outstanding assuming the full exercise of the Warrants:		41,254,356 Ordinary Shares

Use of proceeds:		We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares covered by this prospectus will go to the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of the Warrants, to the extent that the Warrants are exercised using cash. We intend to use the proceeds from the exercise of the Warrants using cash for working capital and other general corporate purposes. See “Use of Proceeds.”

Risk factors:		Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 27 of this prospectus, and “Item 3—Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, incorporated by reference herein, and other information included in or incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.

Nasdaq symbol:		Our Ordinary Shares are listed on Nasdaq under the symbol “MDJH.” We do not intend to apply to list the Warrants on any securities exchange or other nationally recognized trading system.

RISK FACTORS

Investing in our securities is highly speculative and involves a significant degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and under the heading “Item 3. Key Information—D. Risk Factors” in the 2023 Annual Report, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act, that are incorporated herein by reference, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.

Risks Relating to Our Ordinary Shares and the Trading Market

Since our chief executive officer owns 66.2% of our Ordinary Shares, he has the ability to elect directors and approve matters requiring shareholder approval by way of ordinary resolution.

Mr. Siping Xu, our Chief Executive Officer and Chairman, is currently the beneficial owner of 10,338,205 Ordinary Shares, or 66.2% of our outstanding Ordinary Shares, which are directly held by MDJH LTD, an entity 100% owned by Mr. Xu. As result, Mr. Xu is able to exert significant voting influence over fundamental and significant corporate matters and transactions. He has the power to elect all directors and approve all matters requiring shareholder approval by ordinary resolution without the votes of any other shareholder. He has significant influence over a decision to enter into any corporate transaction and has the ability to prevent any transaction that requires the approval of shareholders, regardless of whether or not our other shareholders believe that such transaction is in our best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse effect on the market price of our Ordinary Shares or prevent our shareholders from realizing a premium over the then-prevailing market price for their Ordinary Shares.

OFFER STATISTICS AND EXPECTED TIMETABLE

The selling shareholders may, from time to time, offer and sell any or all of their Ordinary Shares in one or more offerings. The Ordinary Shares offered under this prospectus may be offered in amounts, at prices, and on terms to be determined at the time of sale. We will keep the registration statement of which this prospectus is a part effective until such time as all of the Ordinary Shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2024:

●

on an actual basis, totaling 12,874,496 Ordinary Shares;

●

on a pro forma basis, to give effect to the following: (a) the issuance of 23,360 Ordinary Shares to Duncan Murray Campbell pursuant to an Expert Consultant Cooperation Agreement dated August 5, 2024 and (b) the issuance and sale of (i) 2,722,224 Ordinary Shares; (ii) 2,722,224 Ordinary Shares issuable upon the exercise of Series A Warrants which, subject to certain conditions, may be exercisable into a maximum of 17,013,895 Ordinary Shares in accordance with the terms therein and (iv) 0 Ordinary Shares issuable upon the exercise of Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 8,620,376 Ordinary Shares in accordance with the terms therein, pursuant to the Securities Purchase Agreement dated September 11, 2024 for aggregate net proceeds of $2.17 million, after deducting placement agent discounts and commissions and estimated offering expenses payable by us, as if the issuance and sale of the Ordinary Shares and Warrants had occurred on June 30, 2024, but excluding the proceeds, if any, from the exercise of the Series A Warrants and Series B Warrants issued pursuant to the Securities Purchase Agreement; and

●

on a pro forma as adjusted basis to give effect to the full exercise of the Series A Warrants and Series B Warrants and the issuance of Ordinary Shares underlining such Warrants.

You should read this table in conjunction with the section titled “Item 5. Operating and Financial Review and Prospects” of our 2023 Annual Report incorporated by reference herein. You should also read this in conjunction with the item titled “Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2024 and 2023” as filed with the SEC on the Report of Foreign Private Issuer on Form 6-K, filed on September 27, 2024, incorporated by reference herein.

As of June 30, 2024*
U.S. dollars in thousands	Actual			Pro Forma			Pro Forma As Adjusted
Cash and cash equivalent	$	84		$	2,255		$	5,930
Other assets		4,239			4,268		$	4,268
Other liabilities		281			281			281
Warrant liabilities		-			727			-
Shareholders’ equity:
Share capital and premium		8,718			10,188			14,578
Ordinary Shares: 50,000,000 shares authorized, par value: $0.001 per share, 12,874,496 shares issued and outstanding, actual; 15,620,080 shares issued and outstanding, pro forma; and 15,596,720 shares issued and outstanding, pro forma as adjusted		13			16			28
Accumulated deficit		(4,689	)		(4,689	)		(4,689	)
Total shareholders’ equity		4,042			5,515			9,917
Total capitalization**	$	4,323		$	6,523		$	10,198

*	Unaudited.

**	Total capitalization is the sum of liabilities, equity, and warrant liabilities.

DILUTION

Because the selling shareholders who offer and sell Ordinary Shares covered by this prospectus may do so at various times, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions, we have not included in this prospectus information about the dilution (if any) to the public arising from these sales.

USE OF PROCEEDS

We will not receive any proceeds from the sale of any of our Ordinary Shares by the selling shareholders. We have agreed to pay all expenses relating to registering the Ordinary Shares covered by this prospectus. The selling shareholders will pay any brokerage commissions and/or similar charges incurred in connection with the sale of the Ordinary Shares covered hereby. However, we will receive cash proceeds equal to the total exercise price of the Warrants, to the extent that the Warrants are exercised using cash. We intend to use the proceeds from the exercise of the Warrants using cash for working capital and other general corporate purposes.

DESCRIPTION OF SHARE CAPITAL

The following description of our share capital and provisions of our amended and restated memorandum and articles of association are summaries and do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association which are currently effective (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).

