IZM / ICZOOM Group Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ICZOOM Group Inc.
US ˙ NasdaqCM ˙ KYG4760B1005

Mga Batayang Estadistika
CIK 1854572
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ICZOOM Group Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 18, 2025 EX-99.1

ICZOOM GROUP INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 ICZOOM GROUP INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CONTENTS Page(s) Unaudited condensed consolidated balance sheets as of December 31, 2024 and audited consolidated balance sheets as of June 30, 2024 F-2 Unaudited condensed consolidated statements of operations and comprehensive income/(loss) for the six months ended December 31,2024 and 2023 F-3 Unaudited condensed consolid

June 18, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission file number: 001-41645

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission file number: 001-41645 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian Distri

June 18, 2025 EX-99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The information in this report contains forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements reflecting our

February 26, 2025 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. VIA EDGAR Ms. Kate Beaukenkamp United States Securities and Exchange Commission Division of Trade & Services 100 F Street, N.E. Washington, DC 20549 February 26, 2025 Re: ICZOOM Group Inc. Registration Statement on Form F-3 Filed February 26, 2025 File No. 333-284959 Dear Ms. Beaukenkamp: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ICZOOM Group Inc. (the “R

February 26, 2025 EX-4.7

ICZOOM GROUP INC. Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.7 ICZOOM GROUP INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate.

February 26, 2025 EX-4.6

ICZOOM GROUP INC. (the “Issuer”) (the “Trustee”) Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.6 ICZOOM GROUP INC. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s

February 26, 2025 F-3/A

As filed with the Securities and Exchange Commission on February 26, 2025

As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.

February 14, 2025 F-3

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

February 14, 2025 EX-FILING FEES

Calculation of Filing Fee Tables FORM F-3 (Form Type) ICZOOM Group Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) ICZOOM Group Inc.

February 14, 2025 EX-4.8

ICZOOM GROUP INC. Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.8 ICZOOM GROUP INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate.

February 14, 2025 EX-4.7

ICZOOM GROUP INC. (the “Issuer”) (the “Trustee”) Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.7 ICZOOM GROUP INC. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s

November 12, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 ICZOOM GROUP INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China,

October 25, 2024 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G/A, and any amendments hereto, relating to the ordinary shares, par value of US$0.

October 25, 2024 EX-15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.2 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 Website: www.allianceaudit.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Registration No. 333-280810) of our report d

October 25, 2024 EX-2.3

Description of Securities

Exhibit 2.3 Description of Securities This exhibit contains a description of the rights of the holders of securities registered under Section 12 of the Securities Exchange Act of 1934. The following description of our shar capital does not purport to be complete and is subject to and qualified in its entirety by our Amended and Restated Memorandum and Articles of Association and by the applicable

October 25, 2024 EX-4.9

Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that the Company customarily and actually treats that as private or confidential. EMPLOYMENT

Exhibit 4.9 Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that the Company customarily and actually treats that as private or confidential. EMPLOYMENT AGREEMENT 服务协议 This EMPLOYMENT AGREEMENT (hereinafter known as the “Agreement”) is entered into effect on May 1, 2023, by and between ICZO

October 25, 2024 EX-1.1

ICZOOM Group Inc. Fourth Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 20, 2024 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman I

Exhibit 1.1 ICZOOM Group Inc. Fourth Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 20, 2024 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman Islands ICZOOM Group Inc. Companies Act (Revised) Company Limited by Shares Fourth Amended and Restated Memorandum of Association (adopted

October 25, 2024 EX-97.1

ICZOOM GROUP INC. CLAWBACK POLICY

Exhibit 97.1 ICZOOM GROUP INC. CLAWBACK POLICY OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of ICZOOM Group Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for t

October 25, 2024 SC 13G/A

IZM / ICZOOM Group Inc. / XIA LEI - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) September 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

October 25, 2024 EX-4.8

EMPLOYMENT AGREEMENT 服务协议

Exhibit 4.8 Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that the Company customarily and actually treats that as private or confidential. EMPLOYMENT AGREEMENT 服务协议 This EMPLOYMENT AGREEMENT (hereinafter known as the “Agreement”) is entered into effect on May 1, 2023, by and between ICZO

October 25, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19

October 25, 2024 SC 13G/A

IZM / ICZOOM Group Inc. / Liu Duanrong - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) September 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

October 25, 2024 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G/A, and any amendments hereto, relating to the ordinary shares, par value of US$0.

October 25, 2024 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement of ICZOOM Group Inc. on Form S-8 (File No. 333-280810) of our report dated December 2, 2022, except for Note 10, as to which the date is December 14, 2022, with respect to our audit of the consolidated statements of income and comprehensive income,

October 25, 2024 EX-13.1

Certification Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of ICZOOM Group Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

October 25, 2024 EX-12.1

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Lei Xia, certify that: 1. I have reviewed this annual report on Form 20-F of ICZOOM Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we

October 25, 2024 SC 13G/A

IZM / ICZOOM Group Inc. / Express Wide Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

August 29, 2024 EX-99.1

ICZOOM Group Inc. Regains Compliance with Nasdaq’s Annual Shareholder Meeting Requirement

Exhibit 99.1 ICZOOM Group Inc. Regains Compliance with Nasdaq’s Annual Shareholder Meeting Requirement Hong Kong, August 29, 2024, ICZOOM Group Inc. (Nasdaq: IZM) (the “Company”), a B2B electronic component products e-commerce platform, announced that it has received written notice (the “Compliance Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained comp

August 29, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 ICZOOM GROUP INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 5

August 21, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 ICZOOM GROUP INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 5

August 21, 2024 EX-3.1

ICZOOM Group Inc. Fourth Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 20, 2024 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman I

Exhibit 3.1 ICZOOM Group Inc. Fourth Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 20, 2024 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman Islands ICZOOM Group Inc. Companies Act (Revised) Company Limited by Shares Fourth Amended and Restated Memorandum of Association (adopted

July 19, 2024 EX-99.1

ICZOOM GROUP INC. (incorporated in the Cayman Islands with limited liability) (NASDAQ: IZM) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 ICZOOM GROUP INC. (incorporated in the Cayman Islands with limited liability) (NASDAQ: IZM) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of ICZOOM Group Inc. (the “Company”) will be held on August 20, 2024, at 9:00 p.m., Beijing time, at Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian

July 19, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 ICZOOM GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 518

July 15, 2024 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-8 (Form Type) ICZOOM Group Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) ICZOOM Group Inc.

