Basel Medical Group Ltd美股招股说明书(2025-02-25版)

Up to 2,000,000 Ordinary Shares to be Sold by the Selling ShareholdersBasel Medical Group Ltd This prospectus relates to 2,000,000 of our ordinary shares (the “Resale Shares”) of Basel Medical Group Ltd (“Basel Medical”) that may be soldfrom time to time by the selling shareholders named in this prospectus (the “Selling Shareholders”). Any shares sold by the Selling Shareholders until our ordinary shares are listed or quoted on Nasdaq will take place at the price at which we sell ourordinary shares in our public offering pursuant to the Public Offering Prospectus, which is US$4.00 per ordinary share. Thereafter, any sales will occurat prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactionsthat may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of suchsecurities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders. Nosales of the shares covered by this prospectus shall occur until the ordinary shares sold in our initial public offering begin trading on Nasdaq. For details,see the “Selling Shareholders’ Plan of Distribution” section of this prospectus beginning on page 99. On February 18, 2025, a registration statement under the Securities Act with respect to our initial public offering of ordinary shares was declaredeffective by the Securities and Exchange Commission. We estimate that we will receive net proceeds from our initial public offering of approximatelyUS$6,214,940, or US$7,432,100 if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full, after deductingunderwriting discounts, commissions and the estimated offering expenses payable by us and based upon the initial offering price of US$4.00 perordinary share. At this time, Nasdaq has approved our application to list our ordinary shares. Additionally, upon the completion of our initial public offering, we will be a “controlled company” as defined under the corporate governance rulesof Nasdaq Stock Market, because Rainforest Capital VCC will beneficially own approximately 55.1% of our then-issued and outstanding ordinaryshares and will be able to exercise approximately 55.1% of the total voting power of our issued and outstanding ordinary shares immediately after theconsummation of our initial public offering, assuming the underwriters do not exercise their option to purchase additional ordinary shares in our initialpublic offering. For further information, see “Principal Shareholders” and “Prospectus Summary—Implications of Being a Controlled Company.” We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws, and, as such are eligible forcertain reduced public company reporting requirements for this prospectus and future filings. See the section titled “Prospectus Summary—Implicationsof Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is February 24, 2025 TC PROSPECTUS SUMMARY1THE OFFERING11RISK FACTORS12SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA28USE OF PROCEEDS29DIVIDEND POLICY30ENFORCEMENT OF CIVIL LIABILITIES31CORPORATE HISTORY AND STRUCTURE33MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS36INDUSTRY OVERVIEW44BUSINESS50REGULATIONS70MANAGEMENT73PRINCIPAL SHAREHOLDERS79SELLING SHAREHOLDERS80RELATED PARTY TRANSACTIONS81DESCRIPTION OF SHARE CAPITAL AND BRITISH VIRGIN ISLANDS LAW82SHARES ELIGIBLE FOR FUTURE SALE91TAXATION93SELLING SHAREHOLDERS’ PLAN OF DISTRIBUTION99EXPENSES RELATED TO OUR OFFERING100LEGAL MATTERS101EXPERTS102WHERE YOU CAN FIND ADDITIONAL INFORMATION103INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 TABLE OF CONTENTS Neither we nor any of the Selling Shareholders have authorized anyone to provide you with any information or to make any representations otherthan as contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the Selling Shareholders take anyresponsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only thesecurities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus isaccurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our busi