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

Micropolis Holding Company We are offering3,875,000 ordinary shares, $0.0001 par value per share (“Ordinary Shares”). Priortothis offering,there has been no public market for our Ordinary Shares(the“Shares”).Theinitial public offering price per shareis$4.00. Our Shares have been approved to list on the NYSE American LLC, or NYSE American, under the symbol“MCRP.” MicropolisHolding Company is not an operating company but a Cayman Islands holding company withoperationsprimarily conducted by its subsidiary.Investors in our Ordinary Shares thus arepurchasing equity interest in a Cayman Islands holding company. Micropolis Holding Company directlyholdsequity interests in its subsidiary,and does not operate its business through variableinterest entities. As used in this prospectus, “we,” “us,” “our company,” or “our” refers toMicropolis Holding Company and when describing the financial results of Micropolis Holding Company,alsoincludes its subsidiary.This structure involves unique risks to investors.As a holdingcompany,we may rely on dividends from our subsidiary for our cash requirements,including anypayment of dividends to our shareholders. The ability of our subsidiary to pay dividends to us maybe restricted by the debt they incur on their own behalf or laws and regulations applicable to them. Investingin the shares involves risks.See section titled“Risk Factors”of thisprospectus,beginning on page 17. Weare both an“emerging growth company”and a“foreign private issuer”under applicableU.S.Securitiesand Exchange Commission rules and will be eligible for reduced public companydisclosurerequirements.See section titled“Prospectus Summary—Implicationsof Being an‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information. Neitherthe U.S.Securitiesand Exchange Commission nor any other regulatory bodyhasapproved or disapproved of these securities or passed upon the adequacy oraccuracyofthisprospectus.Anyrepresentationtothecontraryisacriminaloffense. (1)Theinitial public offering price is$4.00per Ordinary Share.(2)The underwriters will receive compensation in addition to the discounts. For a description of compensationpayable to the underwriters, see “Underwriting” beginning on page115.(3)Doesnot include a non-accountable expense allowance equal to 1%of the proceeds from the sale of theShares, payable to the underwriters, or the reimbursement of certain expenses of the underwriters. We haveagreed to issue, on the closing date of this offering, the underwriters’ warrants to the representativeofthe underwriters,Network1 Financial Securities,Inc.,to purchase an amount equal to 6%of theaggregatenumber of Ordinary Shares sold by us in this offering.These underwriters’warrants will beexercisableat any time after the effective date of the registration statement of which this prospectusforms a partat a price equal to 125% of the public offering price of the Ordinary Shares set forth on thecoverpage of this prospectus,may be exercised immediately on a cashless basis,and will expire fiveyears from the commencement of sales of the offering. For a description of other terms of compensation tobe received by the underwriters, see “Underwriting” beginning on page115. Weexpect our total cash expenses for this offering(including cash expenses payable to ourunderwritersfor their out-of-pocket expenses)to be approximately$1,000,000,exclusive of theabovediscounts.These payments will further reduce proceeds available to us before expenses.See“Underwriting.” This offering is being conducted on a firm commitment basis. The underwriters are obligated to takeandpay for all of the shares if any such shares are taken.We have granted the underwriters anoption for a period offorty-five(45)days after the closing of this offering to purchase up to15%of the total number of our Shares to be offered by us pursuant to this offering(excludingshares subject to this option), solely for the purpose of coveringover-allotments, at the initialpublicoffering price less the underwriting discounts.If we complete this offering,net proceedswill be delivered to us on the closing date. The underwriters expect to deliver the shares to purchasers against payment onMarch10, 2025. TABLEOF CONTENTS Forinvestors outside the UnitedStates:neither we nor the underwriters have doneanythingthat would permit this offering or possession or distribution of thisprospectusin any jurisdiction,other than the United States,where action for thatpurposeis required.Persons outside the UnitedStateswho come into possession ofthisprospectus must inform themselves about,and observe any restrictions relatingto,the offering of the shares and the distribution of this prospectus outside theUnitedStates. Neitherwe nor the underwriters have authorized anyone to provide you withanyinformation or to make any representations other than those containedinthis prospectus,any amendment or supplement to this prospectus,or inanyfree writing prospectus we have prepared,and n