Skyline Builders Group Holding Ltd-A美股招股说明书(2025-01-24版)

1,500,000 Class A Ordinary Shares This is the initial public offering of Skyline Builders Group Holding Limited. Prior to this offering, therehas been no public market for our Class A Ordinary Shares. The initial public offering price per share isUS$4.0. Our Class A Ordinary Shares have been approved to list on the Nasdaq Capital Market under thesymbol “SKBL” Immediately after this offering, assuming an offering size as set forth above, Mr. Ngo Chiu Lam will,through his wholly owned entity Supreme Development (BVI) Holdings Limited, own approximately 67.20%of our outstanding Class A Ordinary Shares (or 66.66% of our outstanding Class A Ordinary Shares if theunderwriter’s option to purchase additional shares is exercised in full) and 1,995,000 Class B OrdinaryShares, representing 86.47% of the aggregate total voting power of our total issued and outstanding sharecapital. As a result, we expect to be a “controlled company” within the meaning of rule 5615(c) of NasdaqStock Market LLC (“Nasdaq Listing Rules”). See section titled “Prospectus Summary — Implications ofBeing a Controlled Company”. Upon completion of this offering, we will have a dual class ordinary share structure. Our Ordinary Shareswill be divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Shareshall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of theCompany, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on allmatters subject to vote at general meetings of the Company. In no event shall Class A Ordinary Shares beconvertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible intoClass A Ordinary Shares. See “Description of Share Capital — Ordinary Shares” for more details regardingour Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, 26,505,000 Class A Ordinary Shares and 1,995,000 Class B OrdinaryShares were issued and outstanding. A shareholder must keep more than 1,660,125 Class B Ordinary Sharesto control 50% of the voting right of the Company and control the outcome of matters submitted toshareholders for approval. We will issue 1,500,000 Class A Ordinary Shares in this Offering. Subsequent tothe Offering, 28,005,000 Class A Ordinary Shares and 1,995,000 Class B Ordinary Shares will be issued andoutstanding. A shareholder must keep more than 1,697,625 Class B Ordinary Shares after the Offering tocontrol 50% of the voting right of the Company and control the outcome of matters submitted toshareholders for approval. Provided that such transfer complies with applicable Nasdaq Listing Rules, our shareholders may freelytransfer shares (including Class B Ordinary Shares) to another person by completing an instrument oftransfer in a common form or in a form prescribed by the Nasdaq Listing Rules or in any other formapproved by our directors, executed where the Shares are Fully Paid, by or on behalf of that shareholder;and where the Shares are partly paid, by or on behalf of that shareholder and the transferee. Where theshares of any class in question are not listed on any stock exchange or subject to the rules of any stockexchange, our directors may in their absolute discretion decline to register any transfer of such shareswhich are not fully paid up or on which our Company has a lien. There is no restriction for potential futureissuances of Class B Ordinary Shares. If such occurred, Class A shareholders’ shareholding will be diluted.There is no sunset provisions to limit the lifespan of the Class B Ordinary Shares and death of a Class Bshareholder or intra-family transfers of Class B Ordinary Shares would not require conversion of the ClassB Ordinary Shares. Investing in the Class A Ordinary Shares involves a high degree of risk. See section titled “Risk Factors”beginning on page 19 of this prospectus. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securitiesand Exchange Commission rules and will be eligible for reduced public company disclosure requirements.See section titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a‘Foreign Private Issuer’” for additional information. Neither the Securities and Exchange Commission nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus. Any representation to the contrary is a criminal offense. Table of Contents We do not have any operations in mainland China and currently do not have or intend to have any operatingsubsidiary established in mainland China or any contractual arrangement to establish a variable interest entity(“VIE”) structure with any entity in mainland China, but because all of our operations are conducted inHong Kong through our wholly-owned Operating Subsidiary, and Hong Kong is a Special Admi