July 15, 2024 S-8

As filed with the U.S. Securities and Exchange Commission on July 15, 2024

As filed with the U.S. Securities and Exchange Commission on July 15, 2024 Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM Group Inc. (Exact Name of Registrant as Specified in its Charter) Cayman Islands Not applicable (State or Other Jurisdiction of Incorporation or Organization

July 12, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 ICZOOM GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 518

June 18, 2024 EX-99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The information in this report contains forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements included elsewhere in this report. This discussion contains forward-looking statements reflecting ou

June 18, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 ICZOOM GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 518

June 18, 2024 EX-99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ICZOOM GROUP INC. AND SUBSIDIARIES For the Six Months Ended December 31, 2023

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ICZOOM GROUP INC. AND SUBSIDIARIES For the Six Months Ended December 31, 2023 Page Consolidated balance sheets as of December 31, 2023 and June 30, 2023 F-2 Consolidated statements of (loss)/income and comprehensive income/(loss) for the six months ended December 31, 2023 and 2022 F-3 Consolidated statements of changes in shareholders’ equity

May 15, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 ICZOOM GROUP INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 5180

April 29, 2024 EX-2.3

Description of Securities

Exhibit 2.3 Description of Securities This exhibit contains a description of the rights of the holders of securities registered under Section 12 of the Securities Exchange Act of 1934. The following description of our shar capital does not purport to be complete and is subject to and qualified in its entirety by our Amended and Restated Memorandum and Articles of Association and by the applicable

April 29, 2024 EX-12.2

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Qiang He, certify that: 1. I have reviewed this annual report on Form 20-F/A of ICZOOM Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

April 29, 2024 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F AMENDMENT NO. 1 ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F AMENDMENT NO. 1 ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX

April 29, 2024 EX-13.1

Certification Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of ICZOOM Group Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F/A for the year ended June 30

April 29, 2024 EX-12.1

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Lei Xia, certify that: 1. I have reviewed this annual report on Form 20-F/A of ICZOOM Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

April 29, 2024 EX-11.2

ICZOOM Group Inc. Insider Trading Policy

Exhibit 11.2 ICZOOM Group Inc. Insider Trading Policy This Insider Trading Policy, adopted as of May 10, 2023 (this “Policy”), describes the standards of ICZOOM Group Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divid

April 17, 2024 RW

ICZOOM GROUP INC.

ICZOOM GROUP INC. April 16, 2024 VIA EDGAR Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Request to Withdraw Registration Statement on Form F-1 File No. 333-275708 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Secur

March 27, 2024 CORRESP

March 27, 2024

March 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 27, 2024 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 27, 2024 VIA EDGAR Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-275708) Request For Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules an

March 26, 2024 CORRESP

March 26, 2024

March 26, 2024 VIA EDGAR Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ICZOOM Group, Inc. Registration Statement on Form F-1 (File No. 333-275708) Withdrawal of Request for Acceleration of Effectiveness Ladies and Gentlemen: Reference is made to ou

March 26, 2024 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 26, 2024 VIA EDGAR Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-275708) Withdrawal of Request For Acceleration of Effectiveness Ladies and Gentlemen: Reference is made to our letter, file

March 25, 2024 CORRESP

March 25, 2024

March 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 25, 2024 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 25, 2024 VIA EDGAR Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-275708) Request For Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules an

March 11, 2024 F-1/A

As filed with the U.S. Securities and Exchange Commission on March 11, 2024

As filed with the U.S. Securities and Exchange Commission on March 11, 2024 Registration No. 333-275708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction of

March 11, 2024 EX-8.4

1

Exhibit 8.4 Date: March 11, 2024 ICZOOM GROUP INC. Room 3801, Building A Sunhope e·METRO No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000 Attn.: the Board of Directors Dear Sir or Madam, Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC. We are qualified lawyers of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) and as suc

March 11, 2024 EX-FILING FEES

Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC.

March 11, 2024 EX-99.4

45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931

Exhibit 99.4 45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931 March 11, 2024 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People's Republic of China Dear Sir/Madam, We are lawyers qualified in the People's Republic of China (the “PRC” or “Chi

February 12, 2024 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. February 9, 2024 Ms. Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed January 18, 2024 File No. 333-275708 Dear Ms. Beaukenkamp: This letter is in response to the letter dated February 8, 2024

February 9, 2024 SC 13G

IZM / ICZOOM Group Inc. / Express Wide Ltd - SCHEDULE 13G Passive Investment

SC 13G 1 ea193313-13gexpressiczoom.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

February 9, 2024 EX-8.4

1

Exhibit 8.4 Date: [Date of the next F-1 filing] ICZOOM GROUP INC. Room 3801, Building A Sunhope e·METRO No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000 Attn.: the Board of Directors Dear Sir or Madam, Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC. We are qualified lawyers of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Ko

February 9, 2024 EX-99.4

45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931

Exhibit 99.4 45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931 [*], 2024 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People's Republic of China Dear Sir/Madam, We are lawyers qualified in the People's Republic of China (the “PRC” or “China”,

February 9, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ea193311ex99-1iczoom.htm JOINT FILING AGREEMENT, DATED FEBRUARY 9, 2024 Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G, and any amendments hereto, relating to the ordinary shares, par value of US$0.16 per share of ICZOOM Group Inc., a Cayman Islands exempted company with limited liability whose principal place of business is in Shenzhen, China, shall be fil

February 9, 2024 SC 13G

IZM / ICZOOM Group Inc. / XIA LEI - SCHEDULE 13G Passive Investment

SC 13G 1 ea193311-13gxiaiczoom.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

February 9, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ea193312ex99-1iczoom.htm JOINT FILING AGREEMENT, DATED FEBRUARY 9, 2024 Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G, and any amendments hereto, relating to the ordinary shares, par value of US$0.16 per share of ICZOOM Group Inc., a Cayman Islands exempted company with limited liability whose principal place of business is in Shenzhen, China, shall be fil

February 9, 2024 SC 13G

IZM / ICZOOM Group Inc. / Liu Duanrong - SCHEDULE 13G Passive Investment

SC 13G 1 ea193312-13gliuiczoom.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ICZOOM Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) G4760B100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

February 9, 2024 F-1/A

As filed with the U.S. Securities and Exchange Commission on February 9, 2024

As filed with the U.S. Securities and Exchange Commission on February 9, 2024 Registration No. 333-275708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction o

January 18, 2024 EX-4.3

ORDINARY SHARE PURCHASE WARRANT For the Purchase of [___] Class A Ordinary Shares ICZOOM Group Inc.

Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024 (THE “EFFECTIVE

January 18, 2024 EX-10.16

PLACEMENT AGENCY AGREEMENT

Exhibit 10.16 PLACEMENT AGENCY AGREEMENT FT Global Capital, Inc. 1688 Meridian Avenue, Suite 700 Miami Beach, FL 33139 [●], 2024 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between ICZOOM Group Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on

January 18, 2024 EX-99.7

ICZOOM GROUP INC. CLAWBACK POLICY

Exhibit 99.7 ICZOOM GROUP INC. CLAWBACK POLICY OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of ICZOOM Group Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for t

January 18, 2024 EX-99.4

45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931

Exhibit 99.4 45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931 [*], 2024 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sir/Madam, We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”,

January 18, 2024 EX-4.4

[FORM OF WARRANT]

Exhibit 4.4 [FORM OF WARRANT] THE NUMBER OF CLASS A ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. ICZOOM Group Inc. Warrant To Purchase Class A Ordinary Shares Warrant No.: Date of Issuance: [ ], 2024 (“Issuance Date”) ICZOOM Group Inc., a Cayman Islands exempted company (the “Company”), he

January 18, 2024 F-1/A

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

As filed with the U.S. Securities and Exchange Commission on January 17, 2024 Registration No. 333-275708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction o

January 18, 2024 EX-10.17

SECURITIES PURCHASE AGREEMENT

exhibit 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between ICZOOM Group Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

January 17, 2024 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. January 17, 2024 Ms. Kate Beukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed December 7, 2023 File No. 333-275708 Dear Ms. Beaukenkamp: This letter is in response to the letter dated January 5, 2024,

December 7, 2023 F-1/A

As filed with the U.S. Securities and Exchange Commission on December 6, 2023

As filed with the U.S. Securities and Exchange Commission on December 6, 2023 Registration No. 333-275708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction o

December 7, 2023 EX-99.1

1 ICZOOM Group Inc. December 2023 NASDAQ: IZM Forward - Looking Statements This presentation includes statements that are forward - looking statements . These forward - looking statements involve known and unknown risks and uncertainties and are base

Exhibit 99.1 1 ICZOOM Group Inc. December 2023 NASDAQ: IZM Forward - Looking Statements This presentation includes statements that are forward - looking statements . These forward - looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition,

December 7, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 ICZOOM GROUP INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China,

December 6, 2023 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. December 6, 2023 Kate Beaukenkamp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1 Filed November 22, 2023 File No. 333-275708 Dear Ms. Beaukenkamp: This letter is in response to the letter dated December 4, 2023, from the staff (the

December 1, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 ICZOOM GROUP INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China,

November 22, 2023 EX-99.4

45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931

Exhibit 99.4 45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China T: (86 21) 5404 9930 F: (86 21) 5404 9931 [*], 2023 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sir/Madam, We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”,

November 22, 2023 EX-8.4

1

Exhibit 8.4 Date: [*] ICZOOM GROUP INC. Room 3801, Building A Sunhope e·METRO No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000 Attn.: the Board of Directors Dear Sir or Madam, Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC. We are qualified lawyers of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) and as such are quali

November 22, 2023 EX-FILING FEES

Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC.

November 22, 2023 F-1

As filed with the U.S. Securities and Exchange Commission on November 22, 2023

As filed with the U.S. Securities and Exchange Commission on November 22, 2023 Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction of Incorporation or Or

November 9, 2023 DRS/A

This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on November 9, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein rem

This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on November 9, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein remains strictly confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STA

November 9, 2023 DRSLTR

ICZOOM GROUP INC.

ICZOOM GROUP INC. November 9, 2023 Kate Beukenkamp Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 5, 2023 CIK 0001854572 Dear Ms. Beukenkamp: This letter is in response to the letter dated November 3, 2023, from the staff (the “Staff”

October 31, 2023 EX-2.3

Description of Securities

Exhibit 2.3 Description of Securities This exhibit contains a description of the rights of the holders of securities registered under Section 12 of the Securities Exchange Act of 1934. The following description of our shar capital does not purport to be complete and is subject to and qualified in its entirety by our Amended and Restated Memorandum and Articles of Association and by the applicable

October 31, 2023 EX-13.1

Certification Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of ICZOOM Group Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

October 31, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19

October 31, 2023 EX-11.2

ICZOOM Group Inc. Insider Trading Policy

Exhibit 11.2 ICZOOM Group Inc. Insider Trading Policy This Insider Trading Policy, adopted as of May 10, 2023 (this “Policy”), describes the standards of ICZOOM Group Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divid

October 31, 2023 EX-12.1

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Lei Xia, certify that: 1. I have reviewed this annual report on Form 20-F of ICZOOM Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we

October 31, 2023 EX-12.2

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Qiang He, certify that: 1. I have reviewed this annual report on Form 20-F of ICZOOM Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

October 5, 2023 DRS/A

This is a confidential draft No. 2 submission to the U.S. Securities and Exchange Commission on October 5, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein rema

This is a confidential draft No. 2 submission to the U.S. Securities and Exchange Commission on October 5, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein remains strictly confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STAT

October 5, 2023 DRSLTR

ICZOOM GROUP INC.

