WF Holding Ltd美股招股说明书(2025-03-28版)

2,000,000 Ordinary Shares This is the initial public offering of our ordinary shares, par value $0.00005 per share. We are offering 2,000,000 ordinary shares at aninitial public offering price of $4.00 per share. Prior to this offering, there was no public market for our ordinary shares. In connection with this offering, we received approval to listour ordinary shares on The Nasdaq Capital Market under the symbol “WFF.” Our ordinary shares will commence trading on March27, 2025. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “ProspectusSummary—Implications of Being an Emerging Growth Company.” Upon the closing of this offering, Lew Capital Private Limited, or Lew Capital, a company that Chee Hoong Lew, our Chief ExecutiveOfficer, is a director, will own approximately 63.54% of our outstanding ordinary shares (or approximately 62.79% if the underwritersexercise the over-allotment option in full) and we will meet the definition of a “controlled company” under the corporate governancestandards for Nasdaq listed companies. As a “controlled company,” we will be eligible to utilize certain exemptions from the corporategovernance requirements of the Nasdaq Stock Market although we do not intend to avail ourselves of these exemptions. See“Prospectus Summary—Implications of Being a Controlled Company.” Investing in our ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read thediscussion of the material risks of investing in our ordinary shares under the heading “Risk Factors” beginning onpage10 ofthis prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotalAssumed initial public offering price$4.00$8,000,000Underwriting discounts and commissions(1)$0.30$600,000Proceeds to us, before expenses(2)$3.70$7,400,000 (1)Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to DominariSecurities LLC, the representative of the underwriters. See “Underwriting” for a complete description of the compensationarrangements. (2)We estimate the total expenses payable by us, excluding the underwriting discount and non-accountable expense allowance, willbe approximately $1,100,000. We have granted the underwriters an option, exercisable for 45 days from the date of the closing of this offering, to purchase up to anadditional 300,000 ordinary shares on the same terms as the other shares being purchased by the underwriters from us to cover over-allotments. Pursuant to a separate resale prospectus included in the registration statement of which this prospectus forms a part, we are alsoregistering 2,000,000 ordinary shares for resale by certain selling shareholders. No sales of the ordinary shares covered by the resaleprospectus shall occur until the ordinary shares sold in our initial public offering begin trading on the Nasdaq Capital Market. Onceour ordinary shares are listed on Nasdaq and begin trading and the initial public offering as set forth in this initial public offeringprospectus is completed, the selling shareholders may sell their shares from time to time at the market price prevailing on The NasdaqCapital Market at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or acombination of such methods of sale directly or through brokers. Please see “Risk Factors—Risks Related to this Offering andOwnership of Our Ordinary Shares” for certain risks related to the concurrent registration of shares in the resale offering. The underwriters expect to deliver the ordinary shares to purchasers in this offering on or about March 28, 2025. The date of this prospectus is March 26, 2025 TABLE OF CONTENTS PageProspectus Summary1Risk Factors10Cautionary Statement Regarding Forward-Looking Statements26Use of Proceeds27Dividend Policy27Capitalization28Dilution29Management’s Discussion and Analysis of Financial Condition and Results of Operations30Industry41Business43Management58Principal Shareholders63Related Party Transactions64Description of Share Capital66Shares Eligible for Future Sale75Material Tax Considerations76Enforceability of Civil Liabilities81Underwriting83Expenses Related to this Offering87Legal Matters88Experts88Where You Can Find More Information88Financial StatementsF-1 Through and including April 20, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in thesesecurities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to adealer’s obligation to d