Cuprina Holdings (Cayman) Ltd-A美股招股说明书(2025-04-10版)

PROSPECTUS 3,000,000Class A Ordinary Shares Cuprina Holdings (Cayman) Limited This is the initial public offering of 3,000,000 Class A Ordinary Shares, par value of US$0.001 per share, of Cuprina Holdings (Cayman) Limited, a Cayman Islands exempted company, or theCompany. The initial public offering price is US$4.00. Prior to this offering, there has been no public market for our Class A Ordinary Shares. Our Class A Ordinary Shares has been approved for listing under the symbol “CUPR” on Nasdaq Capital Immediately prior to the completion of this offering, we will have 3,915,000 Class A Ordinary Shares and 14,085,000 Class B Ordinary Shares issued and outstanding. Holders of Class A OrdinaryShares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to 10votes, and is convertible into one Class A Ordinary Share at any time at the option of the holder thereof on a one-for-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Sharesunder any circumstances. After this offering, we are a “controlled company” as defined under Nasdaq corporate governance rules because Cuprina Holding Pte. Ltd., holds more than 50% of theaggregate voting power of our total issued and outstanding share capital. Therefore, we will be able to rely on exemptions from certain corporate governance rules available to controlled companies. See“Management — Controlled Company Exemptions.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and are eligible for reduced public company reporting requirements. We are an exempted company incorporated in the Cayman Islands without any operations of its own. We conduct our operations in Singapore, Hong Kong, Saudi Arabia, Malaysia and mainlandChina through our operating subsidiaries. The Class A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands as an exempted companywith limited liability. Investors of our Class A Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries. You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information,” carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered inconnection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Proceeds, before expenses, to us (1) Initial public offering price per share is US$4.00. (2) For a description of compensation payable to the underwriters, see “Underwriting.” In addition to the underwriting discounts listed above, we have agreed to issue warrants (the “Representative’sWarrants”) to R. F. Lafferty & Co., Inc. to purchase a number of Class A Ordinary Shares equal to 5% of the total number of Class A Ordinary Shares sold in this offering. Such warrants shall have anexercise price equal to 125% of the offering price of the Class A Ordinary Shares sold in this offering. The Representative’s Warrants may be purchased in cash, or via cashless exercise (if at the time ofexercise there is no effective registration statement registering or the prospectus contained therein is not available for the issuance of the shares underlying the Representative’s Warrants), are exercisableone hundred and eighty (180) days after the commencement of the sales of this offering, and will be terminated five years thereafter. The underwriters have an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of 450,000 additional Class A Ordinary Shares at the initial publicoffering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments. The underwriters expect to deliver Class A Ordinary Shares against payment in U.S. dollars, on or about April 11, 2025. R. F. Lafferty & Co., Inc. PROSPECTUS DATED April 10, 2025. TABLE OF CONTENTS PageProspectus Summary3The Offering11Summary Consolidated Financial and Operating Data12Risk Factors16Special Note Regarding Forward-Looking Statements and Industry Data49Use of Proceeds50Dividend Policy51Capitalization52Dilution53Enforceability of Civil Liabilities54Corporate History and Structure55Selected Consolidated Financial and Operating Data57Management’s Discussion and Analysis of Financial Condition and Results of Operations61Market and Industry Data80Business81Regulation111Management136Principal Shareholders142Related Party Tran