ICZOOM GROUP INC. October 5, 2023 Kate Beukenkamp Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Draft Registration Statement on Form F-1 Submitted August 25, 2023 CIK 0001854572 Dear Ms. Beukenkamp: This letter is in response to the letter dated September 20, 2023, from the staff (the “Staff”

August 25, 2023 DRS

As confidentially submitted to the U.S. Securities and Exchange Commission on August 25, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein remains strictly confi

As confidentially submitted to the U.S. Securities and Exchange Commission on August 25, 2023 This draft registration statement has not been publicly filed under the Securities Act of 1933, as amended and all information herein remains strictly confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SE

June 20, 2023 EX-99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ICZOOM GROUP INC. AND SUBSIDIARIES Form 6-K For the Six Months Period Ended December 31, 2022 TABLE OF CONTENTS

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ICZOOM GROUP INC. AND SUBSIDIARIES Form 6-K For the Six Months Period Ended December 31, 2022 TABLE OF CONTENTS Page Consolidated Financial Statements Consolidated balance sheets as of December 31, 2022 and June 30, 2022 F-2 Consolidated statements of income and comprehensive income for the six months ended December 31, 2022 and 2021 F-3 Cons

June 20, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 ICZOOM GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Units 1703, Tins’ Centre Block III 3 Hung Cheung Road, Tuen Mun New Territories, Hong Kong 999077 Tel: 00852 -

June 20, 2023 EX-99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The information in this report contains forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements included elsewhere in this report. This discussion contains forward-looking statements reflecting ou

April 24, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 ICZOOM GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 51

April 24, 2023 EX-16.1

Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated April 24, 2023

Exhibit 16.1 April 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ICZOOM Group Inc. CIK Number: 0001854572 Dear Commissioners: We have read Form 6-K dated April 24, 2023 of ICZOOM Group Inc. (“Registrant”) and are in agreement with the statements contained therein as it pertains to our firm; we are not in a position to agree or disagree with other stateme

March 17, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 ICZOOM GROUP INC. (Exact name of

6-K 1 ea175410-6kiczoomgroup.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 ICZOOM GROUP INC. (Exact name of registrant as specified in its charter) Room 3801, Building A, Sunhope e·METRO, No.

March 17, 2023 EX-99.2

ICZOOM Group Inc. Announces Closing of US$6 Million Initial Public Offering

Exhibit 99.2 ICZOOM Group Inc. Announces Closing of US$6 Million Initial Public Offering Shenzhen, China, March 17, 2023 /PRNewswire/ - ICZOOM Group Inc. (Nasdaq: IZM) (the “Company” or “ICZOOM”), a B2B e-commerce trading platform primarily engaged in sales of electronic component products in Hong Kong and mainland China, today announced the closing of its initial public offering (the “Offering”)

March 17, 2023 EX-99.1

ICZOOM Group Inc. Announces Pricing of US$6 Million Initial Public Offering

Exhibit 99.1 ICZOOM Group Inc. Announces Pricing of US$6 Million Initial Public Offering Shenzhen, China, March 14, 2023 /PRNewswire/ - ICZOOM Group Inc. (the “Company” or “ICZOOM”), a B2B e-commerce trading platform primarily engaged in sales of electronic component products in Hong Kong and mainland China, today announced the pricing of its initial public offering (the “Offering”) of 1,500,000 C

March 16, 2023 424B4

ICZOOM GROUP INC. 1,500,000 Class A Ordinary Shares

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-259012 ICZOOM GROUP INC. 1,500,000 Class A Ordinary Shares This is the initial public offering (the “Offering”) of our Class A ordinary shares, par value $0.16 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”). The initial public offering price is $4.00 per share. Prior to this offering, there has

March 14, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ICZOOM GROUP INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ICZOOM GROUP INC. (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 Identificati

March 10, 2023 CORRESP

March 10, 2023

March 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ICZOOM Group, Inc. Registration Statement on Form F-1, as amended (File No. 333-259012) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Comp

March 10, 2023 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 10, 2023 VIA EDGAR Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-259012) Request For Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Re

March 9, 2023 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 9, 2023 VIA EDGAR Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-259012) Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via ED

March 9, 2023 CORRESP

March 9, 2023

March 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ICZOOM Group, Inc. Registration Statement on Form F-1, as amended (File No. 333-259012) (the “Registration Statement”) Request for Acceleration of Effective Date Ladies and Gentlemen: Reference is made to our letter filed as correspondence via EDGAR on March

March 7, 2023 CORRESP

March 7, 2023

March 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ICZOOM Group, Inc. Registration Statement on Form S-1, as amended (File No. 333-259012) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Compa

March 7, 2023 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. March 7, 2023 VIA EDGAR Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1/A (File No. 333-259012) Request For Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Reg

February 16, 2023 FWP

1 ICZOOM Group Inc. Investor Presentation February 2023 Issuer Free Writing Prospectus Dated February 16, 2023 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated February 14, 2023 Registration Statement No. 333 - 259012 Forward - Loo

1 ICZOOM Group Inc. Investor Presentation February 2023 Issuer Free Writing Prospectus Dated February 16, 2023 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated February 14, 2023 Registration Statement No. 333 - 259012 Forward - Looking Statements This presentation includes statements that are, or may be deemed, “forward - looking statements” . In some cases these forward - looki

February 14, 2023 F-1/A

As filed with the U.S. Securities and Exchange Commission on February 14, 2023

As filed with the U.S. Securities and Exchange Commission on February 14, 2023 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 16 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction

February 14, 2023 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. February 14, 2023 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 15 to Registration on Form F-1 Filed February 3, 2023 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated February 10, 2023, from the staff

February 3, 2023 F-1/A

As filed with the U.S. Securities and Exchange Commission on February 2, 2023

As filed with the U.S. Securities and Exchange Commission on February 2, 2023 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 15 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction

February 3, 2023 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 ICZOOM GROUP INC. UNDERWRITING AGREEMENT [●], 2023 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ICZOOM GROUP INC., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underw

February 3, 2023 EX-FILING FEES

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC.

