707 Cayman Holdings Ltd美股招股说明书(2025-06-10版)

2,500,000 Ordinary Shares This prospectus relates to the resale offering of 989,800 Ordinary Shares held by Expert Core Enterprises Limited, 989,800 Ordinary Shares held by Harmony Prime Limited,929,200 Ordinary Shares held by Goldstone Capital Limited and 929,200 Ordinary Shares held by Long Vehicle Capital Limited (collectively the “Resale Shareholders”). Wewill not receive any of the proceeds from the sale of Ordinary Shares by any of the Resale Shareholders. The 3,838,000 Ordinary Shares are being offered for sale by the Resale Shareholders only after the 2,500,000 Ordinary Shares are sold pursuant to a prospectus issued inconnection with our initial public offering (the “IPO”), which prospectus may be referred to herein as the Public Offering Prospectus. Any Ordinary Shares sold by the ResaleShareholders in this resale offering (the “Offering”) will occur at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may beeffected in one or more transactions that may take place in ordinary brokers’ transactions or privately negotiated transactions or through sales to one or more dealers for resale ofsuch securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholders. The underwriter will not receive any compensation from the sale of the Ordinary Shares by the Resale Shareholders. The Resale Shareholders will receive all of the net proceedsfrom the sales of Ordinary Shares offered by it under this prospectus. We have agreed to bear the expenses relating to the registration of the Ordinary Shares for the ResaleShareholders. The Ordinary Shares being offered by us pursuant to the Public Offering Prospectus were listed at US$4.00, which is the public offering price of the Ordinary Shares we areselling in our IPO. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected inone 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 suchsecurities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholders. No sales of the shares covered bythis prospectus shall occur until the Ordinary Shares sold in our IPO begin trading on the Nasdaq. On June 9, 2025, a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the IPO was declared effective by the U.S.Securities and Exchange Commission (the “SEC”) and our Ordinary Shares began trading on June 9 2025. We expect to receive approximately $5.2 million in net proceeds fromthe IPO after payment of underwriting discounts and commissions and estimated expenses of the IPO. Concurrent with the IPO, our Ordinary Shares were listed on the Nasdaq Capital Market under the symbol “JEM.” Investing in our Ordinary Shares involves a high degree of risk. See the section entitled “Risk Factors” starting on page 11 of this prospectus for a discussion ofinformation that should be considered before making a decision to purchase our Ordinary Shares. We were incorporated in the Cayman Islands on February 2, 2024, as a holding company of our business, which, upon the restructuring as described below, will be primarilyoperated through our wholly-owned subsidiary, 707IL. Our Company is not a Chinese or Hong Kong operating company but a Cayman Islands holding company with operationsconducted by our subsidiary in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong” or “HK”). As a holding company with nomaterial operations of our own, upon completion of the restructuring, we will conduct our operations solely through our HK-incorporated wholly-owned subsidiary, 707IL. We are not, and our subsidiary 707IL is not, a Chinese operating company. You are investing in Ordinary Shares of our Company, the Cayman Islands holding company. Investors of our Ordinary Shares are not purchasing and may never directly holdequity interests in 707IL. Such a structure involves unique risks to investors in this Offering. Chinese regulatory authorities could disallow this structure, which would likelyresult in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of suchsecurities to significantly decline or become worthless. There are number of other risks associated with the fact that our operating company is in Hong Kong. For a detaileddescription of such risks, see“Risks Relating to Doing Businessin Hong Kong” on page 18 of this prospectus. We do not expect to be subject to the cybersecurity review by the China Securities Regulatory Commission (“CSRC”) and the Cyberspace Administration of China(“CAC”)