钧御工程美股招股说明书(2025-03-27版)

Primega Group Holdings Limited This prospectus relates to the offer and resale, by the Selling Shareholder identified in this prospectus, of up to 13,464,000 ordinary shares, par value US$0.00005per ordinary share (“Ordinary Shares” or “Shares”), of Primega Group Holdings Limited (“PGHL”), an exempted company incorporated in the Cayman Islands withlimited liability. Our Ordinary Shares trade on the Nasdaq Stock Market under the symbol “PGHL.” On March 13, 2025, the closing price of our Ordinary Shares was$0.6257 per Share. The Selling Shareholder is identified in the table commencing on page 62 of this prospectus. The Selling Shareholder may offer, sell or distribute all or a portion ofthe securities hereby registered publicly or through private transactions at prevailing market prices. No underwriter or other person has been engaged to facilitate thesale of the Ordinary Shares in this offering. The Selling Shareholder may be deemed underwriter of the Ordinary Shares that it is offering. We will not receive any of theproceeds from such sales of the Ordinary Shares. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regardto compliance with state securities or “blue sky” laws. The Selling Shareholder will bear all commissions and discounts, if any, attributable to his sale of OrdinaryShares. See “Plan of Distribution” beginning on page 63. Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in Hong Kong by its operating subsidiary. PGHL is a holding company incorporated in the Cayman Islands with no material operations of its own, and we conduct our operations primarily in Hong Kongthrough our operating subsidiary, Primega Construction Engineering Co. Limited. References to the “Company,” “we,” “us,” and “our” in the prospectus are to PGHL,the Cayman Islands entity that issued the Ordinary Shares being offered. References to “Primega Construction” are to Primega Construction Engineering Co. Limited,the entity operating the business. This is an offering of the Ordinary Shares of PGHL, the holding company in the Cayman Islands, instead of the shares of the operatingsubsidiary. Investors in this offering will not directly hold any equity interests in the operating subsidiary. Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read thediscussion of material risks of investing in our Ordinary Shares in “Risk Factors” beginning on page 20 of this prospectus. This prospectus incorporates byreference the 2024 20-F, including risk factors under “Item 3. Key Information – D. Risk Factors.” We are currently a “controlled company” as defined under the Nasdaq Listing Rules, because our Controlling Shareholder owns a total of 17,840,000 of our issuedand outstanding Ordinary Shares, representing approximately 67.58% of the total voting power. As a result, our Controlling Shareholder can control the outcome ofmatters submitted to the shareholders for approval. Additionally, we may elect to take advantage of certain exemptions from certain corporate governance requirementsthat could adversely affect our public shareholders. Please see “Implications of Being a Controlled Company” beginning on page 17 for more information. However,assuming the Controlling Shareholder sells all of the Ordinary Shares registered in this Offering, we will no longer be considered a “controlled company” under theNasdaq Listing Rules if no individual, group or other company possesses more than 50% of our voting power. To date, we have decided not to avail ourselves of“controlledcompany” exemptions from certain corporate governance requirements as permitted under Nasdaq Listing Rules and, therefore, we will have no additionalcorporate governance requirements with which to comply as a result of the loss of our “controlledcompany” status under Nasdaq Listing Rules. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and are, therefore, eligible for reduced publiccompany reporting requirements. Please read “Implications of Being an Emerging Growth Company and a Foreign Private Issuer” beginning on page 17 for moreinformation. Our operations are primarily located in Hong Kong, a Special Administrative Region of the People’s Republic of China (“China” or the “PRC”), and therefore, wemay be subject to unique risks due to uncertainty of the interpretation and the application of PRC laws and regulations. As of the date of this prospectus, we are notsubject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.We are also subject