Delixy Holdings Ltd美股招股说明书(2025-07-09版)

Delixy Holdings Limited 3,000,000 Ordinary Shares This prospectus relates to the resale of 3,000,000 Ordinary Shares held by CosmicMagnetLimited,Rosywood Holdings Limited,Dragon Circle Limited,Novel MajesticLimited,andGoldenLegendVenturesLimited(collectivelythe“ResaleShareholders”).We will not receive any of the proceeds from the sale of OrdinaryShares by the Resale Shareholders. Noshares may be sold by the Resale Shareholders until the initial publicofferingis completed and our Ordinary Shares are listed or quoted on an establishedpublictrading market.The Resale Shareholders will be offering the Ordinary Sharespursuantto this prospectus at market prices.The distribution of securities offeredherebymay be effected 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.Usual and customary orspecificallynegotiated brokerage fees or commissions may be paid by the ResaleShareholders. No sales of the shares covered by this prospectus shall occur until theOrdinaryShares sold in our initial public offering begin trading on the NasdaqCapital Market. On March31, 2025, a registration statement under the Securities Act with respecttoour initial public offering of Ordinary Shares was declared effective by theSecuritiesand Exchange Commission.On May 13,2025,we filed a post-effectiveamendment to our registration statement to update the financial information containedin this prospectus. On July8, 2025, the post-effective amendment to our registrationstatementbecame effective with the SEC.We received approximately US$3.75 million,innet proceeds from our initial public offering after payment of underwritingdiscounts and commissions and estimated expenses of the offering. Concurrentwith our initial public offering,our Ordinary Shares were listed onthe Nasdaq Capital Market under the symbol “DLXY”. Weare an“emerging growth company”as defined in Section2(a)oftheSecuritiesActof1933,as amended,and we have elected to comply with certainreduced public company reporting requirements. Aninvestment in our Ordinary Shares involves significant risks.Youshouldcarefully consider the risk factors beginning on page 8 of thisprospectusbefore you make your decision to invest in our Ordinary Shares. Neitherthe Securities and Exchange Commission nor any other regulatorybodyhas approved or disapproved of these securities or passed upon theaccuracyor adequacy of this prospectus.Any representation to the contraryisa criminal offense. Weare an“Emerging Growth Company”and a“Foreign Private Issuer”underapplicable U.S. federal securities laws and, as such, are eligible for reduced publiccompanyreporting requirements.Please see Implications of Being an Emerging GrowthCompanyand Implications of Being a Foreign Private Issuer beginning on page 5 andpage 6 of this prospectus for more information. Weare a holding company that is incorporated in the Cayman Islands as anexemptedcompany.As a holding company with no operations,we conduct all of ouroperationsthrough our indirect wholly-owned subsidiary,Delixy Energy Pte.Ltd,inSingapore.The Ordinary Shares offered in this offering are shares of the holdingcompany that is incorporated in the Cayman Islands as an exempted company. Investorsof our Ordinary Shares should be aware that they do notdirectlyhold equity interests in Delixy Energy Pte.Ltd.,but rather arepurchasingequity solely in Delixy Holdings Limited,the Cayman Islandsholdingcompany,which indirectly owns 100.0%equity interests in DelixyEnergyPte.Ltd. Table of Contents Uponcompletion of the underwritten public offering,our issued and outstandingshares will consist of 16,350,000 Ordinary Shares. We will be a “controlled company”asdefined under Nasdaq Capital Market Marketplace Rule 5615(c)because,immediatelyafterthe completion of the underwritten public offering,Mr.Xie,Dongjian will,throughhis wholly-owned company Mega Origin Holdings Limited,control 9,176,000OrdinaryShares representing approximately 56.1%of the voting power of our issuedandoutstanding Ordinary Shares.As a result,this concentrated control may limit orprecludeyour ability to influence corporate matters for the foreseeable future,includingthe election of directors,amendments of our organizational documents,andanymerger,consolidation,sale of all or substantially all of our assets,or othermajorcorporate transaction requiring shareholder approval.In addition,this mayhaveanti-takeover effects and may prevent or discourage unsolicited acquisitionproposals or offers for our capital stock that you may feel are in your best interestasone of our shareholders.As a controlled company,we may be eligible for certainexemptionsfrom the corporate governance requirements of the Nasdaq Capital Marketlistingrules,including(i)the requirement that a majority of our Board ofDirectorsmust be independent Directors,(ii)the requirement that our Directornomineesmu