OMS Energy Technologies Inc美股招股说明书(2025-05-14版)

OMS Energy Technologies Inc. 3,703,704Ordinary Shares Thisis the initial public offering of our Ordinary Shares,US$0.0001 par value pershare(the“Ordinary Shares”).We are offering,on a firm commitment basis,3,703,704Ordinary Shares.The initial public offering price of the Ordinary Sharesis US$9.00 per Ordinary Share. Priorto this offering,there has been no public market for our Ordinary Shares.Wehavereceived the approval letter from the Nasdaq Stock Market LLC(“Nasdaq”)tolist our Ordinary Shares on the Nasdaq Capital Market under the symbol “OMSE”. Neitherthe Securities and Exchange Commission nor any state securitiescommissionhas approved or disapproved of these securities or passed upontheadequacy or accuracy of this prospectus.Any representation to thecontraryis a criminal offense. Investingin our Ordinary Shares is speculative and involves a high degreeofrisk,including the risk of losing your entire investment.See RiskFactorsbeginning on page 14 to read about factors you should carefullyconsiderbefore buying our Ordinary Shares. Weare an“Emerging Growth Company”and a“Foreign Private Issuer”underapplicableU.S.federalsecurities laws and,as such,are eligible for reducedpublic company reporting requirements. Please see “Implications of Being an EmergingGrowthCompany”and“Implications of Being a Foreign Private Issuer”beginning onpage 11 of this prospectus for more information. Weare a holding company that is incorporated in the Cayman Islands.As a holdingcompanywith no operations,we conduct all of our operations through our indirectsubsidiariesin Singapore,Malaysia,Brunei,Saudi Arabia,Thailand and Indonesia.TheOrdinary Shares offered in this offering are shares of the holding company thatisincorporated in the Cayman Islands.Investors of our Ordinary Shares shouldbeawarethattheydonotdirectlyholdequityinterestsintheSingaporean,Malaysian,Indonesian,SaudiArabian,BruneianorThaientities(the“Subsidiaries”),but rather are purchasing equity solely inOMSEnergy Technologies Inc.,our Cayman Islands holding company,whichindirectlyowns equity interests in the Subsidiaries. Uponcompletion of this offering,our issued and outstanding shares will consist of42,448,704Ordinary Shares.We will be a controlled company as defined under theNasdaq Stock Market Rules because, immediately after the completion of this offering,Mr.HowMeng Hock,(as defined herein),our controlling shareholder,will ownapproximately61.78%ofourtotalissuedandoutstandingOrdinaryShares,representing approximately 61.78% of the total voting power. Afterthis offering,Mr.HowMeng Hock will control shares representing more than50%of the total voting power of our shares.As a result,this concentrated controlmay limit or preclude your ability to influence corporate matters for the foreseeablefuture,including the election of directors,amendments of our organizationaldocuments,and any merger,consolidation,sale of all or substantially all of ourassets,or other major corporate transaction requiring shareholder approval.Inaddition,thismayhaveanti-takeovereffectsandmaypreventordiscourageunsolicitedacquisition proposals or offers for our capital stock that you may feelare in your best interest as one of our shareholders. (1)We have agreed to pay the underwriters a discount equal to 7.5% of the gross proceeds of thisoffering.The underwriting discount is reduced in connection with proceeds from any sales oftheshares to certain of our existing shareholders,including entities affiliated with them.Wehave also agreed to issue,on the closing date of this offering,warrants,or therepresentative’swarrants,to Roth Capital Partners,LLC,as the representative of theunderwriters,or the representative,in an amount equal to 2.5%of the aggregate number ofOrdinary Shares sold by us in this offering, including any shares issued pursuant to exerciseofthe underwriters’over-allotment option.For a description of the compensation to bereceived by the underwriters, see “Underwriting” beginning on page 159. Table of Contents Ifwe complete this offering,net proceeds will be delivered to us on the closingdate. Theunderwriters have the option to purchase up to an additional 555,556 OrdinarySharesfrom us at the initial public offering price less the underwriting discounts,to cover any over-allotments. Theunderwriters expect to deliver the Ordinary Shares to the purchasers againstpaymenton or about May 14,2025 through the book-entry facilities of The DepositoryTrust Company. You should not assume that the information contained in the registration statement towhichthis prospectus is a part is accurate as of any date other than the datehereof,regardless of the time of delivery of this prospectus or of any sale of theOrdinaryShares being registered in the registration statement of which thisprospectus forms a part. Nodealer,salesperson or any other person is authorized to give any information ormakeany representations in connection with this offering other than those containedin this prospectus an