February 3, 2023 EX-10.15

Employment Agreement between ICZOOM Group Inc. and Lei Xia dated as of November 1, 2022

Exhibit 10.15 EMPLOYMENT AGREEMENT 服务协议 This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”). 本雇佣协议(以下简称“协议”)于2022年11月1日由ICZOOM Group Inc.,(根据开曼群岛法律成立并存续的一家豁免公司

February 3, 2023 EX-4.2

Form of Representative’s Warrant

Exhibit 4.2 ORDINARY SHARES PURCHASE WARRANT ICZOOM GROUP INC. Warrant Shares: [●] Initial Exercise Date: [●], 20[●] Issue Date: [●], 20[●] THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC or its assignees assigns (the “Holder”) are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

February 3, 2023 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 February 2, 2023 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sirs or Madams: We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong Kong Special Administ

December 22, 2022 FWP

1 ICZOOM Group Inc. Investor Presentation December 2022 Issuer Free Writing Prospectus Dated December 21, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated December 14, 2022 Registration Statement No. 333 - 259012 Forward - Loo

1 ICZOOM Group Inc. Investor Presentation December 2022 Issuer Free Writing Prospectus Dated December 21, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated December 14, 2022 Registration Statement No. 333 - 259012 Forward - Looking Statements This presentation includes statements that are, or may be deemed, ?forward - looking statements? . In some cases these forward - looki

December 14, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. December 14, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 13 to Registration on Form F-1 Filed December 2, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated December 8

December 14, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

EX-99.7 5 ff12022a14ex99-7iczoom.htm OPINION OF HAN KUN LAW OFFICES, REGARDING CERTAIN PRC LAW MATTERS AND THE VALIDITY OF THE VIE AGREEMENTS Exhibit 99.7 December 14, 2022 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sirs or Madams: We are lawyers qualified in

December 14, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on December 14, 2022

F-1/A 1 ff12022a14iczoom.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on December 14, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 14 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Isla

December 2, 2022 EX-FILING FEES

Registration Fee Table

EX-FILING FEES 5 ff12022a13ex-feeiczoom.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Pr

December 2, 2022 EX-1.1

Form of Underwriting Agreement

EX-1.1 2 ff12022a13ex1-1iczoom.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 ICZOOM GROUP INC. UNDERWRITING AGREEMENT [●], 2022 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ICZOOM GROUP INC., a Cayman Islands exempted company (the “Company”), hereby confirms its a

December 2, 2022 EX-10.14

Employment Agreement between ICZOOM Group Inc. and Duanrong Liu dated as of November 1, 2022

EX-10.14 3 ff12022a13ex10-14iczoom.htm EMPLOYMENT AGREEMENT Exhibit 10.14 EMPLOYMENT AGREEMENT 服务协议 This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number [*] (the “COO”). 本雇佣协议(以下简称“协议”)于20

December 2, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on December 2, 2022

As filed with the U.S. Securities and Exchange Commission on December 2, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 13 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction

September 21, 2022 FWP

1 ICZOOM Group Inc. Investor Presentation September 2022 Issuer Free Writing Prospectus Dated September 15, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 9, 2022 Registration Statement No. 333 - 259012 Forward - L

1 ICZOOM Group Inc. Investor Presentation September 2022 Issuer Free Writing Prospectus Dated September 15, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 9, 2022 Registration Statement No. 333 - 259012 Forward - Looking Statements This presentation includes statements that are, or may be deemed, “forward - looking statements” . In some cases these forward - loo

September 20, 2022 CORRESP

ICZOOM GROUP INC..

CORRESP 1 filename1.htm ICZOOM GROUP INC.. September 20, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 11 to Registration Statement on Form F-1 Filed September 9, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dat

September 20, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on September 20, 2022

As filed with the U.S. Securities and Exchange Commission on September 20, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 12 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdictio

September 20, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

EX-99.7 3 ff12022a12ex99-7iczoom.htm OPINION OF HAN KUN LAW OFFICES, REGARDING CERTAIN PRC LAW MATTERS AND THE VALIDITY OF THE VIE AGREEMENTS Exhibit 99.7 September 20, 2022 To: ICZOOM Group Inc. (the “Company”) Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sirs or Madams: We are lawyers qualified in

September 9, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on September 9, 2022

As filed with the U.S. Securities and Exchange Commission on September 9, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 11 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction

September 9, 2022 EX-10.1

2015 Equity Incentive Plan, as further amended on August 8, 2022

EX-10.1 9 ff12022a11ex10-1iczoom.htm 2015 EQUITY INCENTIVE PLAN, AS FURTHER AMENDED ON AUGUST 8, 2022 Exhibit 10.1 AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the ICZOOM GROUP INC. Amended and Restated 2015 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the C

September 9, 2022 EX-FILING FEES

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC.

September 9, 2022 EX-4.2

Form of Representative’s Warrant

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [?], 2022, WHICH IS THE C

September 9, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 20/F, Kerry Plaza Tower 3, 1-1 Zhongxinsi Road, Futian District Shenzhen 518048, Guangdong, PRC Tel: +86 755 3680 6500 Fax: +86 755 3680 6599 Beijing ? Shanghai ? Shenzhen ? Haikou?Wuhan?Hong Kong www.hankunlaw.com September 9, 2022 To: ICZOOM Group Inc. (the ?Company?) Room 3801, Building A, Sunhope e?METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong Province The Peo

September 9, 2022 EX-8.4

Opinion of Angela Ho & Associates, regarding certain Hong Kong tax matters

EX-8.4 8 ff12022a11ex8-4iczoom.htm OPINION OF ANGELA HO & ASSOCIATES, REGARDING CERTAIN HONG KONG TAX MATTERS Exhibit 8.4 Date: 9 September 2022 ICZOOM GROUP INC. Room 3801, Building A Sunhope e·METRO No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000 Attn.: the Board of Directors Dear Sir or Madam, Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC. We are qualifi

September 9, 2022 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 ICZOOM GROUP INC. UNDERWRITING AGREEMENT [●], 2022 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ICZOOM GROUP INC., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underw

September 9, 2022 EX-3.2

Third Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 ICZOOM Group Inc. Third Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 8, 2022 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman Islands ICZOOM Group Inc. Companies Act (Revised) Company Limited by Shares Third Amended and Restated Memorandum of Association (adopted by

July 7, 2022 FWP

1 ICZOOM Group Inc. Investor Presentation July 2022 Issuer Free Writing Prospectus Dated July 7, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated June 21, 2022 Registration Statement No. 333 - 259012 Forward - Looking Statemen

1 ICZOOM Group Inc. Investor Presentation July 2022 Issuer Free Writing Prospectus Dated July 7, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated June 21, 2022 Registration Statement No. 333 - 259012 Forward - Looking Statements This presentation includes statements that are, or may be deemed, “forward - looking statements” . In some cases these forward - looking statements

June 21, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on June 21, 2022

As filed with the U.S. Securities and Exchange Commission on June 21, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction of

June 21, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. June 21, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ICZOOM Group Inc. Amendment No. 9 to Registration Statement on Form F-1 Filed June 10, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated June 15,