We were incorporated as an exempted company with limited liability under the Companies Act (as amended) of the Cayman Islands, or the “Cayman Companies Law,” on January 26, 2018. A Cayman Islands exempted company:

	●	is a company that conducts its business mainly outside the Cayman Islands;

	●	is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands) unless that exempted company holds a license to carry on business in the Cayman Islands under any applicable law;

	●	does not have to hold an annual general meeting;

	●	does not have to make its register of members open to inspection by shareholders of that company;

	●	may obtain an undertaking against the imposition of any future taxation;

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as a limited duration company; and

	●	may register as a segregated portfolio company.

Ordinary Shares

As of the date of this prospectus, our authorized share capital is $50,000 divided into 50,000,000 shares of par value $0.001 each (the “Ordinary Shares”), and there were 15,620,080 Ordinary Shares issued and outstanding. All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form and are issued when registered in our register of members. Each holder of our Ordinary Shares will be entitled to receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.

Subject to the provisions of the Cayman Companies Law and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Law. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

Markets

Our Ordinary Shares have been listed on the Nasdaq Capital Market since January 8, 2019 under the symbol “MDJH.”

Transfer Agent and Registrar

The transfer agent and registrar for our Ordinary Shares is Transhare Corporation, located at Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater, FL 33764.

Dividends

Subject to the provisions of the Cayman Companies Law and any rights attaching to any class or classes of shares under and in accordance with the articles:

(a)

the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

(b)

our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Subject to the requirements of the Cayman Companies Law regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

Voting Rights

Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote per Ordinary Share. On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Variation of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

Alteration of Share Capital

Subject to the Cayman Companies Law, our shareholders may, by ordinary resolution:

	(a)	increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

	(b)	consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

	(c)	convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination;

	(d)	sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

	(e)	cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided.

Subject to the Cayman Companies Law and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce our share capital in any way.

Calls on Shares and Forfeiture

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of 10 percent per annum. The directors may, at their discretion, waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

	(a)	either alone or jointly with any other person, whether or not that other person is a shareholder; and

	(b)	whether or not those monies are presently payable.

At any time the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.

We may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice demanding payment and stating that if the notice is not complied with the shares may be sold has been given (as prescribed by the articles) and, within 14 clear days of the date on which the notice is deemed to be given under the articles, such notice has not been complied with.

Unclaimed Dividend

A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, our Company.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any call, the directors may give to such shareholder not less than 14 clear days’ notice requiring payment and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by us due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice is not complied with, the shares in respect of which the call is made will be liable to be forfeited.

If such notice is not complied with, the directors may, before the payment required by the notice has been received, resolve that any share the subject of that notice be forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before such forfeiture).

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares, together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and when we receive payment in full of the unpaid amount.

A declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making the declaration is a director or secretary and that the particular shares have been forfeited or surrendered on a particular date.

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the shares.

Share Premium Account

The directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Cayman Companies Law.

Redemption and Purchase of Own Shares

Subject to the Cayman Companies Law and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by action of our directors:

	(a)	issue shares that are to be redeemed or liable to be redeemed, at our option or the shareholder holding those redeemable shares, on the terms and in the manner our directors determine before the issue of those shares;

	(b)	with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and

	(c)	purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

We may make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Cayman Companies Law, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares made for the purpose of the redemption.

When making a payment in respect of the redemption or purchase of shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorized by the terms of the allotment of those shares or by the terms applying to those shares, or otherwise by agreement with the shareholder holding those shares.

Transfer of Shares

Provided that a transfer of Ordinary Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq, or in any other form approved by the directors, executed:

	(a)	where the Ordinary Shares are fully paid, by or on behalf of that shareholder; and

	(b)	where the Ordinary Shares are nil or partly paid or so required by the directors, by or on behalf of that shareholder and the transferee.

The transferor shall be deemed to remain the holder of an Ordinary Share until the name of the transferee is entered into the register of members of our Company.

Our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:

	(a)	the instrument of transfer is lodged with our Company, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

	(b)	the instrument of transfer is in respect of only one class of Ordinary Shares;

	(c)	the instrument of transfer is properly stamped, if required;

	(d)	the Ordinary Share transferred is fully paid and free of any lien in favor of us;

	(e)	any fee related to the transfer has been paid to us; and

	(f)	the transfer is not to more than four joint holders.

If our directors refuse to register a transfer, they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

This, however, is unlikely to affect market transactions of the Ordinary Shares purchased by investors in a public offering. Since our Ordinary Shares are listed on the Nasdaq Capital Market, the legal title to such Ordinary Shares and the registration details of those Ordinary Shares in our register of members remain with DTC/Cede & Co. All market transactions with respect to those Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

The registration of transfers may on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine. The registration of transfers, however, may not be suspended, and the register may not be closed, for more than 30 days in any year.

Inspection of Books and Records

Holders of our Ordinary Shares will have no general right under the Cayman Companies Law to inspect or obtain copies of our register of members or our corporate records (except for memorandum and articles of association and special resolution where no articles of association have been registered).

General Meetings

As a Cayman Islands exempted company, we are not obligated by the Cayman Companies Law to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than ten percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting for a date not later than 21 clear days’ after the date of receipt of the written requisition, those shareholders who requested the meeting may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us.

At least 14 clear days’ notice of an extraordinary general meeting and 21 clear days’ notice of an annual general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting, if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting, and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors.

Subject to the Cayman Companies Law and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at that general meeting, a general meeting may be convened on shorter notice.

The presence of one third of the shareholders, whether in person or represented by proxy, shall constitute a quorum at a general meeting.

If, within 15 minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any other case it shall stand adjourned to the same time and place seven days or to such other time or place as is determined by the directors.

The chairman may, with the consent of the shareholders constituting a quorum, adjourn the meeting. When a meeting is adjourned for more than seven clear days, notice of the adjourned meeting shall be given in accordance with the articles.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or by at least two shareholders having the right to vote on the resolutions or one or more shareholders present who together hold not less than ten percent of the voting rights of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

Directors

We may by ordinary resolution, from time to time, fix the maximum and minimum number of directors to be appointed. Under the Articles, we are required to have a minimum of one director and the maximum number of directors shall be unlimited.

