Micropolis Holding Co美股招股说明书(2025-03-10版)

Micropolis Holding Company We are offering 3,875,000 ordinary shares, $0.0001 par value per share (“Ordinary Shares”). Prior to this offering, there hasbeen no public market for our Ordinary Shares (the “Shares”). The initial public offering price per share is $4.00. Our Shares have been approved to list on the NYSE American LLC, or NYSE American, under the symbol “MCRP.” Micropolis Holding Company is not an operating company but a Cayman Islands holding company with operationsprimarily conducted by its subsidiary. Investors in our Ordinary Shares thus are purchasing equity interest in a CaymanIslands holding company. Micropolis Holding Company directly holds equity interests in its subsidiary, and does notoperate its business through variable interest entities. As used in this prospectus, “we,” “us,” “our company,” or “our” refersto Micropolis Holding Company and when describing the financial results of Micropolis Holding Company, also includesits subsidiary. This structure involves unique risks to investors. As a holding company, we may rely on dividends from oursubsidiary for our cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaryto pay dividends to us may be restricted by the debt they incur on their own behalf or laws and regulations applicable tothem. Investing in the shares involves risks. See section titled “Risk Factors” of this prospectus, beginning on page 17. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and ExchangeCommission rules and will be eligible for reduced public company disclosure requirements. See section titled “ProspectusSummary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additionalinformation. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary isa criminal offense. (1)The initial public offering price is $4.00 per Ordinary Share.(2)The underwriters will receive compensation in addition to the discounts. For a description of compensation payable to theunderwriters, see “Underwriting” beginning on page 115.(3)Does not include a non-accountable expense allowance equal to 1% of the proceeds from the sale of the Shares, payable to theunderwriters, or the reimbursement of certain expenses of the underwriters. We have agreed to issue, on the closing date of thisoffering, the underwriters’ warrants to the representative of the underwriters, Network1 Financial Securities, Inc., to purchase anamount equal to 6% of the aggregate number of Ordinary Shares sold by us in this offering. These underwriters’ warrants will beexercisable at any time after the effective date of the registration statement of which this prospectus forms a part at a price equal to125% of the public offering price of the Ordinary Shares set forth on the cover page of this prospectus, may be exercisedimmediately on a cashless basis, and will expire five years from the commencement of sales of the offering. For a description ofother terms of compensation to be received by the underwriters, see “Underwriting” beginning on page 115. We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $1,000,000, exclusive of the above discounts. These payments will further reduceproceeds available to us before expenses. See “Underwriting.” This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of theshares if any such shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this offering to purchase up to 15% of the total number of our Shares to be offered by us pursuant to this offering(excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offeringprice less the underwriting discounts. If we complete this offering, net proceeds will be delivered to us on the closing date. The underwriters expect to deliver the shares to purchasers against payment on March 10, 2025. Prospectus dated March 6, 2025 Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING12SUMMARY FINANCIAL INFORMATION13RISK FACTORS17SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS36USE OF PROCEEDS37DIVIDEND POLICY39CAPITALIZATION40DILUTION41SELECTED COMBINED FINANCIAL AND OPERATING DATA42MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS45INDUSTRY OVERVIEW51OUR CORPORATE STRUCTURE AND HISTORY54BUSINESS56REGULATIONS82MANAGEMENT86PRINCIPAL SHAREHOLDERS94RELATED PARTY TRANSACTIONS95DESCRIPTION OF SHARE CAPITAL AND GOVERNING DOCUMENTS97SHARES ELIGIBLE FOR FUTURE SALE107TAXATION109UNDERWRITING115EXPENSES OF T