K-Tech Solutions Co Ltd-A美股招股说明书(2025-07-16版)

1,600,000CLASS A SHARES Thisis an initial public offering(the“IPO”)of the Class A shares of parvalue US$0.0001 per share (the “Class A Shares”, and together with Class B ordinarysharesof par value US$0.0001 per share(the“Class B Shares”),the“OrdinaryShare(s)”or“Share(s)”)of K-Tech Solutions Company Limited(“KTech”or the“Company”),a BVI business company incorporated in the British Virgin Islands(the“BVI”).We are offering 1,600,000 Class A Shares of the Company,on a firmcommitmentbasis.No public market currently exists for our Class A Shares.The IPOpriceis US$4.00 per Share.We agree to grant the Representative warrants(the“RepresentativeWarrants”)up to a total of 80,000 Class A Shares(equal to 5%ofthe aggregate number of Class A Shares sold in the offering, excluding Class A Sharesissuedpursuant to the exercise of the over-allotment option)at a price equal to125% of the price of our Class A Shares offered hereby, for nominal consideration. OurClass A Shares have been approved for listing on the Nasdaq Capital Market(“Nasdaq”) under the symbol “KMRK.” Upon the completion of the IPO, assuming an offering size as set forth above, wewillbe a“controlled company”within the meaning of the corporate governancestandardsof Nasdaq,because our controlling shareholders have entered into anActing-in-Concert Agreement pursuant to which they undertake that after the IPO,thecontrolling shareholders shall act in concert in relation to all matters that requirethedecisions of the shareholders of the Company.Our controlling shareholders willcollectivelyown 12,000,000 Class A Shares and 4,500,000 Class B Shares,being 78.2%ofour total issued and outstanding shares,representing 92.5%of the total votingpower,assuming that the underwriters do not exercise their over-allotment option(the “Controlling Shareholders”) (or 77.3% of our outstanding Shares or 92.2% of thetotalvoting power if the underwriters exercise their over-allotment option).Seesection titled “Prospectus Summary—Implications of Being a Controlled Company”. Asof the date of this prospectus,our outstanding authorized shares consist ofOrdinaryShares.Holders of Ordinary Shares have the same rights except for votingand conversion rights. Weare not a Chinese operating company,but an offshore holding companyincorporatedin the BVI.As a holding company with no material operationsofour own,we conduct our operations through our wholly-owned operatingsubsidiaryin HongKong,K-Mark Technology Limited(“KMT”).This is anofferingof the Class A Shares of K-Tech Solutions Company Limited,theholdingcompany in the BVI,instead of the shares of KMT.Referencestothe“Company,”“we,”“us,”and“our”in the prospectus are to K-TechSolutionsCompany Limited,the BVI entity that will issue the Class ASharesbeing offered.References to“KMT”is to the HongKongentityoperatingthe design solution and trading of toy products business,whichgeneratedtherevenueandprofitstatedinthecombinedfinancialstatementsincluded in this prospectus.Investors in our Class A Sharesshouldbe aware that they will not be purchasing equity interests in theoperatingsubsidiary in HongKongdirectly,but rather are purchasingequitysolely in K-Tech Solutions Company Limited,the BVI holding company,whichdirectly owns all of the equity interests in the operating subsidiaryinHongKong.See“Risk Factors”beginning on page16of this prospectusfora discussion of risks facing the Company and the offering as a resultofthis structure. Ouroperations are solely located in Hong Kong,a special administrative regionofthe People’s Republic of China(“China”or the“PRC”),with its owngovernmentaland legal system that is independent from mainland China,includinghavingits own distinct laws and regulations.As of the date of this prospectus,wearenot subject to the PRC government’s direct influence or discretion over themannerin which we conduct our business activities outside of the PRC.However,duetolong-arm provisions under the current PRC laws and regulations,there remainsregulatoryuncertainty with respect to the implementation and interpretation of lawsin China. However, because our operations are primarily located in HongKong, we arestillsubject to certain legal and operational risks associated with our operatingsubsidiary,KMT,based in HongKong.Additionally,the legal and operational risksassociatedwith operating in mainland China may also apply to our operations inHongKong,and we face the risks and uncertainties associated with interpretation andthe application of the complex and evolving PRC laws and regulations and as towhetherand how the recent PRC government statements and regulatory developments,suchas those relating to data and cyberspace security,and anti-monopoly concernswouldbe applicable to KMT,given the substantial operations of our operatingsubsidiaryin HongKongand the possibilities that Chinese government may exercisesignificant oversight over the conduct of business in HongKong. We are also subjecttothe risks of uncertainty about any future actions o