A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

Unless the remuneration of the directors is determined by the shareholders by ordinary resolution, the directors shall be entitled to such remuneration as the directors may determine.

The shareholding qualification for directors may be fixed by our shareholders by ordinary resolution and unless and until so fixed no share qualification shall be required.

Unless removed or re-appointed, each director shall be appointed for a term expiring at the next-following annual general meeting, if one is held. At any annual general meeting held, our directors will be elected by an ordinary resolution of our shareholders. At each annual general meeting, each director so elected shall hold office for a one-year term and until the election of their respective successors in office or removed.

A director may be removed by ordinary resolution.

A director may at any time resign or retire from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.

Subject to the provisions of the articles, the office of a director may be terminated forthwith if:

(a)

he is prohibited by the law of the Cayman Islands from acting as a director;

(b)

he is made bankrupt or makes an arrangement or composition with his creditors generally;

(c)

he resigns his office by notice to us;

(d)

he only held office as a director for a fixed term and such term expires;

(e)

in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director;

(f)

he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director);

(g)

he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

(h)

without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.

Powers and Duties of Directors

Subject to the provisions of the Cayman Companies Law and our memorandum and articles, our business shall be managed by the directors, who may exercise all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our memorandum or articles. To the extent allowed by the Cayman Companies Law, however, shareholders may by special resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

The directors may delegate any of their powers to any committee consisting of one or more persons who need not be shareholders and may include non-directors so long as the majority of those persons are directors; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.

The board of directors may establish any local or divisional board of directors or agency and delegate to it its powers and authorities (with power to sub-delegate) for managing any of our affairs whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional board of directors, or to be managers or agents, and may fix their remuneration.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, either generally or in respect of any specific matter, to be our agent with or without authority for that person to delegate all or any of that person’s powers.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, whether nominated directly or indirectly by the directors, to be our attorney or our authorized signatory and for such period and subject to such conditions as they may think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under the articles.

The board of directors may remove any person so appointed and may revoke or vary the delegation.

The directors may exercise all of our powers to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital or any part thereof, to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of ours or our parent undertaking (if any) or any subsidiary undertaking of us or of any third party.

A director shall not, as a director, vote in respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise than by virtue of his interests, direct or indirect, in shares or debentures or other securities of, or otherwise in or through, us) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:

(a)

the giving of any security, guarantee or indemnity in respect of:

	(i)	money lent or obligations incurred by him or by any other person for our benefit or any of our subsidiaries; or

	(ii)	a debt or obligation of ours or any of our subsidiaries for which the director himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

	(b)	where we or any of our subsidiaries is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to or may participate;

	(c)	any contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him) does not to his knowledge hold an interest representing one percent or more of any class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to shareholders of the relevant body corporate;

	(d)	any act or thing done or to be done in respect of any arrangement for the benefit of the employees of us or any of our subsidiaries under which he is not accorded as a director any privilege or advantage not generally accorded to the employees to whom such arrangement relates; or

	(e)	any matter connected with the purchase or maintenance for any director of insurance against any liability or (to the extent permitted by the Cayman Companies Law) indemnities in favor of directors, the funding of expenditure by one or more directors in defending proceedings against him or them or the doing of anything to enable such director or directors to avoid incurring such expenditure.

A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or as described above.

Capitalization of Profits

The directors may resolve to capitalize:

	(a)	any part of our profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

	(b)	any sum standing to the credit of our share premium account or capital redemption reserve, if any.

The amount resolved to be capitalized must be appropriated to the shareholders who would have been entitled to it had it been distributed by way of dividend and in the same proportions.

Liquidation Rights

If we are wound up, the shareholders may, subject to the articles and any other sanction required by the Cayman Companies Law, pass a special resolution allowing the liquidator to do either or both of the following:

	(a)	to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

	(b)	to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Register of Members

Under the Cayman Companies Law, we must keep a register of members and there should be entered therein:

	●	the names and addresses of the members of the company, a statement of the shares held by each member, which: distinguishes each share by its number (so long as the share has a number); confirms the amount paid, or agreed to be considered as paid, on the shares of each member; confirms the number and category of shares held by each member; and confirms whether each relevant category of shares held by a member carries voting rights under the Articles, and if so, whether such voting rights are conditional;

	●	the date on which the name of any person was entered on the register as a member; and

	●	the date on which any person ceased to be a member.

For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

Under the Cayman Companies Law, the register of members of our Company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter of the Cayman Companies Law to have legal title to the shares as set against its name in the register of members. Upon the completion of this offering, the register of members will be immediately updated to record and give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved (or any shareholder of our Company or our Company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Preferred Shares

Our articles of association allow, if the share capital is divided into different classes, our board of directors a broad discretion from time to time to issue shares with or without preferred, deferred, or other special rights or restrictions, whether in regard to dividend, voting, return of capital, or otherwise.

Our board of directors may issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available.

Upon issuance, the preferred shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds.

Any preferred share terms selected by the board of directors could decrease the amount of earnings and assets available for distribution to holders of our Ordinary Shares or adversely affect the rights and power, including voting rights, of the holders of our Ordinary Shares without any further vote or action by the shareholders. The rights of holders of our Ordinary Shares will be subject to, and may be adversely affected by, the rights of the holders of any preferred shares that may be issued by us in the future. The issuance of preferred shares could also have the effect of delaying or preventing a change in control of our company or make removal of management more difficult.

Differences in Corporate Law

The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Law and the current Companies Act of England and Wales. In addition, the Cayman Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Law applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

Mergers and Similar Arrangements

The Cayman Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property, and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company, and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that subsidiary if a copy of the plan of merger is given to every member of that subsidiary to be merged unless that shareholder agrees otherwise. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

(a)

the statutory provisions as to the required majority vote have been met;

(b)

the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

(c)

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

(d)

the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Law.

