思宏国际美股招股说明书(2024-04-24版)

Neo-Concept International Group Holdings Limited 2,000,000 Ordinary Shares to be sold by the Selling Shareholder This resale prospectus (the “Resale Prospectus”) relates to 2,000,000 of the ordinary shares, parvalue of $0.0000625 per value (the “Ordinary Shares”), of Neo-Concept International Group HoldingsLimited (“NCI,” “Company,” “we,” “our” or “us”) that may be sold from time to time by the sellingshareholder named in this prospectus (the “Selling Shareholder”). This will only permit the SellingShareholder to sell the number of Ordinary Shares identified in the column “Ordinary Shares Offeredby the “Selling Shareholder” below. Since there is currently no public market established for oursecurities, the Selling Shareholder will sell its Ordinary Shares at the price at which we sell shares inour public offering pursuant to the registration statement of which this prospectus is a part, which isUS$4.00 per Ordinary Share, until the initial public offering (“IPO”) is completed and the OrdinaryShares are quoted on the Nasdaq Capital Market, after which the Ordinary Shares may be offered andsold at prevailing market prices or negotiated prices. We will not receive any of the proceeds from thesale of our Ordinary Shares by the Selling Shareholder. The Ordinary Shares owned by the SellingShareholder are “restricted” securities under applicable United States federal and state securities lawsand are being registered pursuant to this prospectus to enable the Selling Shareholder to sell thoseOrdinary Shares. The Company will not receive any proceeds from the sale of the Ordinary Shares bythe Selling Shareholder. Prior to the IPO, there has been no public market for our Ordinary Shares. We have receivedapproval to have our Ordinary Shares listed on the Nasdaq Capital Market under the symbol “NCI.”. Investors are cautioned that they are buying shares of NCI, a Cayman Islands holdingcompanyand not its operating subsidiaries through which it conducts its operations inHong Kong and the UK. NCI is a holding company incorporated in the Cayman Islands with no material operations of itsown. NCI conducts its operations in Hong Kong through its operating subsidiary Neo-Concept HKwhich also conducts certain operations in the UK through its subsidiary Neo-Concept UK. Referencesto the “Company”, “we”, “us”, and “our” in the prospectus are to NCI, the Cayman Islands entity thatwill issue the Ordinary Shares being offered. References to “Neo-Concept HK” and “Neo-ConceptUK” are to the entities operating the business. References to “Operating Subsidiaries” refers to Neo-Concept HK and Neo-Concept UK. This is an offering of the Ordinary Shares of NCI, the holdingcompany in the Cayman Islands, instead of shares of the Operating Subsidiaries. Investors in the IPOwill not directly hold any equity interests in the Operating Subsidiaries. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losingyour entire investment. See “Risk Factors” beginning on page 14 to read about factors youshould consider before buying our Ordinary Shares. NCI’s and our Operating Subsidiaries’ (“NCI Group”) operations are primarily located inHong Kong. While the NCI Group has no operations in Mainland China, we may be subject to uniquerisks due to uncertainty of the interpretation and the application of the PRC laws and regulations. Asof the date of this prospectus, we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. Inaddition, we do not expect to be materially affected by recent statements by the Chinese governmentindicating an intent to exert more oversight and control over offerings that are conducted overseasand/or foreign investment in China-based issuers, including, but not limited to the cybersecurityreview and regulatory review of overseas listing of our Ordinary Shares through an offshore holdingcompany. However, due to long arm provisions under the current PRC laws and regulations, thereremains regulatory uncertainty with respect to the implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions of the Chinese government orauthorities in Hong Kong in this regard. Table of Contents Should the Chinese government choose to exercise significant oversight and discretion over theconduct of our business, they may intervene in or influence our operations. Such governmentalactions: •could result in a material change in our operations and/or the value of our OrdinaryShares;•could significantly limit or completely hinder our ability to continue our operations;•could significantly limit or completely hinder our ability to offer or continue to offer ourOrdinary Shares to investors; and•may cause the value of our Ordinary Shares to significantly decline or be worthless. We are aware that recently, the PRC government has initiated a series of regulatory