AAQL Registers 4.28M Shares for Resale Post-Note Conversion

TL;DR

**AAQL's S-1 filing for 4.28 million share resale is a red flag for potential dilution and selling pressure on a thinly traded stock, despite the company's pivot to a new, unproven business model in China.**

AI Summary

Antiaging Quantum Living Inc. (AAQL) is registering 4,280,342 shares of Class A Common Stock for resale by selling stockholders, which were issued upon the automatic conversion of $1,284,102.50 in amended promissory notes at a fixed conversion price of $0.30 per share. The company, formerly Achison Inc., underwent a change of control on April 10, 2023, with New Lite Ventures LLC becoming the beneficial owner of 97.4% of outstanding common stock. Following this, AAQL expanded its operations into the global market, specifically Asia-Pacific and Chinese markets, establishing multiple subsidiaries including Dao Ling Doctor Zhejiang, its primary revenue-generating subsidiary in the PRC, which provides technical development and platform-support services. While the U.S. advertising business through www.dazhong368.com generates modest revenue, the PRC operations have shown increased revenues from technical service fees and health management activities. The company reported increased general and administrative expenses in fiscal 2025 due to this expansion. AAQL will not receive any proceeds from the sale of these 4,280,342 shares.

Why It Matters

This S-1 filing signals a significant liquidity event for certain stockholders of Antiaging Quantum Living Inc., as 4,280,342 shares are being registered for potential resale. For investors, this could introduce selling pressure on AAQL's thinly traded OTC Pink Market stock, which last closed at $0.6230 per share on December 11, 2025. The company's strategic pivot from U.S. securities trading and advertising to PRC-based technical services and health management, initiated in late 2023, represents a substantial shift in its competitive landscape, moving into a potentially higher-growth but also higher-risk market. Employees and customers of the legacy U.S. advertising business may see continued focus on the newer, expanding PRC operations, which could impact resource allocation.

Risk Assessment

Risk Level: high — The filing explicitly states, "An investment in our Common Stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss." This is further supported by the company's limited operating history under its current business model and recent expansion into the PRC technical-services and health-management markets, making it difficult to evaluate its prospects.

Analyst Insight

Investors should exercise extreme caution and thoroughly review the 'Risk Factors' section before considering an investment in AAQL. Given the high speculative nature, limited operating history in its new business, and potential selling pressure from the registered shares, it would be prudent to avoid this stock until a clearer, more stable financial and operational track record is established.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A%

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A%

cash Position

$N/A

revenue Growth

+N/A%

Revenue Breakdown

Key Numbers

• 4,280,342 — Shares of Class A Common Stock (Number of shares registered for resale by selling stockholders, issued from note conversion)
• $0.30 — Fixed conversion price per share (Price at which promissory notes converted into common stock)
• $0.6230 — Last reported sale price per share (AAQL's common stock price on the OTC on December 11, 2025)
• $1,667,701 — Aggregate principal amount of promissory notes issued (Total notes issued on December 31, 2024, for general working capital)
• 97.4% — Beneficial ownership percentage (Percentage of AAQL's issued and outstanding common stock owned by New Lite Ventures LLC after April 10, 2023 transaction)
• 34,275,342 — Common Stock Issued and Outstanding (Total shares outstanding both prior to and after the offering of registered shares)
• $1.235 billion — Revenue threshold (Defines an 'emerging growth company' under the JOBS Act)
• $1.0 billion — Non-convertible debt threshold (One criterion for ceasing to be an 'emerging growth company')
• $700 million — Market value threshold (One criterion for becoming a 'large accelerated filer')
• 6,000,000,000 — Authorized shares of Common Stock (Increased from 30,000,000 on September 6, 2024)

Key Players & Entities

• Antiaging Quantum Living Inc. (company) — Registrant and issuer of common stock
• AAQL (company) — Ticker symbol on the Over The Counter Pink Market
• New Lite Ventures LLC (company) — Beneficial owner of 97.4% of AAQL's common stock as of April 10, 2023
• Barry Wan (person) — Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman of the Board of Directors of AAQL, and sole member of New Lite Ventures LLC
• Dingshan Zhang (person) — Former President and CEO of AAQL, resigned April 10, 2023
• Dao Ling Doctor Zhejiang (company) — Primary operating subsidiary in the PRC, conducting revenue-generating activities
• Atlantic Equity Holdings Inc. (company) — Assignee of promissory notes
• Empire Street Capital Inc. (company) — Assignee of promissory notes
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Cassi Olson (person) — Attorney at Celine and Partners, P.L.L.C. for AAQL

