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

OMS Energy Technologies Inc. 3,703,704 Ordinary Shares This is the initial public offering of our Ordinary Shares, US$0.0001 par value per share (the “OrdinaryShares”). We are offering, on a firm commitment basis, 3,703,704 Ordinary Shares. The initial public offeringprice of the Ordinary Shares is US$9.00 per Ordinary Share. Prior to this offering, there has been no public market for our Ordinary Shares. We have received the approvalletter from the Nasdaq Stock Market LLC (“Nasdaq”) to list our Ordinary Shares on the Nasdaq Capital Marketunder the symbol “OMSE”. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Investing in our Ordinary Shares is speculative and involves a high degree of risk, including the risk oflosing your entire investment.See Risk Factorsbeginning on page 14to read about factors you shouldcarefully consider before buying our Ordinary Shares. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federalsecurities laws and, as such, are eligible for reduced public company reporting requirements. Please see“Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer”beginning on page 11 of this prospectus for more information. We are a holding company that is incorporated in the Cayman Islands. As a holding company with nooperations, we conduct all of our operations through our indirect subsidiaries in Singapore, Malaysia, Brunei,Saudi Arabia, Thailand and Indonesia. The Ordinary Shares offered in this offering are shares of the holdingcompany that is incorporated in the Cayman Islands.Investors of our Ordinary Shares should be aware thatthey do not directly hold equity interests in the Singaporean, Malaysian, Indonesian, Saudi Arabian,Bruneian or Thai entities (the “Subsidiaries”), but rather are purchasing equity solely in OMS EnergyTechnologies Inc., our Cayman Islands holding company, which indirectly owns equity interests in theSubsidiaries. Upon completion of this offering, our issued and outstanding shares will consist of 42,448,704 OrdinaryShares. We will be a controlled company as defined under the Nasdaq Stock Market Rules because,immediately after the completion of this offering, Mr. How Meng Hock, (as defined herein), our controllingshareholder, will own approximately 61.78% of our total issued and outstanding Ordinary Shares, representingapproximately 61.78% of the total voting power. After this offering, Mr. How Meng Hock will control shares representing more than 50% of the total votingpower of our shares. As a result, this concentrated control may limit or preclude your ability to influencecorporatemattersfortheforeseeablefuture,includingtheelectionofdirectors,amendmentsofourorganizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or othermajor corporate transaction requiring shareholder approval. In addition, this may have anti-takeover effects andmay prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel arein 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 this offering. Theunderwriting discount is reduced in connection with proceeds from any sales of the shares to certain of our existingshareholders, including entities affiliated with them. We have also agreed to issue, on the closing date of thisoffering, warrants, or the representative’s warrants, to Roth Capital Partners, LLC, as the representative of theunderwriters, or the representative, in an amount equal to 2.5% of the aggregate number of Ordinary Shares sold byus in this offering, including any shares issued pursuant to exercise of the underwriters’ over-allotment option. For adescription of the compensation to be received by the underwriters, see “Underwriting” beginning on page 159. Table of Contents If we complete this offering, net proceeds will be delivered to us on the closing date. The underwriters have the option to purchase up to an additional 555,556 Ordinary Shares from us at the initialpublic offering price less the underwriting discounts, to cover any over-allotments. The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about May 14,2025 through the book-entry facilities of The Depository Trust Company. You should not assume that the information contained in the registration statement to which this prospectus is apart is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus orof any sale of the Ordinary Shares being registered in the registration statement of which this prospectus formsa part. No dealer, salesperson or any other pers