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

3,000,000 Class 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, ofCuprina Holdings (Cayman) Limited, a Cayman Islands exempted company, or the Company. The initial publicoffering price is US$4.00. Prior to this offering, there has been no public market for our Class A Ordinary Shares. Our Class A OrdinaryShares has been approved for listing under the symbol “CUPR” on Nasdaq Capital Market. Immediately prior to the completion of this offering, we will have 3,915,000 Class A Ordinary Shares and14,085,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class BOrdinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share isentitled to one vote. Each Class B Ordinary Share is entitled to 10 votes, and is convertible into one Class AOrdinary Share at any time at the option of the holder thereof on a one-for-one basis. Class A Ordinary Shares arenot convertible into Class B Ordinary Shares under any circumstances. After this offering, we are a “controlledcompany” as defined under Nasdaq corporate governance rules because Cuprina Holding Pte. Ltd., holds more than50% of the aggregate voting power of our total issued and outstanding share capital. Therefore, we will be able torely 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, asamended, 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. Weconduct our operations in Singapore, Hong Kong, Saudi Arabia, Malaysia and mainland China through ouroperating subsidiaries. The Class A Ordinary Shares offered in this offering are shares of the holding company thatis incorporated in the Cayman Islands as an exempted company with limited liability. Investors of our Class AOrdinary 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 YouCan 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 thisprospectus for a discussion of information that should be considered in connection with an investment in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. (2) For a description of compensation payable to the underwriters, see “Underwriting.” In addition to theunderwriting discounts listed above, we have agreed to issue warrants (the “Representative’s Warrants”) to R. F.Lafferty & Co., Inc. to purchase a number of Class A Ordinary Shares equal to 5% of the total number of Class AOrdinary Shares sold in this offering. Such warrants shall have an exercise price equal to 125% of the offering priceof the Class A Ordinary Shares sold in this offering. The Representative’s Warrants may be purchased in cash, or viacashless exercise (if at the time of exercise there is no effective registration statement registering or the prospectuscontained therein is not available for the issuance of the shares underlying the Representative’s Warrants), areexercisable one hundred and eighty (180) days after the commencement of the sales of this offering, and will beterminated five years thereafter. The underwriters have an option, exercisable for 45 days from the date of this prospectus, to purchase up toan aggregate of 450,000 additional Class A Ordinary Shares at the initial public offering price, less underwritingdiscounts 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 aboutApril 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 Transactions144Description of Share Capital146Shares Eligible for Future Sale158Taxation160Underwriting167Expenses o