June 21, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 20/F, Kerry Plaza Tower 3, 1-1 Zhongxinsi Road, Futian District Shenzhen 518048, Guangdong, PRC Tel: +86 755 3680 6500 Fax: +86 755 3680 6599 Beijing • Shanghai • Shenzhen • Hong Kong www.hankunlaw.com June 21, 2022 To: ICZOOM Group Inc. (the “Company”) Room 102, Technology Bldg., International e-Commerce Industrial Park 105 Meihua Road Futian District, Shenzhen, Guangdong Province Th

June 10, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on June 10, 2022

As filed with the U.S. Securities and Exchange Commission on June 10, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction of I

June 10, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 20/F, Kerry Plaza Tower 3, 1-1 Zhongxinsi Road, Futian District Shenzhen 518048, Guangdong, PRC Tel: +86 755 3680 6500 Fax: +86 755 3680 6599 Beijing • Shanghai • Shenzhen • Hong Kong www.hankunlaw.com June 10, 2022 To: ICZOOM Group Inc. (the “Company”) Room 102, Technology Bldg., International e-Commerce Industrial Park 105 Meihua Road Futian District, Shenzhen, Guangdong Province Th

June 10, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. June 10, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 8 to Registration Statement on Form F-1 Filed May 27, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated June 7, 2

May 27, 2022 CORRESP

ICZOOM Group Inc.

CORRESP 1 filename1.htm ICZOOM Group Inc. May 27, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ICZOOM Group Inc. Amendment No. 7 to Registration Statement on Form F-1 Filed May 13, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated May 20, 202

May 27, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

EX-99.7 3 ff12022a8ex99-7iczoom.htm OPINION OF HAN KUN LAW OFFICES, REGARDING CERTAIN PRC LAW MATTERS AND THE VALIDITY OF THE VIE AGREEMENTS Exhibit 99.7 20/F, Kerry Plaza Tower 3, 1-1 Zhongxinsi Road, Futian District Shenzhen 518048, Guangdong, PRC Tel: +86 755 3680 6500 Fax: +86 755 3680 6599 Beijing • Shanghai • Shenzhen • Hong Kong www.hankunlaw.com May 27, 2022 To: ICZOOM Group Inc. (the “Com

May 27, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on May 27, 2022

As filed with the U.S. Securities and Exchange Commission on May 27, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction of In

May 13, 2022 CORRESP

ICZOOM Group Inc.

CORRESP 1 filename1.htm ICZOOM Group Inc. May 13, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 6 to Registration Statement on Form F-1 Filed April 22, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated May 5, 2

May 13, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on May 13, 2022

F-1/A 1 ff12022a7iczoomgroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on May 13, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Island

April 22, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on April 22, 2022

F-1/A 1 ff12022a6iczoom.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on April 22, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5

April 22, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. April 22, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ICZOOM Group Inc. Amendment No. 5 to Registration Statement on Form F-1 Filed March 31, 2022 File No. 333-259012 Dear Mr. Field: This letter is in response to the letter dated April 1

March 31, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on March 31, 2022

F-1/A 1 ff12022a5iczoom.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 31, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5

March 31, 2022 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 March 31, 2022 To: ICZOOM Group Inc. (the “Company”) Room 102, Technology Bldg., International e-Commerce Industrial Park 105 Meihua Road Futian District, Shenzhen, Guangdong Province The People’s Republic of China Dear Sirs or Madams: We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong K

March 31, 2022 CORRESP

ICZOOM Group Inc.

CORRESP 1 filename1.htm ICZOOM Group Inc. March 31, 2022 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 4 to Registration Statement on Form F-1 Filed February 25, 2022 File No. 333-259012 Dear Mr. Stringer: This letter is in response to the letter dated

February 25, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on February 25, 2022

F-1/A 1 ff12022a4iczoomgroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 25, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman I

February 25, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. February 25, 2022 Mr. Scott Stringer Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 3 to Registration Statement on Form F-1 Filed January 21, 2022 File No. 333-259012 Dear Mr. Stringer: This letter is in response to the letter dated Febru

February 25, 2022 EX-FILING FEES

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) ICZOOM GROUP INC.

January 21, 2022 F-1/A

As filed with the U.S. Securities and Exchange Commission on January 21, 2022

As filed with the U.S. Securities and Exchange Commission on January 21, 2022 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction o

January 21, 2022 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. January 21, 2022 Via Edgar Mr. Scott Stringer Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: ICZOOM Group Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed November 15, 2021 File No. 333-259012 Dear Mr. Scott Stringer: This letter is in response t

January 21, 2022 EX-10.13

Business cooperation agreement between Components Zone International Limited and Shenzhen Pai Ming Electronics Co., Ltd dated as of January 18, 2022

EX-10.13 4 ff12022a3ex10-13iczoom.htm BUSINESS COOPERATION AGREEMENT BETWEEN COMPONENTS ZONE INTERNATIONAL LIMITED AND SHENZHEN PAI MING ELECTRONICS CO., LTD DATED AS OF JANUARY 18, 2022 Exhibit 10.13 业务合作协议 Business Cooperation Agreement 本业务合作协议(下称“本协议”)由以下双方于 2022年 1 月18日在中华人民共和国(下称“中国”)深圳签署。 This Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the follo

January 21, 2022 EX-10.12

Termination of Contractual Arrangements by and among Components Zone International Limited, Shenzhen Pai Ming Electronics Co., Ltd., its shareholder, and the spouse of the shareholder dated as of December 10, 2021

Exhibit 10.12 VIE协议终止确认函 VIE Termination Agreement 本VIE协议终止确认函(“确认函”)由以下各方于2021年12月10日签署: This VIE termination agreement (this “agreement”) is made and entered into by and among the following parties on December 10, 2021: 1. 深圳拍明电子有限公司,统一社会信用代码:914403005956926667(“拍明电子”); Shenzhen Pai Ming Electronics Co., Ltd., the Unified Social Credit Code: 914403005956926667 (“Pai Ming Shenzhen”); 2. 芯领域(深圳)发展

November 22, 2021 FWP

1 ICZOOM Group Inc. Investor Presentation November 2021 Issuer Free Writing Prospectus Dated November 22, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated November 15, 2021 Registration Statement No. 333 - 259012 Forward - Loo

FWP 1 ea151190-fwpiczoomgroup.htm FREE WRITING PROSPECTUS 1 ICZOOM Group Inc. Investor Presentation November 2021 Issuer Free Writing Prospectus Dated November 22, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated November 15, 2021 Registration Statement No. 333 - 259012 Forward - Looking Statements This presentation includes statements that are, or may be deemed, “forward -

November 15, 2021 EX-99.7

Opinion of Han Kun Law Offices, regarding certain PRC law matters and the validity of the VIE agreements.

Exhibit 99.7 November 10, 2021 To: ICZOOM Group Inc. (the ?Company?) Room 102, Technology Bldg., International e-Commerce Industrial Park 105 Meihua Road Futian District, Shenzhen, Guangdong Province The People?s Republic of China Dear Sirs or Madams: We are lawyers qualified in the People?s Republic of China (the ?PRC? or ?China?, which, for purposes of this opinion only, does not include the Hon

November 15, 2021 EX-8.4

Opinion of Angela Ho & Associates, regarding certain Hong Kong tax matters

Exhibit 8.4 Date: 15 November 2021 ICZOOM GROUP INC. Room 102, Technology Bldg. International e-Commerce Industrial Park 105 Meihua Road Futian, Shenzhen China, 518000 Attn.: the Board of Directors Dear Sir or Madam, Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC. We are qualified lawyers of Hong Kong Special Administrative Region of the People?s Republic of China (?Hong Kong?) and as

November 15, 2021 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. November 15, 2021 Via Edgar Mr. Scott Stringer Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed September 17, 2021 File No. 333-259012 Dear Mr. Scott Stringer: This letter is in respons

November 15, 2021 F-1/A

As filed with the U.S. Securities and Exchange Commission on November 15, 2021

As filed with the U.S. Securities and Exchange Commission on November 15, 2021 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or Other Jurisdiction

September 23, 2021 FWP

ICZOOM Group Inc. Investor Presentation September 2021 Issuer Free Writing Prospectus Dated September 23, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 17, 2021 Registration Statement No. 333-259012

FWP 1 d155173dfwp.htm FREE WRITING PROSPECTUS ICZOOM Group Inc. Investor Presentation September 2021 Issuer Free Writing Prospectus Dated September 23, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 17, 2021 Registration Statement No. 333-259012 Forward-Looking Statements This presentation includes statements that are, or may be deemed, “forward-looking statemen

September 17, 2021 EX-1.1

Form of Underwriting Agreement

EX-1.1 2 d155173dex11.htm EX-1.1 Exhibit 1.1 ICZOOM GROUP INC. UNDERWRITING AGREEMENT [•], 2021 Prime Number Capital LLC 14 Myrtle Drive Great Neck, NY 11021 Shengang Securities Company Limited Floor 16/22/23, Chamtime International Finance Center 1589 Century Avenue Pudong, Shanghai, 200122 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, IC

September 17, 2021 EX-10.7

Exclusive Business Cooperation Agreement between Components Zone International Limited and Shenzhen Pai Ming Electronics Co., Ltd. dated as of December 14, 2020

Exhibit 10.7 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: Components Zone (ShenZhen) Development Limited.1 Address: Room 102E, Floor 1, Science and Technology Building, Doli Indus

September 17, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 ICZOOM Group Inc. Second Amended and Restated Memorandum and Articles of Association adopted by Special Resolution of the Company passed on August 25, 2021 P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205 Cayman Islands 1 ICZOOM Group Inc. Companies Act (Revised) Company Limited by Shares Second Amended and Restated Memorandum of Association (adopte

September 17, 2021 EX-4.2

Form of Representatives’ Warrant

Exhibit 4.2 ORDINARY SHARES PURCHASE WARRANT ICZOOM GROUP INC. Warrant Shares: [●] Initial Exercise Date: [●], 20[●] Issue Date: [●], 20[●] THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Prime Number Capital LLC and Shengang Securities Company Limited or their assigns (the “Holder”) are entitled, upon the terms and subject to the limitations on exercise a

September 17, 2021 EX-10.5

Form of Indemnity Agreement

Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of [•] by and between ICZOOM Group Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. RECITALS The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to at

September 17, 2021 F-1/A

As filed with the U.S. Securities and Exchange Commission on September 16, 2021

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 16, 2021 Registration No. 333-259012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (State or

September 16, 2021 CORRESP

ICZOOM GROUP INC.

CORRESP 1 filename1.htm ICZOOM GROUP INC. September 16, 2021 Via Edgar Mr. Scott Stringer Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Registration Statement on Form F-1 Filed August 23, 2021 File No. 333-259012 Dear Mr. Scott Stringer: This letter is in response to the letter dated

August 23, 2021 EX-10.11

Spouse Consent Letter of the spouse of the shareholder of Shenzhen Pai Ming Electronics Co., Ltd. dated as of December 14, 2020

EX-10.11 13 d155173dex1011.htm EX-10.11 Exhibit 10.11 Spouse Consent Letter I, Jun Liu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: 510103197104194572, executes this Power of Attorney on December 14, 2020 , effective as of the date hereof. I am a holder of 100% of the equity interests in Shenzhen Pai Ming Electronics Co., Ltd.1 (the “Company”). For

August 23, 2021 EX-99.2

Charter of the Compensation Committee

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ICZOOM GROUP INC. (Adopted by the Board of Directors of ICZOOM Group Inc. (the “Company”) on August 16, 2021, effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE OF THE COMMITTEE The purposes of the Company’s Compensation Com

August 23, 2021 EX-99.4

Consent of Qi (Jeff) He

EX-99.4 20 d155173dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF QI (JEFF) HE ICZOOM Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents

August 23, 2021 CORRESP

ICZOOM GROUP INC.

