BrilliA Inc-A美股招股说明书(2025-08-25版)

BrilliA Inc 14,196,696ClassA Shares to be sold by the Selling Shareholder This prospectus relates to 14,196,696 of our ClassA ordinary shares of a par value of $0.00005 each (the “ClassA Shares”), of BrilliAInc that may be sold from time to time by Salim Podiono, the existing controlling shareholder of our Company that is selling all of hisClassA Shares pursuant to this prospectus (the “Resale Shareholder”). The closing price of our Class A Shares was $2.449 per shareon August 22, 2025. Our authorized share capital (including issued and outstanding shares) is US$50,000 divided into 1,000,000,000 shares of a par valueof $0.00005 each, comprising of 900,000,000 Class A Shares and 100,000,000 ClassB shares of a par value of US$0.00005 each (the“ClassB Shares”). At a general meeting, each Class A Share shall entitle the holder thereof to one (1) vote on all matters subject tovote at general meetings of our Company, and each Class B Share shall entitle the holder thereof to twenty (20) votes on all suchmatters. Our ClassB Shares are not convertible into ClassA Shares and our ClassA Shares are not convertible into ClassB Shares.Additionally, the holders of our ClassB Shares shall not have any economic interest (save for the right to repayment of capital on awinding up as set forth in our Amended and Restated Memorandum and Articles of Association). We are an “emerging growth company” and a “foreign private issuer” under applicable U.S.federal securities laws and, as such, areeligible for reduced public company reporting requirements. Please see “Implications of Our Being an Emerging Growth Company”and “Implications of Our Being a Foreign Private Issuer” beginning on pages6 of this prospectus for more information. We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all ouroperations through our subsidiaries in the British Virgin Islands (“BVI”) and Indonesia. The ClassA Shares offered in this offering areshares of the holding company that is incorporated in the Cayman Islands. Investors of our ClassA Shares should be aware that they do not directly hold equity interests in our subsidiaries, but ratherare purchasing equity solely in our company, which indirectly owns 100% equity interests in such subsidiary. Our issued and outstanding share capital consists of 25,000,000 ClassA Shares and 5,625,000 ClassB Shares. We are a controlledcompany as defined under Section 801(a) of the NYSE American Company Guidebecause, immediately after the completion of thisoffering, Mr. Salim, our controlling shareholder, will beneficially own approximately 0% of our total issued and outstanding ClassAShares and 100% of our total issued and outstanding ClassB Shares, representing approximately 81.8% of the total voting power. Mr. Salim will continue to control shares representing more than 50% of the total voting power of our share capital. As a result, thisconcentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the electionof directors, amendments of our memorandum and articles of association, deciding executive compensation levels, merger andconsolidation, or other major corporate transactions requiring shareholder approval. In addition, this may have anti-takeover effectsand may prevent or discourage unsolicited acquisition proposals or offers for our share capital that you may feel are in your bestinterest as one of our shareholders. Assuming Mr. Salim disposes of all his existing ClassA Shares as disclosed in the section entitled “Principal Shareholders”on page61, he must maintain 61.2% of ClassB Shares to continue to control the outcome of matters submitted to shareholders for approval. Further issuances of ClassB Shares may be dilutive to holders of our ClassA Shares. It could have the effect of increasing the overallvoting power of the holders of ClassB Shares relative to the holders of ClassA Shares, diluting and diminishing the influence andcontrol of holders of ClassA Shares over our company’s affairs. Investing in our ClassA Shares involves a high degree of risk, including the risk of losing your entire investment. See “RiskFactors” beginning on page8 to read about factors you should consider before buying our ClassA Shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is August 25, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPRESENTATION OF FINANCIAL INFORMATIONiiiMARKET AND INDUSTRY DATAivPROSPECTUS SUMMARY1RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS23ENFORCEABILITY OF CIVIL LIABILITIES25USE OF PROCEEDS27RESALE SHAREHOLDER27DIVIDENDS AND DIVIDEND POLICY28MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND R