Ten-League International Holdings Ltd美股招股说明书(2025-07-08版)

2,240,000Ordinary shares This is an initial public offering of our ordinary shares, par value US$0.000025 per share, of Ten-League International Holdings Limited, or the Company. We areoffering, on a firm commitment engagement basis, 1,607,840 ordinary shares. In addition, Ten-League Corporations Pte. Ltd., or Ten-League Corp, and Jules VerneInvestments Limited, or Jules Verne, our selling shareholders are offering an aggregate of 632,160 ordinary shares (of which Ten-League Corp is selling 92,160 sharesand Jules Verne is selling 540,000 shares) to be sold in the offering pursuant to this prospectus. We will not receive any proceeds from the sale of the ordinary shares tobe sold by the selling shareholders. The initial public offering price of the ordinary shares is US$4.00 per ordinary share. Prior to this offering, there has been no public market for our shares. We have been approved to list our ordinary shares on Nasdaq Capital Market, or Nasdaq, under the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. 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 10 toread about factors you should consider before buying our ordinary shares. We are an “Emerging Growth Company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and a “Foreign Private Issuer” under applicableU.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Our Being an Emerging GrowthCompany” and “Implications of Our Being a Foreign Private Issuer” beginning on page 7 of this prospectus for more information. We are a holding company that is incorporated in the Cayman Islands as an exempted company with limited liability. As a holding company with no operations, weconduct all of our operations through our wholly-owned subsidiaries in Singapore. The ordinary shares offered in this offering are shares of the holding company that isincorporated in the Cayman Islands as an exempted company with limited liability. Investors of our ordinary shares should be aware that they may never directly holdequity interests in our subsidiaries. Upon completion of this offering, our issued and outstanding shares will consist of 29,404,342 ordinary shares. We will be a “controlled company” as defined underNasdaq Marketplace Rule 5615(c) because, immediately after the completion of this offering, Ten-League Corp will own approximately 80.32% of our total issued andoutstanding ordinary shares, representing approximately 80.32% of the total voting power and as a result, Mr. Lim Jison, who controls Ten-League Corp, will have theability to determine all matters of the Company requiring approval by its shareholders. As a “controlled company”, we are permitted to elect not to comply with certaincorporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements. (1)Initial public offering price per share is US$4.00. (2)We have agreed to pay the underwriter a discount equal to 6% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1% of thegross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” beginning on page 137. (3)Excludes fees and expenses payable to the underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled “Expenses Related to ThisOffering” on page 130. (4)Includes US$6,431,360 gross proceeds from the sale of 1,607,840 ordinary shares offered by our Company and US$2,528,640 gross proceeds from the sale of 632,160 ordinary sharesoffered by the selling shareholders. If we complete this offering, net proceeds will be delivered to us and the selling shareholders on the closing date. The underwriter expects to deliver the ordinary shares to the purchasers against payment on or about July 9, 2025. You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof,regardless of the time of delivery of this prospectus or of any sale of the ordinary shares being registered in the registration statement of which this prospectus forms apart. No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those containedin this prospectus and, if given or made, the information or representations must not be relied upon a