ICZOOM GROUP INC. August 23, 2021 Via Edgar Mr. Scott Stringer Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted July 9, 2021 CIK No. 0001854572 Dear Mr. Scott Stringer: This letter is in response to the letter

August 23, 2021 EX-10.6

Form of Director Offer Letter

Exhibit 10.6 ICZOOM GROUP INC. [●], 2021 [NAME OF THE INDEPENDENT DIRECTOR] [ADDRESS OF THE INDEPENDENT DIRECTOR] Re: Director Offer Letter Dear Mr. , ICZOOM Group Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to

August 23, 2021 EX-10.1

2015 Equity Incentive Plan

Exhibit 10.1 AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the ICZOOM GROUP INC. Amended and Restated 2015 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest i

August 23, 2021 EX-10.4

Employment Agreement between ICZOOM Group Inc. and Qiang He dated as of March 1, 2021

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st March 2021, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and He Qiang, an individual with ID number 440202198502171216 (the “CFO”). RECITALS WHEREAS, the Company desires to employ the executive the Chief Fin

August 23, 2021 EX-10.3

Employment Agreement between ICZOOM Group Inc. and Duanrong Liu dated as of November 1, 2017

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number 510105197510030760 (the “COO”). RECITALS WHEREAS, the Company desires to employ the executive the Chi

August 23, 2021 EX-10.8

Call Option Agreements among Components Zone International Limited, Shenzhen Pai Ming Electronics Co., Ltd., and its shareholder dated as of December 14, 2020

Exhibit 10.8 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: Components Zone (ShenZhen) Development Limited.1, a limited liability company, organized and existing under the laws of the PRC, with its address at Room 102E, F

August 23, 2021 EX-10.7

Exclusive Business Cooperation Agreement between Components Zone International Limited and Shenzhen Pai Ming Electronics Co., Ltd. dated as of December 14, 2020

EX-10.7 9 d155173dex107.htm EX-10.7 Exhibit 10.7 Exclusive Business Cooperation Agreement I, Jun Liu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: 510103197104194572, executes this Power of Attorney on December 14, 2020 , effective as of the date hereof. I am a holder of 100% of the equity interests in Shenzhen Pai Ming Electronics Co., Ltd.1 (the “

August 23, 2021 EX-99.1

Charter of the Audit Committee

EX-99.1 17 d155173dex991.htm EX-99.1 Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ICZOOM GROUP INC. (Adopted by the Board of Directors of ICZOOM Group Inc. (the “Company”) on August 16, 2021, effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering) The responsibilities and powers of the Audit

August 23, 2021 EX-99.3

Charter of the Nominating and Corporate Governance Committee

Exhibit 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF ICZOOM GROUP INC. (Adopted by the Board of Directors of ICZOOM Group Inc. (the “Company”) on August 16, 2021, effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering) A. PURPOSE The purpose of the Nominating and Corpor

August 23, 2021 EX-10.10

Shareholder’s Power of Attorney among Components Zone International Limited, Shenzhen Pai Ming Electronics Co., Ltd., and its shareholder dated as of December 14, 2020

Exhibit 10.10 Power of Attorney I, Jun Liu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: 510103197104194572, executes this Power of Attorney on December 14, 2020 , effective as of the date hereof. I am a holder of 100% of the equity interests in Shenzhen Pai Ming Electronics Co., Ltd.1 (the “Company”). For the equity interests in the Company that ar

August 23, 2021 EX-99.5

Consent of Wei Xia

Exhibit 99.5 CONSENT OF WEI XIA ICZOOM Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Stateme

August 23, 2021 F-1

Form F-1

F-1 1 d155173df1.htm FORM F-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on August 23, 2021 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 5065 Not applicable (Stat

August 23, 2021 EX-4.1

Specimen Ordinary Share Certificate

EX-4.1 2 d155173dex41.htm EX-4.1 Exhibit 4.1 Share Certificate Number of certificate Number of shares ICZOOM GROUP INC COMPANY NUMBER: 301198 THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid Class A ordinary share(s) of US$[value] par value per share in the above named Company which are held subject to, and transferabl

August 23, 2021 EX-10.2

Employment Agreement between ICZOOM Group Inc. and Lei Xia dated as of November 1, 2017

EX-10.2 5 d155173dex102.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”). RECITALS WHEREAS, the Company desire

August 23, 2021 EX-14.1

Code of Conduct and Ethics

Exhibit 14.1 ICZOOM GROUP INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the ?Code?) contains general guidelines for conducting the business of ICZOOM Group Inc.., a Cayman Islands exempted company with limited liability, and its subsidiaries and affiliates (collectively, the ?Company?) consistent with the highest standards of business ethics, and is

August 23, 2021 EX-99.6

Consent of Tianshi (Stanley) Yang

EX-99.6 22 d155173dex996.htm EX-99.6 Exhibit 99.6 CONSENT OF TIANSHI (STANLEY) YANG ICZOOM Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby

August 23, 2021 EX-10.9

Equity Pledge Agreement among Components Zone International Limited, Shenzhen Pai Ming Electronics Co., Ltd., and its shareholder dated as of December 14, 2020

Exhibit 10.9 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: Components Zone (ShenZhen) Development Limited.1 (hereinafter the “Pledgee”), a limited liability company, organized and existing under the laws o

August 23, 2021 EX-21.1

List of Subsidiaries of the Registrant

EX-21.1 15 d155173dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries Jurisdiction of Incorporation Iczoom Electronics Limited (“ICZOOM HK”) Hong Kong Ehub Electronics Limited (“Ehub”) Hong Kong Hjet Industrial Corporation Limited (“Hjet HK”) Hong Kong Components Zone International Limited (“Components Zone HK”) Hong Kong Components Zone (Shenzhen) Development Limited (“ICZ

July 9, 2021 DRS/A

This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on July 8, 2021 and is not being filed under the Securities Act of 1933, as amended.

Table of Contents This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on July 8, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registran

July 8, 2021 DRSLTR

Address: Room 102, Technology Building, International e-Commerce Industrial park, 105Meihua Rd, Futian District, Shenzhen

DRSLTR 1 filename1.htm July 8, 2021 Mr. Donald Field Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ICZOOM Group Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted on April 7, 2021 CIK No. 0001854572 Dear Mr. Donald Field: This letter is in response to the letter dated May 5, 20

April 7, 2021 DRS/A

This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 7, 2021 and is not being filed under the Securities Act of 1933, as amended.

DRS/A 1 filename1.htm Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 7, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact

April 1, 2021 DRS

This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 31, 2021 and is not being filed under the Securities Act of 1933, as amended.

Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 31, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICZOOM GROUP INC. (Exact Name of Registrant as

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista