一建筑美股招股说明书(2025-04-14版)

OneConstruction Group Limited This prospectus relates to the offer and resale, by the Selling Shareholders identified in this prospectus, of up to 2,250,000ordinary shares, par value US$0.0001 per ordinary share (“Ordinary Shares” or “Shares”), of OneConstruction Group Limited(“ONEG”), an exempted company incorporated in the Cayman Islands with limited liability. Our Ordinary Shares trade on the NasdaqStock Market under the symbol “ONEG” on December 31, 2024, the closing price of our Ordinary Shares was $4 per Share. The Selling Shareholders are identified in the table commencing on page 86 of this prospectus. The Selling Shareholders mayoffer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing marketprices. No underwriter or other person has been engaged to facilitate the sale of the Ordinary Shares in this offering. The SellingShareholders may be deemed underwriters of the Ordinary Shares that it is offering. We will not receive any of the proceeds from suchsales of the Ordinary Shares. We will bear all costs, expenses, and fees in connection with the registration of these securities, includingwith regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all commissions and discounts,if any, attributable to their sale of Ordinary Shares. See “Plan of Distribution” beginning on page 88. Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in Hong Kong ONEG is a holding company incorporated in the Cayman Islands with no material operations of its own, and we conduct ouroperations primarily in Hong Kong through our operating subsidiary, OneConstruction Engineering Projects Limited, a companyincorporated under the laws of Hong Kong with limited liability (“OneC Engineering”). References to the “Company,” “we,” “us,” and“our” in the prospectus are to ONEG, the Cayman Islands entity that issued the Ordinary Shares being offered. References to “OneCEngineering” are to OneConstruction Engineering Projects Limited, the entity operating the business. This is an offering of theOrdinary Shares of ONEG, the holding company in the Cayman Islands, instead of the shares of the operating subsidiary. Investors inthis 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, youshould carefully read the discussion of material risks of investing in our Ordinary Shares in “Risk Factors” beginning on page17 of this prospectus. We are a “controlled company” as defined under the Nasdaq Listing Rules, because our Controlling Shareholder owns a total of9,000,000 our issued and outstanding Ordinary Shares, representing approximately 69.23% of the total voting power. As a result, ourControlling Shareholder can control the outcome of matters submitted to the shareholders for approval. Additionally, we may elect totake advantage of certain exemptions from certain corporate governance requirements that could adversely affect our publicshareholders. Please see “Implications of Being a Controlled Company” beginning on page 13 for more information. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and are,therefore, eligible for reduced public company reporting requirements. Please read “Implications of Being an Emerging GrowthCompany and a Foreign Private Issuer” beginning on page 13 for more information. 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, we may be subject to unique risks due to uncertainty of the interpretation and the application of PRClaws and regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion overthe manner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the currentPRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in thisregard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they mayintervene in or influence our operations. Such governmental actions: ●could result in a material change in our operations and/or the value of our securities;●could significantly limit or completely hinder our ability to continue our operations;●could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and●may cause the value of our securities to significantly decline or be worthless. We are aware that rece