南湾控股有限公司美股招股说明书(2025-05-20版)

5,942,233 Shares of Common Stock The selling stockholders named in this prospectus (including their pledgees, donees, transferees, assignees, successors andother permitted transferees) (the “Selling Stockholders”) may use this prospectus to offer and resell from time to time up to 5,942,233shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), consisting of up to (i) 3,396,233 shares ofCommon Stock issued to Frank S. Renda in a private placement that closed on December27, 2024 (the “Private Placement”); (ii)2,215,664 shares of Common Stock issued to Rudy V. Renda in the Private Placement; (iii) 219,002 shares of Common Stock issued toTim Winn in the Private Placement; (iv) 111,334 shares of Common Stock that were issued to Cody Gallarda upon the vesting ofcertain Restricted Stock Units (“RSUs”). A portion of the Shares issued pursuant to certain RSUs were issued under Southland We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus,including all registration and filing fees, NYSE American, LLC listing fees and fees and expenses of our counsel and our independentregistered public accounting firm. The Selling Stockholders will pay any underwriting discounts and commissions and expenses We are registering the Shares in order to permit the Selling Stockholders to offer the Shares for resale from time to time. Ourregistration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the sharesof Common Stock. The Selling Stockholders or their permitted transferees may offer, sell or distribute all or a portion of their shares of You should carefully read this prospectus and any prospectus supplement or amendment, as well as the documentsincorporated by reference in this prospectus, before you invest in our securities. Our Common Stock and our warrants are listed on the NYSE American LLC (“NYSE”) under the symbols “SLND” and“SLND WS” respectively. On May 13, 2025, the closing price of our Common Stock was $3.70 and the closing price for our Warrants We are an “emerging growth company” under federal securities laws and are subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risks. See the section titled “Risk Factors”beginning on page 2 ofthis prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus to Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is May14, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process.Under this shelf registration process, the Selling Stockholders may, from time to time, issue, offer and sell, as applicable, anycombination of the securities described in this prospectus in one or more offerings from time to time through any means described inthe section titled “Plan of Distribution.” More specific terms of any securities that the Selling Stockholders offer and sell may be A prospectus supplement may also add, update or change information contained in this prospectus or in the documents thatwe have incorporated by reference into this prospectus. Any statement contained in this prospectus will be deemed to be modified orsuperseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies orsupersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, andany statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the informationcontained in this prospectus, including any information incorporated by reference, any applicable prospectus supplement or any related Neither we nor the Selling Stockholders have authorized anyone to provide any information or to make any representationsother than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we haveprepared or authorized. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only undercircumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give anyinformation or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writingprospectus. This prospectus is not an offer to sell securities, and it