Platinum Analytics Cayman Ltd-A美股招股说明书(2025-09-22版)

2,000,000 Class A Ordinary SharesPlatinum Analytics Cayman Limited This is an initial public offering of our 2,000,000 Class A ordinary shares, $0.0004 par value per share (“Class A OrdinaryShares”). We are offering on a firm commitment basis our Class A Ordinary Shares. Prior to this offering, there has been no publicmarket for Class A Ordinary Shares. The initial public offering price will be $4 per Class A Ordinary Share. We received approvalfrom the Nasdaq Capital Market to list our Class A Ordinary Shares under the symbol “PLTS.” Upon the completion of this Offering, our issued share capital will be a dual-class structure consisting of Class A Ordinary Sharesand Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Holders ofthe Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. EachClass A Ordinary Share will be entitled to one (1) vote on all matters subject to a vote at general meetings of the Company, and eachClass B Ordinary Share will be entitled to twenty (20) votes. Class B Ordinary Shares may be converted into the same number ofClass A Ordinary Shares by the holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B OrdinaryShares under any circumstances. For more detailed description of risks related to the dual-class structure, see “Risk Factors—RisksRelated to our Corporate Structure—We have a dual class ordinary share structure that has the effect of concentrating voting controlwith the holders of our Class B Ordinary Shares. Our Class B Ordinary Shares have multiple votes per share and this ownership willlimit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizationaldocuments, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiringstockholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.” Upon the completion of this offering, we will be a “controlled company” as defined under corporate governance rules of TheNasdaq Stock Market, LLC (“Nasdaq”), because our founders and directors, Huiyi Zheng and Qihong Bao, will beneficially ownapproximately 38.59% of our then-issued and outstanding shares, including 6,853,674 Class B Ordinary Shares (as defined herein)each with twenty (20) votes, and nil Class A Ordinary Shares, and will be able to exercise approximately 92.63% of the total votingpower of our issued and outstanding Shares (as defined herein) immediately after the consummation of this offering, assuming theunderwriters do not exercise its option to purchase additional Class A Ordinary Shares. Huiyi Zheng and Qihong Bao will have theability to control matters requiring shareholder approval, including the election of directors, amendments of organizational documentsand approvals of major corporate transactions. For further information, see “Principal Shareholders.” For more detailed description ofrisks related to being a “controlled company,” see “Risk Factors—Risks Related to Our Company—We will be a ‘controlled company’within the meaning of the Nasdaq listing rules and, as a result, may rely on exemptions from certain corporate governancerequirements that provide protection to shareholders of other companies.” Platinum Analytics Cayman Limited (the “Company”) is a holding company incorporated under the laws of theCayman Islands. As a holding company, the Company conducted all of its operations through its subsidiaries in Singapore andHong Kong, and incurred general and administrative expenses in Mainland China, until January 10, 2025, when it disposed ofboth its Hong Kong and Mainland China subsidiaries. For the avoidance of doubt, as of January 10, 2025, we ceased togenerate any revenue from customers in Hong Kong or China, and we currently do not have any business operations in HongKong or China. Consequently, the Company may be subject to uncertainty about any future actions of the PRC government orauthorities in Hong Kong. The PRC government may intervene or influence our current and future operations at any time, ormay exert more control over offerings conducted overseas and/or foreign investment in issuers like Platinum AnalyticsCayman Limited. Such governmental actions, if and when they occur: ●could result in a material change in our operations and/or the value of our Class A Ordinary Shares;●could significantly limit or completely hinder our ability to continue our operations;●could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares toinvestors;and may cause the value of our Class A Ordinary Shares to significantly decline or be worthless. See“Risk Factors — Risks Related to Doing Business in Hong Kong —The PRC government may exercise significant oversightand discretion over the co