迈克丽斯美股招股说明书(2025-07-08版)

1,625,000A Shares MaxsMaking Inc. This is the initial public offering of the A shares, par value $0.01 per share(the “A Shares”), of MaxsMaking Inc., a British Virgin Islands (“BVI”) businesscompany that conducts substantially all of its current operations in the People’sRepublic of China (“China” or the “PRC”). Throughout this prospectus, unless thecontext indicates otherwise, references to “MaxsMaking” refer to MaxsMaking Inc.,our BVI holding company and references to “we,” the “Company,” “our company,” orsimilar terms are to MaxsMaking and its consolidated subsidiaries. Investorsare cautioned that the A Shares being offered under thisprospectusare securities of MaxsMaking,our BVI holding company,which isnotour Chinese operating company nor does it have any substantive businessoperations.MaxsMaking conducts business in China through the consolidatedPRCsubsidiaries(the“PRC subsidiaries”). We are offering 1,625,000 A Shares at an initial public offering price of $4.00per share. Prior to this offering, there was no public market for our A Shares. Wehave been approved to list our AShares listed on The Nasdaq Capital Market(“Nasdaq”) under the symbol “MAMK.” Our issued and outstanding shares consist of two classes, the A Shares beingoffered and the B Shares. Holders of A Shares and B Shares have essentially the samerights except for voting and conversion rights. Holders of the A Shares are entitledto one vote per share and holders of the B Shares are entitled to 30 votes per share,and each B Share is convertible into one A Share under certain circumstances. The AShares are not convertible into B Shares under any circumstances. See “Descriptionof Shares.” Upon the completion of this offering, we will be a “controlled company” asdefined under the Nasdaq Listing Rules, because Mr.Xiaozhong Lin, our founder,Chief Executive Officer, and Chairman, and Ms. Xuefen Zhang, our founder, ChiefOperating Officer and director, as the beneficial holders of all the issued andoutstanding B Shares and an aggregate of 7,425,000 A Shares, representing 99.9% ofthe total voting power of our currently issued and outstanding shares, willbeneficially own all the issued and outstanding B Shares and approximately 80.7% ofthe issued and outstanding Ashares and will be able to exercise approximately 99.2%of the total voting power of our issued and outstanding shares immediately after theconsummation of this offering, assuming the underwriters do not exercise their over-allotmentoption. For as long as we remain a controlled company under thatdefinition, we are permitted to elect to rely, and may rely, on certain exemptionsfrom certain Nasdaq corporate governance requirements. For more information,including a more detailed description of risks related to being a “controlledcompany,” see “Prospectus Summary—Implications of Being a Controlled Company”and “Risk Factors—Risks Related to Our Business and Industry—We will be a‘controlled company’ as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the ‘controlled company’ exemption under the Nasdaq Listing Rules,we could elect to rely on this exemption in the future and you will not have the sameprotection afforded to shareholders of companies that are subject to these corporategovernance requirements.” Table of Contents We are both an “emerging growth company” and a “foreign private issuer” asdefined under the U.S.federal securities laws and, as such, may elect to complywith certain reduced public company reporting requirements for this and futurefilings. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany”and“Prospectus Summary—Implications of Being a Foreign PrivateIssuer.” Investing in our A Shares involves significant risks. These risks could result ina material change in the value of the securities we are registering for sale or couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors. Our A Shares being offered in this prospectus are shares ofMaxsMaking, which has no material operations of its own and conducts substantiallyall of its operations through our operating entities established in the PRC.For adescription of our corporate structure, see “Corporate Structure”beginning onpage65. As we conduct substantially all of our operations in China, we are subject tolegal and operational risks associated with having substantially all of ouroperations in China. These risks include, but are not limited to, risks related tothe legal, political and economic policies of the PRC government and the relationsbetween China and the UnitedStates, or Chinese or United States regulations. Thereare risks arising from the legal systems in China, including the risks anduncertainties regarding the interpretation, application and enforcement of currentand future PRC laws and regulations. The rules and regulations in China can changequickly with little advance notice and uncertainties in the interpretat