When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

(a)

an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;

(b)

an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and

(c)

an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.

Indemnification of Directors and Executive Officers and Limitation of Liability

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles provide to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a)

all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by the existing or former director (including alternate director), secretary, or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities, or discretions; and

(b)

without limitation to paragraph (a) above, all costs, expenses, losses, or liabilities incurred by the existing or former director (including alternate director), secretary, or officer in defending (whether successfully or otherwise) any civil, criminal, administrative, or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary, or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan, or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary, or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary, or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary, or that officer for those legal costs.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our articles.

Anti-Takeover Provisions in Our Articles

Some provisions of our articles may discourage, delay, or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders.

Under the Cayman Companies Law, our directors may only exercise the rights and powers granted to them under our articles for what they believe in good faith to be in the best interests of our company and for a proper purpose.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer, or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Law imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future, and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care, and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care, and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our articles, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Cayman Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles provide that general meetings shall be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than 10 percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles of association, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting for a date not later than 21 clear days’ after the date of receipt of the written requisition, those shareholders who requested the meeting may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us. Our articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our corporate governance guidelines require us to call such meetings every year.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under the Cayman Companies Law, our articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to the provisions of our articles (which include the removal of a director by ordinary resolution), the office of a director may be terminated forthwith if (a) he is prohibited by the laws of the Cayman Islands from acting as a director, (b) he is made bankrupt or makes an arrangement or composition with his creditors generally, (c) he resigns his office by notice to us, (d) he only held office as a director for a fixed term and such term expires, (e) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director, (f) he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director), (g) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise, or (h) without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

The Cayman Companies Law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although the Cayman Companies Law does not regulate transactions between a company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.

Under the Cayman Companies Law and our articles, the Company may be wound up by a special resolution of our shareholders, or if the winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under the Cayman Companies Law and our articles, if our share capital is divided into more than one class of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under the Cayman Companies Law, our articles may only be amended by special resolution of our shareholders.

Anti-money Laundering—Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we may be required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct or money laundering or (ii) to a constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection in the Cayman Islands – Privacy Notice

This privacy notice explains the manner in which we collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act (as amended) of the Cayman Islands, and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us.

By virtue of your investment in the Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

Your personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the content.

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

History of Share Capital

The following is a summary of our share capital for the three years preceding the date of this prospectus.

Share Issuances under the 2024 Equity Incentive Plan (the “Plan”)

On May 31, 2024, we issued an aggregate of 1,175,920 Ordinary Shares to 13 executive officers, directors, and employees of the Company under the Plan.

September 2024 PIPE Transaction

On September 18, 2024, we completed a private placement with the Investors (the “PIPE Transaction”), who are also the selling shareholders described in this prospectus, wherein a total of 2,722,224 units (the “Offered Securities”) were issued at an offering price of $0.90 per unit, for a total purchase price of approximately $2.45 million (the “Offering”). Each unit includes one Ordinary Share, one Series A Warrant to purchase one Ordinary Share at an exercise price of $1.35 per share, and one Series B Warrant to purchase such number of Ordinary Shares as shall be determined on the Reset Date, as defined therein. The Company received net cash proceeds of approximately $2.17 million (after deducting the placement agent fee and expenses of the Offering).

SELLING SHAREHOLDERS

On September 11, 2024, we entered into a definitive Securities Purchase Agreement with the selling shareholders, providing for the issuance, in a private placement, of the Offered Securities. The PIPE Transaction closed on September 18, 2024 (the “Closing Date”).

The Warrants are immediately exercisable on the date of issuance, expire on the three year and six month anniversary of the date of issuance, and have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed to be a dilutive issuance and a reset on the Reset Date, in which case the Warrants will be subject to a floor price of $0.216 per share, as set forth in the Warrants.

The Series A Warrants have an initial exercise price of $1.35 per whole Ordinary Share and the Series B Warrants have an initial exercise price of $0.001 per whole Ordinary Share. The exercise price and number of Ordinary Shares issuable under the Series A Warrants are subject to adjustment, and the number of Ordinary Shares issuable under the Series B Warrant will be determined following the Reset Date, which is the earliest to occur of: (A) the first trading day after the date on which for 10 consecutive trading days all registrable securities have become registered pursuant to an effective registration statement that is available for the resale of all registrable securities, or (B) the first trading day after the date on which the selling shareholder, for 10 consecutive trading days, can sell all registrable securities pursuant to Rule 144 without restriction or limitation. In the event that either of the conditions in (A) or (B) has not occurred, “Reset Date” means the 11th trading day after 12 months and 30 trading days immediately following the warrant issuance date.

In connection with the Securities Purchase Agreement and pursuant to a registration rights agreement between the Company and the selling shareholders dated September 11, 2024 (the “Registration Rights Agreement”), we agreed to file the registration statement of which this prospectus forms a part, within 30 days after the Closing Date, to register the resale of (i) the purchased Ordinary Shares issued (the “Purchased Shares”), (ii) the warrant shares issued or issuable upon exercise of the Warrants (the “Warrant Shares”), and (iii) any capital shares of the Company issued or issuable with respect to the Purchased Shares, the Warrant Shares, or the Warrants, in each case as a result of any share split, dividend, recapitalization, exchange, or similar event or otherwise, without regard to any limitations on the exercise of the Warrants. We have also agreed to cause such registration statement to be declared effective by the earlier of (x) (i) in the event that the registration statement is not subject to a full review by the SEC, 50 calendar days after the Closing Date or (ii) in the event that the registration statement is subject to a full review by the SEC or in the event that the Company is notified by the SEC to refile the registration statement, 70 calendar days after the Closing Date and (y) the fifth business day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review. If the registration statement is not declared effective by the SEC by the resale effectiveness date described above, subject to certain permitted exceptions, we will be required to pay liquidated damages to the selling shareholders.

The Ordinary Shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the Warrants, pursuant to the Securities Purchase Agreement in the PIPE Transaction. We are registering the Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares and the Warrants, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling shareholders. The second column lists the number of Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the Ordinary Shares and the Warrants issued in the PIPE Transaction, as of October 17, 2024, assuming exercise of the Warrants held by the selling shareholders on that date, without regard to any limitations on exercises.

The fourth column lists the Ordinary Shares being offered by this prospectus by the selling shareholders.

In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of at least the sum of (i) the maximum number of Ordinary Shares issued and (ii) the maximum number of Ordinary Shares issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date the registration statement of which this prospectus forms a part was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the Ordinary Shares offered by the selling shareholders pursuant to this prospectus.

The selling shareholders may sell all, some, or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder	Number of Ordinary Shares Beneficially Owned Prior to Offering (1)		Percentage of Ordinary Shares Owned Before the Offering			Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus		Ordinary Shares Owned Immediately After Sale of Maximum Number of Shares in this Offering		Percentage of Ordinary Shares Owned After the Offering
Alta Partners, LLC ⁽²⁾		555,556		3.43	%		2,893,521		-		-
ALTIUM GROWTH FUND, LP ⁽³⁾		555,556		3.43	%		2,893,521		-		-
Anson Investments Master Fund LP ⁽⁴⁾		611,112		3.77	%		3,182,875		-		-
ALTO OPPORTUNITY MASTER FUND SPC – SEGREGATED MASTER PORTFOLIO B ⁽⁵⁾		666,666		4.09	%		3,472,219		-		-
BMEN TRADING LLC⁽⁶⁾		444,444		2.77	%		2,314,813		-		-
Bigger Capital Fund, LP⁽⁷⁾		666,666		4.09	%		3,472,219		-		-
FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC⁽⁸⁾		555,556		3.43	%		2,893,521		-		-
INTRACOASTAL CAPITAL, LLC⁽⁹⁾		333,334		2.09	%		1,736,115		-		-
L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND⁽¹⁰⁾		444,446		2.77	%		2,314,823		-		-
OBSIDIAN STRATEGIC FUND LLC⁽¹¹⁾		333,334		2.09	%		1,736,115		-		-
SHN FINANCIAL INVESTMENTS LTD. ⁽¹²⁾		166,666		1.06	%		868,052		-		-
ORCA CAPITAL⁽¹³⁾		111,112		0.71	%		578,708		-		-

(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to warrants currently exercisable or exercisable within 60 days of this prospectus are counted as outstanding for computing the percentage of each of the selling shareholders holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling shareholders. Percentage of shares beneficially owned is based on 15,620,080 Ordinary Shares outstanding as of the date of this prospectus.
(2)	Holds the following securities issued in the PIPE Transaction: (i) 277,778 Ordinary Shares; (ii) 277,778 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,736,113 Ordinary Shares; and (iii) initially, 0 Ordinary Shares are issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 879,630 Ordinary Shares. Steven Cohen holds voting and dispositive power over the reported securities held by Alta Partners, LLC. The business address of Alta Partners, LLC is 1205 Franklin Avenue Suite 320, Garden City, NY11530.
(3)	Holds the following securities issued in the PIPE Transaction: (i) 277,778 Ordinary Shares; (ii) 277,778 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,736,113 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 879,630 Ordinary Shares. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these securities. The principal address of Altium Capital Management, LP is 152 West 57th Street, 20th Floor, New York, NY 10019.

(4)	Holds the following securities issued in the PIPE Transaction: (i) 305,556 Ordinary Shares; (ii) 305,556 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,909,725 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 967,594 Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by Anson. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam, and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(5)	Holds the following securities issued in the PIPE Transaction: (i) 333,333 Ordinary Shares; (ii) 333,333 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 2,083,331 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 1,055,555 Ordinary Shares. The address of the selling shareholder is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares.
(6)	Holds the following securities issued in the PIPE Transaction: (i) 222,222 Ordinary Shares; (ii) 222,222 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,388,888 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 703,703 Ordinary Shares. Richard Ringel holds voting and dispositive power over the reported securities held by BMEN TRADING LLC. The business address of BMEN TRADING LLC is 101 E Camino Real APT #913, Boca Raton, FL 33432.
(7)	Holds the following securities issued in the PIPE Transaction: (i) 333,333 Ordinary Shares; (ii) 333,333 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 2,083,331 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 1,055,555 Ordinary Shares. Michael Bigger is the control person of Bigger Capital Fund, LP. The address of Bigger Capital Fund, LP is 11700 W Charleston Blvd 170-659, Las Vegas, NV 89135.
(8)	Holds the following securities issued in the PIPE Transaction: (i) 277,778 Ordinary Shares; (ii) 277,778 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,736,113 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 879,630 Ordinary Shares. Eli Fireman is the control person of Firstfire Global Opportunities Fund, LLC. The address of Firstfire Global Opportunities Fund, LLC is 1040 1st Ave, New York, NY 10022.
(9)	Holds the following securities issued in the PIPE Transaction: (i) 166,667 Ordinary Shares; (ii) 166,667 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,041,669 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 527,779 Ordinary Shares. Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal. The address of Intracoastal Capital, LLC is 245 Palm Trail, Delray Beach, FL 33483.
(10)	Holds the following securities issued in the PIPE Transaction: (i) 222,223 Ordinary Shares; (ii) 222,223 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,388,894 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 703,706 Ordinary Shares. David Feldman and Joel Arber hold voting and dispositive power over the reported securities held by L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND. The business address of L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND is 161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman KY1-1001, Cayman Islands.

(11)	Holds the following securities issued in the PIPE Transaction: (i) 166,667 Ordinary Shares; (ii) 166,667 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 1,041,669 Ordinary Shares; and (iii) 0 initially, Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 527,779 Ordinary Shares. Ari Morris is the control person of Obsidian Strategic Fund LLC. The address of Obsidian Strategic Fund LLC is 108-22 72nd Avenue, Forest Hills, NY 11375.
(12)	Holds the following securities issued in the PIPE Transaction: (i) 83,333 Ordinary Shares; (ii) 83,333 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 520,831 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 263,888 Ordinary Shares. Mr. Hadar Shamir and Mr. Nir Shamir are deemed to beneficially own such securities and are the control persons for SHN Financial Investments Ltd. The address for SHN Financial Investments Ltd is 3 Arik Einstein Street, Herziliya 4610301, Israel.
(13)	Holds the following securities issued in the PIPE Transaction: (i) 55,556 Ordinary Shares; (ii) 55,556 Ordinary Shares issuable upon the exercise of the Series A Warrants, which, subject to certain conditions, may be exercisable into a maximum of 347,225 Ordinary Shares; and (iii) initially, 0 Ordinary Shares issuable upon the exercise of the Series B Warrants, but such Series B Warrants, subject to certain conditions, may be exercisable into a maximum of 175,927 Ordinary Shares. Thomas Koenig is deemed to beneficially own such securities and is the control person of Orca Capital. The address of Orca Capital is Schillerring 29, 85276 Pfaffenhofen/Ilm (CIBC World Markets, Attn. Abid Patel, 199 Bay Street Commerce Court West B2 Level, Toronto ON M5L 1G9).

PLAN OF DISTRIBUTION

We are registering the Ordinary Shares previously issued and issuable upon exercise of the Warrants to permit the resale of these Ordinary Shares by the holders thereof and Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the Ordinary Shares. All net proceeds from the sale of the Ordinary Shares covered by this prospectus will go to the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of the Warrants, to the extent that the Warrants are exercised using cash. We will bear all fees and expenses incident to our obligation to register the Ordinary Shares.

The selling shareholders may sell all or a portion of the Ordinary Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers, or agents. If the Ordinary Shares are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Ordinary Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

● in the over-the-counter market;

● in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

● through the writing of options, whether such options are listed on an options exchange or otherwise;

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● short sales;

● sales pursuant to Rule 144;

● broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

● a combination of any such methods of sale; and

● any other method permitted pursuant to applicable law.

If the selling shareholders effect such transactions by selling Ordinary Shares to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling shareholders or commissions from purchasers of the Ordinary Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Ordinary Shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which broker-dealers may in turn engage in short sales of the Ordinary Shares in the course of hedging in positions they assume. The selling shareholders may also sell Ordinary Shares short and Ordinary Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge Ordinary Shares to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the Warrants or Ordinary Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Ordinary Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee, or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the Ordinary Shares in other circumstances, in which case, the transferees, donees, pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholders and any broker-dealer participating in the distribution of the Ordinary Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Ordinary Shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Ordinary Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the Ordinary Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Ordinary Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the Ordinary Shares registered pursuant to the registration statement, of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Ordinary Shares by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Ordinary Shares to engage in market-making activities with respect to the Ordinary Shares. All of the foregoing may affect the marketability of the Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect to the Ordinary Shares.

Once sold under the registration statement, of which this prospectus forms a part, the Ordinary Shares will be freely tradable in the hands of persons other than our affiliates.

TAXATION

Material income tax consequences relating to the purchase, ownership, and disposition of the securities offered by this prospectus are set forth in “Item 10. Additional Information—E. Taxation” in the 2023 Annual Report, which is incorporated herein by reference, as updated by our subsequent filings under the Exchange Act that are incorporated by reference and, if applicable, in any accompanying prospectus supplement or relevant free writing prospectus.

EXPENSES

The following is a statement of the expenses to be incurred by us in connection with the registration of the securities under this registration statement, all of which will be paid by us. All amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	2,344.35
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Miscellaneous expenses	$	*
Total	$	2,344.35

*	To be provided by a prospectus supplement or as an exhibit to a report of foreign private issuer on Form 6-K that is incorporated by reference into this registration statement. Estimated solely for this item. Actual expenses may vary.

MATERIAL CONTRACTS

Our material contracts are described in the documents incorporated by reference into this prospectus. See “Incorporation of Documents by Reference” below.

MATERIAL CHANGES

Except as otherwise described in the 2023 Annual Report, in our reports of foreign issuer on Form 6-K filed or submitted under the Exchange Act and incorporated by reference herein, and as disclosed in this prospectus or the applicable prospectus supplement, no reportable material changes have occurred since December 31, 2023.

LEGAL MATTERS

We are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters of U.S. federal securities and New York State law. The validity of the securities offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by BGA Law (Cayman) Limited, our counsel as to Cayman Islands law. Legal matters as to PRC law will be passed upon for us by Beijing ANLI (Tianjin) Partners. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers, or agents, such counsel will be named in the applicable prospectus supplement relating to any such offering.

EXPERTS

The consolidated financial statements of MDJM LTD and Subsidiaries appearing in our Annual Report on Form 20-F for the year ended December 31, 2023 have been audited by RBSM LLP, an independent registered public accounting firm, as set forth in their report thereon, and as incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The office of RBSM LLP is located at 805 Third Avenue, Suite 1430, New York, NY 10022.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus certain information we file with the SEC. This means that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We hereby incorporate by reference into this prospectus the following documents:

	(1)	our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 29, 2024;

	(2)	our unaudited condensed consolidated financial statements for the six months ended June 30, 2024 and 2023 on Form 6-K, filed with the SEC on September 27, 2024;

	(3)	our reports of foreign private issuer on Form 6-K filed with the SEC on September 19, 2024 and September 17, 2024;

	(4)	the description of our Ordinary Shares contained in our registration statement on Form 8-A, filed with the SEC on December 18, 2018, and any amendment or report filed for the purpose of updating such description;

	(5)	any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus; and

	(6)	any future reports of foreign private issuer on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference into the registration statement of which this prospectus forms a part.

