Energys Group Ltd美股招股说明书(2025-04-24版)

2,000,000 Ordinary Shares This prospectus relates to the resale of an aggregate of 2,000,000 Ordinary Shares held by the Selling Shareholders named in this prospectus.We will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholders. The Selling Shareholders may offer Ordinary Shares for sale concurrently with our initial public offering or at any time, or from time totime, thereafter. Any sales of shares by the Selling Shareholders pursuant to this prospectus will take place at prevailing market prices or at privatelynegotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customaryor specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders. On March 31, 2025, a registration statement under the Securities Act with respect to our initial public offering of Ordinary Shares (the“IPO”) was declared effective by the Securities and Exchange Commission. We received approximately US$8,880,000 in net proceeds from theoffering (with no exercise of the over-allotment option granted to the underwriters of the IPO) after payment of underwriting discounts andcommissions and estimated expenses of the offering. Concurrent with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market under the symbol “ENGS.” We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to complywith certain reduced public company reporting requirements. An investment in our Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 11of the Public Offering Prospectus before you make your decision to invest in our Ordinary Shares. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is March 31, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPRESENTATION OF FINANCIAL INFORMATIONiiMARKET AND INDUSTRY DATAiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiDEFINITIONSivPROSPECTUS SUMMARY1RISK FACTORS11ENFORCEABILITY OF CIVIL LIABILITIES32USE OF PROCEEDS34DIVIDENDS AND DIVIDEND POLICY35SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA36MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS38HISTORY AND CORPORATE STRUCTURE54INDUSTRY REVIEW59BUSINESS67REGULATORY ENVIRONMENT95MANAGEMENT100PRINCIPAL SHAREHOLDERS109THE SELLING SHAREHOLDERS111RELATED PARTY TRANSACTIONS112DESCRIPTION OF SHARE CAPITAL112CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS117SHARES ELIGIBLE FOR FUTURE SALE122EXPENSES RELATED TO THE INITIAL PUBLIC OFFERING123MATERIAL TAX CONSIDERATIONS123PLAN OF DISTRIBUTION129LEGAL MATTERS129EXPERTS129WHERE YOU CAN FIND ADDITIONAL INFORMATION130INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until April 25, 2025 (the 25thday after the date of this prospectus), all dealers that effect transactions in these Ordinary Shares, whether ornot participating in our initial public offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver aprospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions. ABOUT THIS PROSPECTUS Neither we nor any of the underwriters of the IPO have authorized anyone to provide you with any information or to make anyrepresentations other than as contained in this prospectus or in any related free writing prospectus. Neither we nor the underwriters of the IPO takeresponsibility for, or provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell onlythe securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Ourbusiness, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the underwriters of the IPO have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of the Ordinary Shares and the distribution of this prospectus outside the United States. PRESENTATION OF F