Empro Group Inc美股招股说明书(2025-07-02版)

EMPRO GROUP INC This is an initial public offering of our ordinary shares, par value $0.0001 (“Ordinary Shares”). Prior to this offering, there has been no public market for our OrdinaryShares. The initial public offering price of our Ordinary Shares is $4.00 per share. We have received the approval from Nasdaq to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “EMPG.” Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 12 toread about factors you should consider before buying our Ordinary Shares. Yeoh Chee Wei, our founder, Chief Executive Officer and Chairman of our Board of Directors, will beneficially own approximately 63.1% of our outstanding OrdinaryShares following the completion of this offering (or approximately 61.6% if the underwriters exercise in full their option to purchase additional Ordinary Shares). As aresult, we will be a “controlled company” within the meaning of Nasdaq’s listing rules. As a “controlled company,” we will be permitted to elect to rely, and may elect torely, on certain exemptions from corporate governance requirements, including that: (1) a majority of our board of directors consists of “independent directors” as definedunder the rules of Nasdaq; (2) our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressingthe committee purpose and responsibilities; and (3) our director nominations be made, or recommended to the full board of directors, by our independent directors or by anominations committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process.Although we do not intend to rely on the “controlled company” exemptions under Nasdaq’s listing rules, we could elect to rely on these exemptions in the future. Also, foras long as Mr. Yeoh beneficially owns a majority of the voting power of our outstanding Ordinary Shares, he will generally be able to control the outcome of matterssubmitted to our shareholders for approval, including the election of directors, without the approval of our other shareholders. See the risk factors titled “We are controlledby Mr. Yeoh, whose interests in our business may be different than yours” and “We are a ‘controlled company’ within the meaning of the Nasdaq listing rules. Although wedo not intend to rely on the ‘controlled company’ exemptions from certain corporate governance requirements on which we are permitted to rely as a result of being a‘controlled company’, we could elect to rely on these exemptions in the future. If we do, you will not have the same protections afforded to stockholders of companies thatare subject to such requirements.”, and the sections titled “Management—Controlled Company Exception” and “Principal Shareholders”, for further information. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read thedisclosures beginning on page 38 of this prospectus for more information. (1)Represents underwriting discounts equal to 7.0% per Ordinary Share. We have granted a 45-day option to the underwriters to purchase up to an aggregate of 206,250 additional Ordinary Shares, representing 15% of the Ordinary Shares soldin the offering, solely to cover over-allotments, if any, at the per share price for this initial public offering. If the underwriters exercise the option in full, the totalunderwriting discounts will be $442,750 and the additional proceeds to us, before expenses, from the exercise of the over-allotment option will be $767,250. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Sharesare taken. The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars in New York, New York on or about July 3, 2025. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated July 2, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY3THE OFFERING11RISK FACTORS12DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS38ENFORCEABILITY OF CIVIL LIABILITIES39USE OF PROCEEDS40DIVIDEND POLICY41EXCHANGE RATE INFORMATION42CAPITALIZATION43DILUTION44CORPORATE HISTORY AND STRUCTURE45MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS46INDUSTRY57BUSINESS60REGULATIONS75MANAGEMENT78PRINCIPAL SHAREHOLDERS82RELATED PARTY TRANSACTIONS83DESCRIPTION OF SHARE CAPITAL84SHARES ELIGIBLE FOR FUTURE SALE100MATERIAL INCOME TAX CONSIDERATION102UNDERWRITING109EXPENSES RELATING TO T