国际钻探工具公司美股招股说明书(2025-01-15版)

Drilling Tools International Corporation 888,041 shares of Common Stock The selling stockholders named in this prospectus (each, a “Selling Stockholder,” and together, the “SellingStockholders”), should they choose to do so after the effectiveness of this registration statement, may offer up to888,041 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Drilling ToolsInternational Corporation, a Delaware corporation (the “Company”). Such shares were issued by the Company tothe Selling Stockholders in connection with an acquisition by the Company of Titan Tools Group Limited, a privatecompany with limited liability with its registered office in Scotland, Company Number SC646202 (“Titan Tools”)pursuant to a Share Purchase Agreement, dated October 29, 2024, by and among the Company and Titan Tools, theshareholders of Titan Tools, and Bruce Jepp, solely in his capacity as the Seller Representative (as such term isdefined in the Purchase Agreement) (the “Purchase Agreement”). All of these shares of Common Stock are beingsold by the Selling Stockholders named in this prospectus, or their respective transferees, pledgees, donees, orsuccessors-in-interest. The Selling Stockholders will receive all proceeds from the sale of the shares of CommonStock being offered in this prospectus. We will not receive any proceeds from the sale of shares by the SellingStockholders. For more information related to the Selling Stockholders, please read “Selling Stockholders.” This prospectus describes the general manner in which these securities may be offered and sold. If necessary, thespecific manner in which these securities may be offered and sold will be described in one or more supplements tothis prospectus. Any prospectus supplement may add, update or change information contained in this prospectus.You should carefully read this prospectus, and any applicable prospectus supplement, as well as the documentsincorporated by reference herein or therein before you invest in any of our securities. There can be no assurances that the Selling Stockholders will sell any or all of the securities offered under thisprospectus. The Selling Stockholders may offer and sell our Common Stock to or through one or more underwriters,dealers and agents, or directly to purchasers, on a continuous or delayed basis. In addition, the Selling Stockholdersmay offer and sell these securities from time to time, together or separately. If the Selling Stockholders useunderwriters, dealers or agents to sell such securities, we will name them and describe their compensation in aprospectus supplement. The price to the public of those securities and the net proceeds the Selling Stockholdersexpect to receive from that sale will also be set forth in a prospectus supplement. Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “DTI.” The last reported saleprice of our Common Stock on January 14, 2025 was $3.34 per share. Investing in our Common Stock involves risks. You should carefully read and consider therisk factors included in this prospectus under the section entitled “Risk Factors” on page 5of this prospectus, in any applicable prospectus supplement relating to a specific offering ofcommon stock, in our periodic reports filed with the Securities and Exchange Commissionand in any other documents we file with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities, or determined if this prospectus or any prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 15, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS1INFORMATION INCORPORATED BY REFERENCE2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3RISK FACTORS5ABOUT DRILLING TOOLS INTERNATIONAL CORPORATION6USE OF PROCEEDS7DESCRIPTION OF SECURITIES8SELLING STOCKHOLDERS13PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION16 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission(the “SEC”) using a “shelf” registration process. Under this shelf registration process, the Selling Stockholders may,over time, offer and sell the securities described in this prospectus in one or more offerings or resales. Thisprospectus provides a general description of the securities. Each time the Selling Stockholders sell any of thesecurities described herein, the Selling Stockholders may provide a prospectus supplement that will contain specificinformation about the terms of that offering. The prospectus supplement may also add to, update or change theinformation contained in this prospectus. If there is any inconsistency between the information in this prospectus andany applicable prospectus supplement, you should re