FAQ

Risk Factors

• Reliance on Note Conversion Proceeds [medium — financial]: The company is registering shares for resale by selling stockholders, which were issued upon the conversion of $1,284,102.50 in amended promissory notes. AAQL will not receive any proceeds from this sale, meaning the company is not directly benefiting financially from this transaction.
• Expansion into New Markets [medium — operational]: AAQL has expanded its operations into the global market, specifically Asia-Pacific and Chinese markets, establishing multiple subsidiaries. This expansion led to increased general and administrative expenses in fiscal 2025, indicating potential integration challenges and higher operational costs.
• Change of Control Implications [low — regulatory]: A change of control occurred on April 10, 2023, with New Lite Ventures LLC becoming the beneficial owner of 97.4% of outstanding common stock. Such significant ownership shifts can trigger regulatory scrutiny and may impact future compliance requirements.
• Dependence on PRC Operations [medium — market]: The company's primary revenue generation is from its PRC subsidiary, Dao Ling Doctor Zhejiang. Significant reliance on a single geographic market exposes AAQL to country-specific economic, political, and regulatory risks.
• Limited Operating History Post-Restructuring [medium — financial]: The company underwent a significant change of control and operational expansion recently. Its financial performance and operational stability in these new structures and markets are yet to be fully demonstrated over an extended period.

Industry Context

Antiaging Quantum Living Inc. operates in the health and wellness sector, with a focus on services and technology. The industry is characterized by increasing consumer interest in preventative health, longevity, and personalized wellness solutions. Competition is fragmented, ranging from established pharmaceutical and supplement companies to emerging tech-driven wellness platforms and service providers, particularly in the Asia-Pacific region.

Regulatory Implications

As a company with operations in the PRC and potentially seeking U.S. public market access, AAQL faces dual regulatory landscapes. Compliance with Chinese business regulations, data privacy laws, and U.S. SEC reporting requirements are critical. The recent change of control and the nature of the S-1 filing suggest ongoing efforts to meet public company standards.

What Investors Should Do

1. Monitor PRC Subsidiary Performance
2. Assess Impact of Increased G&A
3. Evaluate Debt Conversion Impact
4. Scrutinize Future Capital Needs

Key Dates

• 2023-04-10: Change of Control — New Lite Ventures LLC became the beneficial owner of 97.4% of outstanding common stock, marking a significant shift in company direction and ownership.
• 2024-09-06: Authorized Shares Increase — Authorized shares of Common Stock increased from 30,000,000 to 6,000,000,000, providing significant room for future capital raises or stock-based compensation.
• 2024-12-31: Promissory Notes Issued — $1,667,701 in promissory notes were issued for general working capital, which were later converted into shares.
• 2025-Fiscal Year: Increased G&A Expenses — General and administrative expenses increased due to the company's expansion into new global markets, indicating investment in growth.

Glossary

Emerging Growth Company

A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. These companies are eligible for certain regulatory accommodations under the JOBS Act. (AAQL may qualify as an emerging growth company, potentially benefiting from reduced disclosure and compliance requirements.)

Class A Common Stock

A class of common stock issued by the company. In this case, 4,280,342 shares are being registered for resale. (These are the shares being offered for resale by existing stockholders, not new shares being issued by the company.)

Promissory Notes

A written promise to pay a specific sum of money to a specific person or entity on demand or at a specified future date. (These notes were converted into equity, representing a form of debt financing that has now been converted into stock.)

Change of Control

A transaction or event that results in a change in the majority ownership or control of a company. (The recent change of control signifies a new strategic direction and management for AAQL.)

Beneficial Owner

An individual or entity that has the power to direct the voting and/or investment decisions of a security, or has the power to acquire such power, even if they are not the legal owner. (New Lite Ventures LLC is identified as the beneficial owner of a significant majority of AAQL's stock.)

Year-Over-Year Comparison

Information regarding a prior filing for comparison is not available in the provided text. Therefore, a comparison of key metrics such as revenue growth, margin changes, and new risks against a previous year's filing cannot be performed.

