F-3 1 tm2426210d1_f3.htm FORM F-3

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	)

SEC Form F-3 filed by MDJM LTD