Energys Group Ltd美股招股说明书(2025-04-02版)

2,250,000Ordinary Shares This is an initial public offering of our ordinary shares, US$0.0001 par value per share (the “Ordinary Shares”). We are offering on a firmcommitment basis 2,250,000 Ordinary Shares. The initial public offering price of the Ordinary Shares is US$4.50 per Ordinary Share. Prior to this offering, there has been no public market for our Ordinary Shares. Our Ordinary Shares have been approved for trading on TheNasdaq Capital Market under the symbol “ENGS.” In addition to the 2,250,000 Ordinary Shares being offered hereby, we have registered for resale 2,000,000 currently outstanding OrdinaryShares (the “Resale Shares”) that may be sold from time to time by the Selling Shareholders. Those 2,000,000 Ordinary Shares are not a part of thisoffering. The Selling Shareholders may offer Resale Shares for sale concurrently with this offering or at any time, or from time to time, thereafter.Any sales of Resale Shares by the Selling Shareholders until our Ordinary Shares are listed or quoted on an established public trading market willtake place at a price per share that is equal to the initial public offering price of the Ordinary Shares we are selling in our initial public offering.Thereafter, any sales will occur at prevailing market prices or at privately negotiated prices. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors”beginning on page 12to read about factors you should consider before buying our Ordinary Shares. Energys Group Limited is a holding company incorporated on July 5, 2022 in the Cayman Islands with no material operations of its own. Wehold a 100% equity interest in Energys Group Holding Limited (“EGHL”), incorporated on June 29, 2017 under the laws of the British VirginIslands. EGHL is a holding company and holds 100% of the equity interest in our Operating Subsidiaries. As a holding company with no materialoperations of our own, our end-to-end customized lighting solutions were developed and are provided through our Operating Subsidiaries.Investorsin this offering will not directly hold any equity interests in the Operating Subsidiaries. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, areeligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications ofBeing a Foreign Private Issuer” on page 9 of this prospectus for more information. Upon completion of this offering, our issued and outstanding shares will consist of 14,250,000 Ordinary Shares, assuming the underwritersdo not exercise their over-allotment option to purchase additional Ordinary Shares, or 14,587,500 Ordinary Shares, assuming the over-allotmentoption is exercised in full, and 2,575,250 shares of Series A convertible preferred stock (“Preferred Shares”). We will be a controlled company asdefined under Rule 5615(c) of the Listing Rules of The Nasdaq Stock Market because, immediately after the completion of this offering, MoongladeInvestment Limited (“Moonglade”), a holding company organized under the laws of the British Virgin Islands, which holds 80.4% of our OrdinaryShares prior to this offering and 4.2% of our issued and outstanding Preferred Shares, will hold 58.0% of the total voting power, assuming that theunderwriters do not exercise their over-allotment option, or 56.9% of the total voting power, assuming that the over-allotment option is exercised infull. See “Prospectus Summary - Implications of Being a Controlled Company,” on page 9 of this prospectus. Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory bodyhas approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary isa criminal offense. (1)The initial public offering price per share is US$4.50. (2)We have agreed to pay the underwriters a discount equal to 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriters. For a description of the othercompensation to be received by the underwriters, see “Underwriting” beginning on page 131. (3)Excludes fees and expenses payable to the underwriters and other expenses of this offering. The total amount of underwriters’ expensesrelated to this offering is set forth in the section titled “Expenses Related to This Offering” on page 125. (4)Assumes that the underwriters do not exercise any portion of their over-allotment option. We have granted the underwriters an option, exercisable from time to time in whole or in part, to purchase up to 337,500 additional OrdinaryShares from us at the initial public offering price, less underwriting discounts and commissions, within 45 days from the date o