Vantage Corp-A美股招股说明书(2025-06-13版)

This is the initial public offering of 3,250,000 Class A Ordinary Shares, par value US$0.001 per share, of Vantage Corp, a Cayman Islands exempted company incorporated with limited liability.Prior to this Offering, there has been no public market for our Class A Ordinary Shares (the “Shares”). The initial public offering price per share is US$4. Our Shares have been approved to list on theNYSE American under the symbol “VNTG.” Investing in the Shares involves risks. See section titled “Risk Factors” of this prospectus. Upon completion of this offering, we will have a dual class ordinary share structure. Our ordinary shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders ofClass A and Class B Ordinary Shares will have the same rights, including dividend rights, except that holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class BOrdinary Shares will be entitled to ten votes per share, and Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class AOrdinary Shares cannot be converted into Class B Ordinary Shares under any circumstances. Upon the transfer of any Class B Ordinary Share by a holder thereof to any person other than certainpermitted transferees or a change in beneficiary owner of such Class B Ordinary Shares, such Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share.See “Description of Share Capital—Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public companydisclosure requirements. See section titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information. Immediately after this offering, assuming an offering size as set forth above, our major shareholders (namely Ho Ying Keat Lowell, Andresian D’Rozario, Francis Junior James, Randy YongChoon Hong, and Quah Choong Hua (the “Major Shareholders”)) will collectively own approximately 65.15% of our outstanding shares (or 64.15% of our outstanding shares if the underwriters’ optionto purchase additional shares is exercised in full). The Major Shareholders have entered into an acting-in-concert deed pursuant to which they all agreed to vote consistently with each other in theexercise of all of their rights as shareholders of the Company. As a result, we expect to be a “controlled company” within the meaning of section 801 of the NYSE American LLC Company Guide. Forso long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the sameprotection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we currently do not intend to rely on the “controlled company” exemption underthe NYSE American Company Guide, we could elect to rely on this exemption after we complete this offering. See section titled “Prospectus Summary — Implications of Being a Controlled Company”. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense. (2)Does not include a non-accountable expense allowance of one percent of the gross proceeds of the offering payable to the underwriters, or the reimbursement of certain expenses of the underwriters.For a description of other terms of compensation to be received by the underwriters, see “Underwriting” beginning on page 98. (3)We expect our total cash expenses for this offering (including the accountable out-of-pocket expenses and the non-accountable expense allowance payable to the underwriters) to be approximately$1,421,250, exclusive of the above discounts. We have agreed to issue warrants to the underwriters to purchase up to an aggregate number of Ordinary Shares equal to 5% of the total number ofClass A Ordinary Shares sold in this offering, including with respect to any Ordinary Shares issued upon the exercise of the over-allotment option. Such warrants shall have an exercise price equal to125% of the initial public offering price of the Class A Ordinary Shares sold in this offering and shall be exercisable for a period of five years from the commencement of sales of this offering. Inaddition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or FINRA, as underwriting compensation. Thesepayments will further reduce proceeds available to us before expenses. See “Underwriting.” We expect our