Key Financial Figures

• $0.00001 — 280,342 shares of Class A Common Stock, $0.00001 par value per share, (the " Shares" or
• $0.30 — notes and the fixed conversion price of $0.30 per share, as set forth in the executed
• $0.6230 — ck on the OTC on December 11, 2025, was $0.6230 per share. We are registering the sha
• $0.001 — ,000) shares of Common Stock, par value $0.001 per share, to six billion (6,000,000,00
• $1,667,701 — ber 31, 2024, we issued an aggregate of $1,667,701 in promissory notes (the " Notes " ) to
• $383,598 — in the following principal amounts: (i) $383,598 to Tairan Baohe Insurance Sales Co., Lt
• $29,571 — ce Sales Co., Ltd. ( " Tairan " ); (ii) $29,571 to New Lite Ventures LLC, a Delaware li
• $428,789.50 — icer and director, Mr. Barry Wan; (iii) $428,789.50 to Mr. Barry Wan; (iv) $287,174 to Heme
• $287,174 — iii) $428,789.50 to Mr. Barry Wan; (iv) $287,174 to Hemeihui E-Commerce Co., Ltd.; and (
• $538,568 — Hemeihui E-Commerce Co., Ltd.; and (v) $538,568 to Hemeihui E-Commerce Co., Ltd. The pr
• $1.235 billion — h Company As a company with less than $1.235 billion in revenue during our last fiscal year,
• $1.0 billion — ous three-year period, issued more than $1.0 billion in non-convertible debt; or (4) the dat
• $700 million — on Stock held by non-affiliates exceeds $700 million as of the last business day of our most
• $75 million — rs that had a public float of less than $75 million as of the last business day of their mo

Filing Documents

• forms-1.htm (S-1) — 1834KB
• ex5-1.htm (EX-5.1) — 13KB
• ex10-1.htm (EX-10.1) — 3KB
• ex10-2.htm (EX-10.2) — 3KB
• ex10-3.htm (EX-10.3) — 3KB
• ex10-4.htm (EX-10.4) — 3KB
• ex10-5.htm (EX-10.5) — 2KB
• ex10-6.htm (EX-10.6) — 41KB
• ex10-7.htm (EX-10.7) — 39KB
• ex10-8.htm (EX-10.8) — 45KB
• ex10-9.htm (EX-10.9) — 43KB
• ex10-10.htm (EX-10.10) — 40KB
• ex23-1.htm (EX-23.1) — 7KB
• ex107.htm (EX-FILING FEES) — 25KB
• image_001.jpg (GRAPHIC) — 2KB
• ex10-1_001.jpg (GRAPHIC) — 170KB
• ex10-1_002.jpg (GRAPHIC) — 168KB
• ex10-1_003.jpg (GRAPHIC) — 57KB
• ex10-1_004.jpg (GRAPHIC) — 51KB
• ex10-2_001.jpg (GRAPHIC) — 168KB
• ex10-2_002.jpg (GRAPHIC) — 154KB
• ex10-2_003.jpg (GRAPHIC) — 73KB
• ex10-2_004.jpg (GRAPHIC) — 52KB
• ex10-3_001.jpg (GRAPHIC) — 178KB
• ex10-3_002.jpg (GRAPHIC) — 168KB
• ex10-3_003.jpg (GRAPHIC) — 101KB
• ex10-3_004.jpg (GRAPHIC) — 68KB
• ex10-4_001.jpg (GRAPHIC) — 152KB
• ex10-4_002.jpg (GRAPHIC) — 145KB
• ex10-4_003.jpg (GRAPHIC) — 74KB
• ex10-4_004.jpg (GRAPHIC) — 68KB
• ex10-5_001.jpg (GRAPHIC) — 221KB
• ex10-5_002.jpg (GRAPHIC) — 105KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-25-027486.txt ( ) — 10418KB
• aaql-20250930.xsd (EX-101.SCH) — 41KB
• aaql-20250930_cal.xml (EX-101.CAL) — 74KB
• aaql-20250930_def.xml (EX-101.DEF) — 165KB
• aaql-20250930_lab.xml (EX-101.LAB) — 308KB
• aaql-20250930_pre.xml (EX-101.PRE) — 261KB
• forms-1_htm.xml (XML) — 1228KB
• ex107_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 16

USE OF PROCEEDS

USE OF PROCEEDS 16 DETERMINATION OF OFFERING PRICE 17 DIVIDEND POLICY 17 MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 17 DESCRIPTION OF BUSINESS 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23 MANAGEMENT 27

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 31

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 32 SELLING STOCKHOLDERS 33 PLAN OF DISTRIBUTION 34 DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 35 EXPERTS 35 INTERESTS OF NAMED EXPERTS AND COUNSEL 37 ADDITIONAL INFORMATION 37 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. Neither we, nor the selling stockholders have authorized anyone to provide information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Shares. * Included under Item 16. Exhibits i PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to the "Company," "our Company," "we," "us" and "our," we mean Antiaging Quantum Living Inc., a New York corporation, and its subsidiaries. This prospectus contains forward-looking statements and information relating to the Company. Our Company Antiaging Quantum Living Inc., previously known as Achison Inc., (the "Company") is a New York corporation formed on December 29, 2014. Our current principal executive office is located at 135-27 38th Avenue, #388, Flushing, New York 11354. Our telephone number is (929) 990-3255. On July 1, 2019 Lansdale Inc., the principal stockholder of the Company ("Seller") which is controlled by the Company's prior President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the

View Full Filing

View this S-1 filing on SEC EDGAR