The 2023 Annual Report contains a description of our business and audited consolidated financial statements with a report by our independent auditors. These statements were prepared in accordance with U.S. GAAP.

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those document unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

MDJM LTD

Fernie Castle, Letham

Cupar, Fife, KY15 7RU

United Kingdom

+44-01337 829 349

You should rely only on the information that we incorporate by reference or provide in this prospectus. We have not authorized anyone to provide you with different information. We are not making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated in this prospectus by reference is accurate as of any date other than the date of the document containing the information.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference to the actual document.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected over the Internet at the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws that provide significantly less protection to investors as compared to the securities laws of the United States. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside of the U.S. In addition, five out of our six directors and officers, namely Siping Xu, Mengnan Wang, Liang Zhang, Zhenlei Hu, and Wei Guan, reside in the PRC. All or a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these five directors and officers, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our directors and officers that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China” In the 2023 Annual Report.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

BGA Law (Cayman) Limited, our counsel with respect to the laws of the Cayman Islands, and Beijing ANLI (Tianjin) Partners, our counsel with respect to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

BGA Law (Cayman) Limited has further advised us that there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Our counsel with respect to the laws of the Cayman Islands has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.

Beijing ANLI (Tianjin) Partners has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. There are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments. Beijing ANLI (Tianjin) Partners has further advised us that under PRC law, PRC courts will not enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates the basic principles of PRC law or national sovereignty, security or public interest, thus making the recognition and enforcement of a U.S. court judgment in China difficult. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—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 this annual report based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China” in the 2023 Annual Report.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

The Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide that, to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a)

all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by the existing or former director (including alternate director), secretary, or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director)’s, secretary’s, or officer’s duties, powers, authorities or discretions; and

(b)

without limitation to paragraph (a) above, all costs, expenses, losses, or liabilities incurred by the existing or former director (including alternate director), secretary, or officer in defending (whether successfully or otherwise) any civil, criminal, administrative, or investigative proceedings (whether threatened, pending, or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary, or officer, however, shall be indemnified in respect of any matter arising out of his or her own dishonesty.

To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing secretary, or any of our officers in respect of any matter identified in above on condition that the secretary, or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.

Item 9. Exhibits

Exhibit No.		Description
4.1		Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to Form 6-K (File No. 001-38768) filed on September 19, 2024)
4.2		Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to Form 6-K (File No. 001-38768) filed on September 19, 2024)
5.1*		Opinion of BGA Law (Cayman) Limited
23.1*		Consent of RBSM LLP
23.2*		Consent of BGA Law (Cayman) Limited (included in Exhibit 5.1)
23.3*		Consent of Beijing ANLI (Tianjin) Partners
24.1*		Powers of Attorney (included on signature page)
107*		Filing Fee Table

*	Filed herewith.

Item 10 Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

II-1

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(5)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupar, United Kingdom, on October 17, 2024.

MDJM LTD

By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chief Executive Officer, Chairman of the Board of Directors, and Director

Powers of Attorney

Each person whose signature appears below hereby constitutes and appoints Siping Xu and Mengnan Wang, and each of them, individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ Siping Xu	Chief Executive Officer, Chairman of the Board of Directors, and Director	October 17, 2024
Siping Xu	(Principal Executive Officer)

/s/ Mengnan Wang	Chief Financial Officer	October 17, 2024
Mengnan Wang	(Principal Accounting and Financial Officer)

/s/ Liang Zhang	Director	October 17, 2024
Liang Zhang

/s/ Zhenlei Hu	Director	October 17, 2024
Zhenlei Hu

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of MDJM LTD, has signed this registration statement thereto in New York, NY on October 17, 2024.

	Cogency Global Inc.
	Authorized U.S. Representative

	By:	/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Senior Vice President on behalf of Cogency Global Inc.

Exhibit 5.1

BGA Law (Cayman) Limited

c/o 3-212 Governors Square

23 Lime Tree Bay Avenue

P.O. Box 30746

Seven Mile Beach

Grand Cayman KY1-1203

Cayman Islands

www.boldergroup.com

17 October 2024

Our Ref: SUCKOO – JB2836

MDJM LTD

4^thFloor, Harbour Place

103 South Church Street

P.O. Box 10240

Grand Cayman, KY1-1002, Cayman Islands

Dear Sir or Madam,

MDJM LTD (the Company)

We have acted as counsel as to Cayman Islands law to the Company in connection with the Registration Statement on Form F-3, including all amendments or supplements thereto (the Registration Statement), filed with the U.S. Securities and Exchange Commission (the Commission) pursuant to the U.S. Securities Act of 1933 (as amended) (the Securities Act), relating to up to 28,356,500 shares in the capital of the Company of par value US$0.001 each, consisting of (i) 2,722,224 shares (the Shares), (ii) up to a maximum of 17,013,900 shares (the Series A Warrant Shares) issuable upon the exercise of series A warrants, and (iii) up to a maximum of 8,620,376 shares (the Series B Warrant Shares, together with the Shares and the Series A Warrant Shares, the Ordinary Shares) issuable upon the exercise of the series B warrants pursuant to the Securities Purchase Agreement by and among the Company and non-affiliated investors dated 11 September 2024 (the SPA).

We are furnishing this opinion and consent as Exhibits 5.1 and 23.2 to the Registration Statement.

We based our opinion on the Companies Act (as amended) of the Cayman Islands (the Companies Act) currently in force. For the purpose of this opinion, we have examined the documents listed in Schedule 1.

We have relied on the assumptions set out in Schedule 2, which we have not independently verified.

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, we give the following opinions under the laws of the Cayman Islands:

1.	The Company is an exempted company duly incorporated with limited liability, validly existing, and in good standing under the laws of the Cayman Islands.

