Etoiles Capital Group Co Ltd-A美股招股说明书(2025-09-23版)

3,213,000 CLASS A ORDINARY SHARES ThisResale Prospectus relates to the resale by the selling shareholders (the “Selling Shareholders”) named in this prospectus fromtime to time of up to 3,213,000 of our Class A ordinary shares, par value US$0.0001 per share (the “Shares”). We will not receive anyof the proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders named in this prospectus. Our registration of the Class A Ordinary Shares covered by this prospectus does not mean that the Selling Shareholders will offeror sell any of such Class A Ordinary Shares. The Selling Shareholders named in this prospectus, or their donees, pledgees, transfereesor other successors-in-interest, may resell the Class A Ordinary Shares covered by this prospectus through public or privatetransactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additionalinformation on the possible methods of sale that may be used by the Selling Shareholders, you should refer to the section of thisprospectus entitled “Plan of Distribution.” AnyClass A Ordinary Shares subject to resale hereunder will have been issued by us and acquired by the Selling Shareholdersprior to any resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Class A Ordinary Shares in this Offering. We willbear all costs, expenses and fees in connection with the registration of the Class A Ordinary Shares. The Selling Shareholders will bearall commissions and discounts, if any, attributable to their respective sales of our Class A Ordinary Shares. Our Ordinary Shares is traded on The Nasdaq Capital Market, Nasdaq, under the symbol “EFTY.” On September 18, 2025, thereported sales price of our Class A Ordinary Shares on The Nasdaq Capital Market was $9.30 per share. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Actof2012 (the “JOBS Act”) and willbe subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an EmergingGrowth Company and a Foreign Private Issuer” and “Risk Factors” on pages 11 and 15, respectively. We are a “controlled company” as defined under the Nasdaq Stock Market Rules because our Controlling Shareholder owns andholds more than 50% of our voting power, assuming that the underwriters do not exercise their over-allotment option. We have a dual class ordinary share structure. Our Ordinary Shares is divided into Class A Ordinary Shares and Class B OrdinaryShares. Holders of our Class A Ordinary Shares are entitled to one (1) vote per share and holders of our Class B Ordinary Shares areentitled to ten (10) votes per share. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Each ClassB Ordinary Share is convertible into one fully paid Class A Ordinary Share at the option of the holder, at any time after issue andwithout the payment of any additional sum. See “Description of Share Capital — Ordinary Shares” for more details regarding ourClass A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, our Controlling Shareholder is the beneficial owners of an aggregate of 10,287,000 Class AOrdinary Shares and 5,000,000 Class B Ordinary Shares, respectively, which will represent an aggregate of 92.59% of the total votingpower, among which 15.80% of the voting power stem from its 10,287,000 Class A Ordinary Shares and 76.79% of the voting powerstem from its 5,000,000 Class B Ordinary Shares. As a result, we will be a “controlled company” as defined under corporategovernance rules of Nasdaq Stock Market and, therefore, eligible for certain exemptions from the corporate governance requirementsof the Nasdaq Stock Market Rules. If we cease to be a foreign private issuer, we intend to rely on these exemptions. Furthermore, theControlling Shareholder will be able to exert significant control over our management and affairs, including approval of significantcorporate transactions. For additional information, see “Risk Factors — Risks Related to Our Class A Ordinary Shares — OurControlling Shareholder has significant voting power and may take actions that may not be in the best interests of our othershareholders” on page 31 for further details. We are not a HongKong operating company, but an offshore holding company incorporated in the Cayman Islands. As aholding company with no material operations of our own, we conduct our operations through our operating company inHongKong, Etoiles Consultancy Limited (“Etoiles Consultancy”, also “Hong Kong Operating Subsidiary”). We also ownEtoiles Financial Group Limited (“Etoiles Financial”), a company with no material operations of its own and is mainly used tohandle administrative expenses. This is an offering of the ClassA Ordinary Shares of Etoiles Capital Group Co., Ltd, theholding company in the Cayman Islands, instead o