Pinnacle Food Group Ltd-A美股招股说明书(2025-04-21版)

Pinnacle Food Group Limited 1,800,000ClassACommon Shares Thisis the initial public offering of the ClassACommon Shares of PinnacleFoodGroup Limited.We are offering 1,800,000 ClassACommon Shares,par value ofUS$0.00005 per share. Prior to this offering, there has been no public market for ourClassA Common Shares.Our Class A Common Shares have been approved for listing onthe Nasdaq Capital Market under the symbol “PFAI.” We are both an “emerging growthcompany”anda“foreignprivateissuer”asdefinedundertheapplicableU.S.federal securities laws and,as such,may elect to comply with certain reducedpubliccompany reporting requirements for this and future filings.See“ProspectusSummary—Implicationsof Being an Emerging Growth Company”and“ProspectusSummary—Implications of Being a Foreign Private Issuer.” Ourissued and outstanding share capital consists of both ClassAand Class BCommonShares.Prior to this offering,we had 2,205,000 issued and outstandingClassACommon Shares and 7,695,000 issued and outstanding ClassBCommon Shares.Holders of our ClassA Common Shares and Class B Common Shares have the same rightsexcept for voting and conversion rights. Each holder of our ClassA Common Shares isentitledto one(1)vote per share.Each holder of our ClassBCommon Shares isentitled to five (5)votes per share. Our Class A Common Shares and Class B CommonSharesvote together as a single class on all matters submitted to a vote of ourshareholders,except as may otherwise be required by law.Our Class B Common Sharesareconvertible at any time into ClassACommon Shares on a one-for-one basis.ClassACommon Shares are not convertible into ClassBCommon Shares under anycircumstance. OurClassBCommon Shares constitute approximately 77.73%of our total issuedandoutstanding share capital immediately before the completion of this offering andwillhave approximately 90.57%of the aggregate voting power of our total issued andoutstanding share capital immediately after the completion of this offering, assumingthatthe underwriters do not exercise their over-allotment option to purchaseadditionalClass A Common Shares.As a result of the dual-class share structure andtheconcentration of ownership,holders of our Class B Common Shares will havecontrolover corporate matters requiring shareholder approval,such as election ofdirectors,amendmentofconstitutionaldocumentsincludingourmemorandumandarticlesof association,and significant corporate transactions.Such holders maytakeactions that are not in the best interest of our company or other shareholders.See“Risk Factors—RisksRelated to Our Class A Common Shares and ThisOffering—Ourdual-class voting structure will limit your ability to influencecorporatematters requiring shareholder approval,and could discourage others frompursuing any change of control transactions that holders of our Class A Common Sharesmay view as beneficial.” Ms.Jin Yang Zhao,who is the daughter of Li Xia Du,our Chairman of the Board,beneficiallyowns 60.61%of our total issued and outstanding Class A and Class BCommonShares in the aggregate,representing 73.75%of total voting power before theoffering.Upon completion of this offering,Ms.Zhao will beneficially own 51.28%ofourtotal issued and outstanding common shares,representing 70.62%of our totalvotingpower,assuming that the underwriters do not exercise their over-allotmentoptionto purchase additional Class A Common Shares.As such,we will be a“controlled company” as defined under the Nasdaq rules. Although we do not intend torely on the “controlled company” exemption under the Nasdaq listing rules, we couldelectto rely on this exemption in the future.If we elect to rely on the“controlled company” exemption, a majority of the members of our board of directorsmightnot be independent directors and our nominating and corporate governance andcompensationcommittees might not consist entirely of independent directors.See“RiskFactors— Risks Related to Our Class A Common Shares and This Offering— Wequalifyas a“controlled company” within the meaning of the Nasdaq rules and,as aresult,may rely on exemptions from certain corporate governance requirements thatprovide protection to shareholders of other companies.” Investingin our ClassACommon Shares involves a high degree of risk.See“Risk Factors” beginning on page 13. Table of Contents Neitherthe Securities and Exchange Commission nor any other regulatorybodyhas approved or disapproved of these securities or passed upon theadequacyor accuracy of this prospectus.Any representation to the contraryisa criminal offense. WearenotlicensedtoconductinvestmentbusinessintheCaymanIslandsby the Cayman Islands Monetary Authority and this prospectus doesnotconstitute an offer to members of the public of our ClassACommonShares,whether by way of sale or subscription,in the Cayman Islands.OurClassACommon Shares have not been offered or sold,will not be offeredorsold and no invitation to subscribe for our ClassACommon Shares willbemade,directly or indirectly,to members of t