The issue and allotment of Ordinary Shares have been duly authorised. When allotted, issued and fully paid for as contemplated in the Registration Statement and the Memorandum and Articles (as defined in Schedule 1) and when appropriate entries have been made in the register of members of the Company, the Ordinary Shares will be validly issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission thereunder.

This opinion is strictly limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the documents listed in Schedule 1 or any agreement setting forth the terms and provisions applicable to each award granted under the SPA, and express no opinion or observation upon the terms of any such document.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully

/s/ BGA Law (Cayman) Limited

BGA Law (Cayman) Limited

Schedule 1

Documents Examined

1.	A copy of the certificate of incorporation of the Company dated 26 January 2018.

2.	A copy of the certificate of incorporation on change of name of the Company dated 7 May 2018.

3.	Copies of the amended and restated memorandum and articles of association adopted by special resolution dated 20 September 2018 (the *Memorandum and Articles*).

4.	Copies of the register of directors of the Company provided by the Company to us on 14 March 2024.

5.	A copy of the certificate of good standing dated 12 September 2024 in respect of the Company issued by the Registrar of Companies in the Cayman Islands (the *Registrar*).

6.	A copy of executed written resolutions of the board of directors of the Company dated 11 September 2024.

	(the above as *Company Records*).

7.	A copy of the certificate as to certain matters of fact signed by a director of the Company in the form annexed hereto (the *Director’s Certificate*).

8.	The Registration Statement.

The SPA.

Schedule 2

Assumptions

All original documents examined in connection with this opinion are authentic. All signatures, initials and seals are genuine and are those of the persons authorised or granted power to sign and/or execute such documents. Copies of documents, conformed copies or drafts of documents provided to us are true, correct and complete copies of, or in the final forms of, the originals, and the final drafts or executed copies conform in every material respect to the latest drafts of the same produced to us.

2.	There are no other resolutions, agreements, documents or arrangements otherwise than what we have examined as listed in Schedule 1 that would affect, amend or vary the transactions envisaged the Registration Statement or affect our opinion in any way.

3.	No monies paid to or for the account of the Ordinary Shares represent or will represent proceeds of criminal conduct or criminal property (as defined in the Proceeds of Crime Act (as amended) or terrorist property (as defined in the Terrorism Act (as amended).

4.	No matters under any law (other than the laws of the Cayman Islands) would or might affect the opinions set out above. Specifically, we have made no independent investigation of such laws.

5.	The information contained in the Director’s Certificate is accurate, correct and complete as at the date of this opinion which cannot be separately and independently investigated or verified by us.

6.	At the time of the issuance of any Ordinary Shares (the *Issuance*),

(a)

the laws of the Cayman Islands (including the Companies Act) will not have changed in such a way as to materially impact the Issuance;

(b)

the Company will not have been struck off or placed in liquidation;

(c)

the Ordinary Shares will be fully paid;

(d)

the issue price for the Ordinary Shares will not be less than the par value of such ordinary shares; and

(e)

the provisions of the Memorandum and Articles relating to the Issuance will not have been altered, amended or restated.

Schedule 3

Qualifications

1.	To maintain the Company in good standing with the Registrar under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar within the timeframe prescribed by the Companies Act.

Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

In this opinion the phrase “non-assessable” means, with respect to the issuance of shares that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contribution to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance, in which a court may be prepared to pierce or lift the corporate veil.

A restrictions notice may be issued by the corporate services provider of the Company in the event of the Company’s failure or disclose beneficial ownership information as required by the Companies Act. Upon issuance of such notice, in respect of the interests affected and amongst others, any transfer or agreement to transfer such interest may be void and the rights attached thereto may not be exercisable.

5.	We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration Statement.

6.	We express no view as to the commercial terms of the Registration Statement or whether such terms represent the intentions of the parties and make no comment with regard to the warranties or representations that may be made by the Company.

7.	We have not made any enquiry and express no opinion as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (as amended).

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated April 29, 2024, with respect to our audits of the consolidated financial statements of MDJM Ltd and Subsidiaries as December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and the related notes, appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

We also consent to the reference to our Firm under the caption “Experts” appearing in such Registration Statement.

/s/ RBSM LLP

New York, NY

October 17, 2024

Exhibit 23.3

Date: October 17, 2024

To: MDJM LID

Dear Mesdames/Sirs,

We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the registration statement of MDJM LTD (the “Company”) on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date thereof under the Securities Exchange Act of 1934, as amended. We also consent to the filing with the SEC of this consent letter as an exhibit to the Registration Statement.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, or under the U.S. Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

Sincerely yours,

/s/ Juxiang Qin
Juxiang Qin

Attorney at Law

Beijing ANLI (Tianjin) Partners

Calculation of Filing Fee Tables

F-3

(Form Type)

MDJM LTD

(Exact name of Registrant as specified in its charter)

Table 1: Newly Registered Securities

Fee

Proposed

Calculation

Maximum

Security

or Carry

Offering

Aggregate

Amount of

Security

Class

Forward

Amount

Price Per

Offering

Registration

Type

Title

Rule

Registered⁽¹⁾

Unit

Price

Fee Rate

Fee

Fees to Be Paid

Equity

Ordinary Shares, par value $0.001 per share ⁽²⁾

Rule 457(c)

28,356,500

$0.54

⁽³⁾

15,312,510

0.00015310

2,344.35

Total Offering Amounts

15,312,510

2,344.35

Total Fees Previously Paid

Total Fee Offset

Net Fee Due

2,344.35

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.

(2)	As described in greater detail in the prospectus contained in this registration statement, the ordinary shares to be offered for resale by selling shareholders include an aggregate of 28,356,500 ordinary shares.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act, based upon the average of the high ($0.55) and low ($0.53) prices of the ordinary shares as reported on the Nasdaq Capital Market on October 15, 2024, which is a date within five business days prior to the filing date of this registration statement.