Knorex Ltd-A美股招股说明书(2025-09-30版)

KNOREX LTD. 3,000,000 Class A Ordinary Shares This is the initial public offering of Class A ordinary shares, par value US$0.0005 per share, of KNOREX LTD.We are offering 3,000,000 Class Prior to this offering, there has been no public market for our ordinary shares. The public offering price of Class A ordinary shares is US$4.00 perClass A ordinary share. We have been approved to list our Class A ordinary shares on the NYSE American Market, or NYSE American, under the symbol KNRX. Upon the completion of this offering, we will have 30,423,113 ordinary shares issued and outstanding, comprised of 25,642,538 Class A ordinaryshares and 4,780,575 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional Class A ordinary shares.Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Upon the datethat is five years after the date of issuance all Class B ordinary shares shall be automatically and immediately converted into Class A ordinary sharesat a 1:1 ratio, unless holders of Class A ordinary shares and Class B ordinary vote prior to that to extend the conversion date. Upon any transfer ofClass B ordinary shares, they shall be automatically and immediately converted into an equal number of Class A ordinary shares. Class A ordinaryshares are not convertible into Class B ordinary shares under any circumstances. Each Class A ordinary share shall entitle the holder to one vote andeach Class B ordinary share shall entitle the holder to five votes on all matters subject to vote at our general meetings, except that Class A ordinaryshare and Class B ordinary share shall each entitle the holder to one vote in relation to any resolutions to be passed for the purpose of extending theconversion date of the Class B ordinary shares as discussed above See “Description of Share Capital—Ordinary Shares” for more details. We will notbe considered a “controlled company” under NYSE American corporate governance rules as we do not currently expect that more than 50% of ourvoting power will be held by an individual, a group or another company immediately following the completion of this offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and a “foreign privateissuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “ProspectusSummary – Implications of Being an Emerging Growth Company” and “Prospectus Summary – Implications of Being a Foreign Private Issuer”beginning on page 8 of this prospectus for more information. KNOREX LTD. was incorporated as an exempted company under the laws of the Cayman Islands without any operations of its own. We conductour operations primarily in the United States, Singapore, Vietnam, India and Malaysia through our operating subsidiaries. The Class A ordinary sharesoffered in this offering are shares of the Cayman Islands holding company, instead of shares of our operating subsidiaries. Investors in this offeringwill not directly hold equity interests in our operating subsidiaries. This structure involves unique risks to investors. For a detailed discussion of risksassociated with our corporate structure, see “Risk Factors – Risks Relating to Our Ordinary Shares and This Offering” beginning on page 27 of thisprospectus. You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information,”carefully before you invest in any of our securities. Investing in our securities involves a high degree of risks. See “Risk Factors” beginning on page 12 of this prospectus for a discussion ofinformation that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We have agreed to pay R.F. Lafferty & Co., Inc. (the “Representative”) a discount equal to seven percent (7%) of the public offering price ofthe Offering. However, for any investors introduced by the Company, the discount will be five percent (5%) of the public offering price ofthe Offering. For additional information on underwriting compensation, see “Underwriting” beginning on page 92. We have agreed to grant the Representative a 45-day option to purchase from us up to an aggregate of 450,000 additional ordinary shares,representing 15% of the Class A ordinary shares sold in the offering, solely to cover over-allotments, if any, at the initial public offering priceless the underwriting discounts and commissions. We have also agreed to grant the Representative or its designee warrants (the “Representative’s Warrants”) covering up to an aggregatenumber of C