Kandal M Venture Ltd-A美股招股说明书(2025-06-25版)

Kandal M Venture Limited Thisis the initial public offering of the ClassAOrdinary Shares,par valueUS$0.00001per share of Kandal M Venture Limited.We are offering 2,000,000representingapproximately 11.11%of the issued and outstanding ordinary shares,parvalueUS$0.00001 per share,respectively,of KMV after the IPO and the sale of ourClassA Ordinary Shares by the Resale Shareholder pursuant to the Resale Prospectus,assumingthe underwriters do not exercise their over-allotment option.Following theoffering, 16.67% of the issued and outstanding Ordinary Shares will be held by publicshareholders, assuming the underwriters do not exercise their over-allotment option. Thisregistration statement also contains a resale prospectus,pursuant to whichtheResale Shareholder is offering 1,000,000 Class A Ordinary Shares,or the ResaleOffering,to be sold in one or more transactions that may take place in ordinarybrokers’ transactions,privately negotiated transactions or through sales to one ormoredealers for resale of such securities as principals after the trading of ourOrdinaryShares on the Nasdaq begins.We will not receive any proceeds from the saleofthe Class A Ordinary Shares to be sold by the Resale Shareholder.No sales of theClassA Ordinary Shares covered by the Resale Prospectus shall occur until theOrdinary Shares sold in our IPO begin trading on the Nasdaq. TheClass A Ordinary Shares registered for resale as part of the ResaleProspectus,once registered,will constitute a considerable percentage of our publicfloat.The sales of a substantial number of registered shares could result in asignificantdecline in the public trading price of our Class A Ordinary Shares andcouldimpair our ability to raise capital through the sale or issuance of additionalClass A Ordinary Shares. We are unable to predict the effect that such sales may haveon the prevailing market price of our Class A Ordinary Shares. Despite such a declineinthe public trading price,the Resale Shareholder may still experience a positiverateof return on the Ordinary Shares due to the lower price that it purchased theOrdinaryShares compared to other public investors and may be incentivized to sellitsClass A Ordinary Shares when others are not.See“Risk Factors—The futuresalesof Ordinary Shares by existing shareholders,including the sales pursuant totheResale Prospectus,may adversely affect the market price of our OrdinaryShares.” Prior to this offering, there has been no public market for our ClassA OrdinaryShares.The offering price of our ClassAOrdinary Shares in this offering is US$4pershare.Our Class A Ordinary Shares have been approved for listing on the NasdaqCapital Market, or Nasdaq, under the symbol “FMFC”. No sales of the Class A OrdinaryShares covered by the Resale Prospectus shall occur until the Ordinary Shares sold inour IPO begin trading on the Nasdaq. Wehave a dual-class voting structure consisting of Class A Ordinary Shares andClass B Ordinary Shares. Based on our dual-class voting structure, holders of Class AOrdinaryShares will be entitled to one(1)vote per share in respect of mattersrequiring the votes of shareholders, while holders of Class B Ordinary Shares will beentitledto twenty(20)votes per share.Due to the disparate voting powersassociatedwith our two classes of ordinary shares,DMD Venture Limited,ourcontrollingshareholder(the“Controlling Shareholder”)will beneficially ownapproximately88.75%of the aggregate voting power of our Company immediately aftertheIPO and the sale of our Class A Ordinary Shares by the Resale Shareholderpursuantto the Resale Prospectus,assuming that the underwriters do not exercisetheirover-allotment option.See“Risk Factors—RisksRelated to our Class AOrdinaryShares—Ourdual-class voting structure will limit your ability toinfluencecorporate matters and could discourage others from pursuing any change ofcontroltransactions that holders of our Class A Ordinary Shares may view asbeneficial.” Wewill be a“controlled company”as defined under the Nasdaq Stock MarketRulesbecause,immediately after the IPO and the sale of our Class A Ordinary Sharesbythe Resale Shareholder pursuant to the Resale Prospectus,our ControllingShareholder,will own 6,560,000 ClassAOrdinary Shares and 3,000,000 ClassBOrdinary Shares, being 53.11% of our total issued and outstanding Ordinary Shares andrepresentingapproximately 88.75%of the total voting power,assuming that the underwriters do not exercise their over-allotment option, and may have the ability todeterminematters requiring approval by shareholders.As a result,our ControllingShareholder will have the ability to control the outcome of certain matters submittedto shareholders for approval through its controlling ownership of the Company, Table of Contents such as the election of directors, amendments to our organizational documents and anymerger,consolidation,sale of all or substantially all of our assets or other majorcorporate transactions. See “Risk Factors—Risks Related to our Class