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

CONCORDE INTERNATIONAL GROUP LTD1,250,000 ClassA Ordinary Shares This is the initial public offering of our ClassA Ordinary Shares, par value $0.00001 per share. We are offering1,250,000ClassA Ordinary Shares atan initial public offering price of $4.00per share. Prior to this offering, there has been no public market for our ClassA Ordinary Shares. In connection with this offering, we have received theapproval letter from The Nasdaq Stock Market LLC (“Nasdaq”) to list our ClassA Ordinary Shares on the Nasdaq Capital Market under the tradingsymbol “CIGL”. Our ClassA Ordinary Shares will commence trading on April 22, 2025. We have two classes of authorized Ordinary Shares, ClassA Ordinary Shares and ClassB Ordinary Shares. The rights of the holders of ClassAOrdinary Shares and ClassB Ordinary Shares are identical, except with respect to voting and conversion. The ClassA Ordinary Shares generally votetogether with the ClassB Ordinary Shares as a group, unless otherwise prohibited by law. Each ClassA Ordinary Share is entitled to one vote. EachClassB Ordinary Share is entitled to one hundred votes and is convertible into one ClassA Ordinary Share. As of the date of this prospectus, ourfounders, the holders of our outstanding ClassB Ordinary Shares, held 100% of the voting power of our outstanding share capital and are thereforeour controlling shareholders. Following this offering, taking into consideration the ClassA Ordinary Shares to be offered hereby, even if 100% ofsuch shares are sold, our Chief Executive Officer, will retain controlling voting power in the Company based on having approximately97.57% of allvoting rights. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Actof2012, and as such, have elected to complywith certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Beingan Emerging Growth Company.” We are a “foreign private issuer” as defined under the U.S.federal securities laws and, as such, may elect to comply with certain reduced publiccompany reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being a Foreign Private Issuer.” We will meet the definition of a “controlled company” under the rules of the Nasdaq Capital Market, immediately after consummation of this offeringand we expect to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the rules of the Nasdaq CapitalMarket. See “Risk Factors—Risks Related to This Offering and Ownership of Our ClassA Ordinary Shares.” We will be a “controlled company” asdefined in Nasdaq listing rules because more than 50% of our voting power will be held by Mr. Swee Kheng Chua after the closing of this offering.As a “controlled company,” we are exempt by Nasdaq listing rules from certain corporate governance requirements. Accordingly, you may not havethe same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq CapitalMarket. See “Prospectus Summary—Implications of Being a Controlled Company.” Investing in our ClassA Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for adiscussion of information that should be considered in connection with an investment in our ClassA Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Initial public offering price (1)We have agreed to pay the underwriters a discount equal to 7.5% of the gross proceeds of the offering. Underwriting discounts and commissionsdo not include a non-accountable expense allowance equal to 1% of the initial public offering price payable to the underwriters. For other feesand expenses payable to the underwriters, we refer you to “Underwriting” beginning on page103 for additional information regardingunderwriters’ compensation. We have granted a 45-day option to the representative of the underwriters to purchase up to an additional 187,500 ClassA Ordinary Shares at thepublic offering price less the underwriting discount and commissions. The underwriters expect to deliver the ClassA Ordinary Shares to purchasers on or about April 23, 2025. The date of this prospectus is April 21, 2025 TABLEOF CONTENTS PageProspectus Summary1Summary Consolidated Financial Information12Risk Factors13Special Note Regarding Forward-Looking Statements31Use of Proceeds32Dividend Policy33Capitalization34Dilution35Management’s Discussion and Analysis of Financial Condition and Results of Operations36Corporate History and Structure60Industry62Business63Regulations of Our Industry71Management73Principal Shareholders80Related Party Transactions81Description of Share Capi