As filed with the Securities and Exchange Commission on July 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

––––––––––––––––––––––––––––––––––––––––––––––––––––––

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

––––––––––––––––––––––––––––––––––––––––––––––––––––––

AIOS Tech Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

––––––––––––––––––––––––––––––––––––––––––––––––––––––

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

Room 407, Tower 2, Harbour Centre,

8 Hok Cheung Street, Hunghom,

Kowloon, Hong Kong

+852-400-6037-555

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

––––––––––––––––––––––––––––––––––––––––––––––––––––––

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

––––––––––––––––––––––––––––––––––––––––––––––––––––––

Copies to:

Henry Yin, Esq.

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR

(852) 3923-1111

Hermione Krumm, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4000

––––––––––––––––––––––––––––––––––––––––––––––––––––––

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement

If the 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. ☒

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 Securities and Exchange 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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
FORWARD-LOOKING STATEMENTS		4
IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUER		5
RISK FACTORS		6
THE OFFERING		8
USE OF PROCEEDS		9
DESCRIPTION OF SHARE CAPITAL		10
SELLING SHAREHOLDERS		18
PLAN OF DISTRIBUTION		21
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		23
ENFORCEABILITY OF CIVIL LIABILITY		28
LEGAL MATTERS		29
EXPERTS		29
WHERE YOU CAN FIND MORE INFORMATION		29
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		30

Class A Common Shares offered by us		None

Class A Common Shares offered by the Selling Shareholders		Up to 9,000,000 Class A Common Shares (including up to 6,000,000 Class A Common Shares upon exercise of the Warrants)

Common Shares outstanding before this offering		3,249,337 Class A Common Shares and 5,000,000 Class B Common Shares

Common Shares outstanding after this offering		9,249,337 Class A Common Shares and 5,000,000 Class B Common Shares

Use of proceeds		We are not selling any Resale Securities under this prospectus and will not receive any proceeds from the sale of the Resale Securities. We are paying however all of the fees and expenses in connection with the registration of the Resale Securities. We may receive proceeds in the event that the Warrants are exercised for cash at their applicable exercise prices, which may result in aggregate gross proceeds of up to $108,000,000 upon the full cash exercise of the Warrants. Any proceeds that we receive from the cash exercise of the Warrants will be used for working capital and other general corporate purposes. However, the Warrants may also be exercised, in whole or in part, at any time after they become exercisable by means of a “cashless exercise” according to the formula set forth in the Warrants. If holders elect to exercise the Warrants on a cashless basis, we will not receive any cash proceeds from such exercises. See “Use of Proceeds.”

Risk factors		Your investment in the Resale Securities involves substantial risks. You should consider the “Risk Factors” included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our filings with the SEC.

Nasdaq symbol		“AIOS”

Selling Shareholders:	Class A Common Shares†	Maximum Number of Class A Ordinary Shares To Be Sold Pursuant to this Prospectus	Number of Shares of Class A Ordinary Shares Owned After the Offering	Percentage of Class A Ordinary Shares Owned After the Offering
Lamor Blossom Limited(1)	3,177,750	3,177,750	0	0	%
Existence Group Ltd(2)	486,150	486,150	0	0	%
JD Corporate Services Limited(3)	485,100	485,100	0	0	%
Aureon Group Holdings Limited(4)	485,100	485,100	0	0	%
Union Chief Limited(5)	485,100	485,100	0	0	%
Helios Global Group Limited(6)	485,100	485,100	0	0	%
Innovation Global Financial Group Limited(7)	485,100	485,100	0	0	%
Silver Shadow Global Enterprises Limited(8)	485,100	485,100	0	0	%
Primewave Group Limited(9)	485,100	485,100	0	0	%

		Page
ABOUT THIS PROSPECTUS		S-ii
PROSPECTUS SUMMARY		S-1
FORWARD-LOOKING STATEMENTS		S-4
IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUER		S-5
RISK FACTORS		S-6
THE OFFERING		S-9
USE OF PROCEEDS		S-10
DESCRIPTION OF SHARE CAPITAL		S-11
DESCRIPTION OF WARRANTS		S-19
DESCRIPTION OF RIGHTS		S-21
DESCRIPTION OF UNITS		S-22
PLAN OF DISTRIBUTION		S-23
TAXATION		S-25
ENFORCEABILITY OF CIVIL LIABILITY		S-26
LEGAL MATTERS		S-27
EXPERTS		S-27
WHERE YOU CAN FIND MORE INFORMATION		S-27
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-28