美华创富美股招股说明书(2025-07-16版)

Mega Fortune Company Limited_________________________ Thisis the initial public offering of the ordinary shares of Mega Fortune CompanyLimited,par value$0.000001 per share(“Ordinary Shares”).We are offering on afirmcommitment basis of 3,750,000 Ordinary Shares.Theinitial public offeringpriceof the shares is$4 per Ordinary Share.Prior to the completion of thisoffering,there has been no public market for our Ordinary Shares.Wehave beenapproved to have our Ordinary Shares listed on the Nasdaq Capital Market (“NASDAQ”)under the trading symbol MGRT. Theoffering is being made on a“firm commitment”basis by D.Boral Capital.See“Underwriting.” Uponthe completion of this offering,we will be a“controlled company” as definedunderNasdaq Stock Market Rules because Mericorn Company Limited(“Mericorn”),acompany incorporated in the British Virgin Islands and wholly owned by Messrs. Ip TszYing,Tin Sze Wai,Tam Tak Seng and Wong Ka Ki,each a 25%shareholder of Mericorn,will own 72.73% of our total outstanding Ordinary Shares assuming the underwriters donot exercise their over-allotment option, or 69.87% of our total outstanding OrdinarySharesif the underwriters exercise their over-allotment option in full.As a“controlled company,” we are permitted to elect not to comply with certain corporategovernancerequirements.If we rely on these exemptions,you will not have the sameprotectionafforded to shareholders of companies that are subject to these corporategovernance requirements under the Nasdaq Listing Rules. Wearean“emerginggrowthcompany,”asthattermisusedintheJumpstartOur Business Startups Actof2012,and are subject to reducedpubliccompany reporting requirements. Investingin our Ordinary Shares is highly speculative and involves asignificantdegree of risk.See“Risk Factors”beginning on page17ofthisprospectus for a discussion of information that should be consideredbeforemaking a decision to purchase our Ordinary Shares. Theterms“the Company”,“Mega Fortune”,“we”,“us”,“our company”,and“our”refer to Mega Fortune Company Limited,an exempted company with limitedliabilityincorporated under the laws of the Cayman Islands and its subsidiaries.Wecurrentlyconduct our business through our wholly owned subsidiaries Ponte FidesCompanyLimited,a BVI company,and QBS System Limited,a HongKongcompany,whichengagein the business of providing IoT solutions and services.The securitiesoffered in this prospectus are securities of Mega Fortune Company Limited, our CaymanIslandsholding company and investors are purchasing an interest in Mega FortuneCompanyLimited,not our Operating Entity in HongKong.We are not an operatingcompanybut rather a Cayman Islands holding company without material operations andour business is conducted by our subsidiary in HongKong and this structure involvesuniquerisks to investors.Although we hold beneficial ownership in our operatingentitiesin HongKongand currently do not have or intend to have any contractualarrangementto establish a variable interest entity(VIE)structure with any entityinmainland China,all the legal and operational risks associated with havingoperationsin mainland China also apply to operations in HongKong.Chinesegovernmentcould exercise significant oversight over the business in HongKongandChineseregulatory authorities could disallow our business structure,which wouldlikelyresult in a material change in our operations and/or a material change in thevalueof the securities are registering for sale,including that it could cause thevalueof such securities to significantly decline or become worthless.See“RiskFactors—Recently,the mainland PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in China withlittleor no advance notice,including cracking down on illegal activities in thesecuritiesmarket,enhancing supervision over China-based companies listed overseasusingthe variable interest entity structure,adopting new measures to extend thescopeofcybersecurityreviews,andexpandingtheeffortsinanti-monopolyenforcement.In the future,we may be subject to mainland PRC laws and regulationsrelatedto the current business operations of our operating subsidiary and ChinesegovernmentmayinterveneorinfluenceourHongKongoperatingsubsidiary’s operation,any changes in such laws and regulations and interpretations may impairourability to operate profitably,which could result in a material negative impactontheir operations and/or the value of the securities we are registering forsale.”,“If the PRC government chooses to extend the oversight and control overofferingsthat are conducted overseas and/or foreign investment to HongKong-basedissuers, such action may significantly limit or completely Table of Contents hinderour ability to offer or continue to offer Ordinary Shares to investors andcausethe value of our Ordinary Shares to significantly decline or be worthless.”,and“We may become subject to a variety of PRC laws and other obligations regardingoverseaslisting