CCSC Technology International Holdings Ltd-A美股招股说明书(2025-10-02版)

We are offering a best-efforts offering of (i)11,766,627 ClassA ordinary shares, par value $0.0005 per share (“ClassA OrdinaryShares”) and (ii)23,533,254 warrants to purchase 23,533,254 ClassA Ordinary Shares (“Warrants”), at an exercise price of $0.72 pershare (representing 120% of the public offering price per ClassA Ordinary Share to be sold in this offering). We are offering theClassA Ordinary Shares and Warrants at the public offering price of $0.60 per share and the accompanying warrants. The publicoffering price per Class A Ordinary Share and accompanying Warrants will be fixed for the duration of this offering. Each ClassAOrdinary Share will be sold together with two Warrants. Our ClassA Ordinary Shares and Warrants can only be purchased together in this offering but will be issued separately. ClassAOrdinary Shares issuable from time to time upon exercise of the Warrants are also being offered by this prospectus. These securitiesare being sold in this offering to certain purchasers under a securities purchase agreement, dated September 30, 2025, between thepurchasers and us. Our ClassA Ordinary Shares are listed on theNasdaq Capital Market under the symbol “CCTG.” On September 30, 2025, the closingtrading price of our ClassA Ordinary Shares, as reported on the Nasdaq Capital Market, was $1.36 per ClassA Ordinary Share. Thereis no established public trading market for the Warrants, and we do not expect a market to develop. Without an active trading market,the liquidity of the warrants will be limited. In addition, we do not intend to list the Warrants on the Nasdaq Capital Market, any othernational securities exchange, or any other trading system. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of thesecurities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will notreceive a refund in the event that we do not sell a number of securities sufficient to pursue the business goals outlined in thisprospectus. Because there is no minimum offering amount, investors could be in a position where they have invested in our Company,but we are unable to fulfill our objectives due to a lack of interest in this offering. Any proceeds from the sale of securities offered byus will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectivelyimplement our business plan. See “Use of Proceeds” onpage19. We have a dual class share structure with different voting rights consisting of ClassA Ordinary Shares and ClassB ordinary shares, parvalue $0.0005 (“ClassB Ordinary Shares,” and together with ClassA Ordinary Shares, the “Ordinary Shares”). As of the date of thisprospectus, our authorized share capital is $250,000 divided into two classes of shares, including (i)495,000,000ClassA OrdinaryShares of $0.0005 par value each, and (ii)5,000,000ClassB Ordinary Shares of $0.0005 par value each. Holders of ClassA OrdinaryShares and ClassB Ordinary Shares have the same rights, except for voting, transfer, and conversion rights. Each ClassA OrdinaryShare is entitled to one (1)vote, and each ClassB Ordinary Share is entitled to fifty (50)votes and will be convertible into one ClassAOrdinary Share. ClassA Ordinary Shares will not be convertible into ClassB Ordinary Shares under any circumstances. As of the dateof this prospectus, CCSC Investment Limited, a wholly owned company of Dr.Chi Sing Chiu, our director and chairman of the boardof directors, is the sole shareholder of all issued and outstanding ClassB Ordinary Shares. The ClassA Ordinary Shares are notconvertible into shares of any other class. The ClassB Ordinary Shares are convertible into ClassA Ordinary Shares at any time afterissuance at the option of the holder on a one-to-one basis. See “Prospectus Summary—Dual ClassRestructuring” and “Description ofShare Capital” in this prospectus for more information. As of the date of this prospectus, our director and chairman of the board of directors, Dr.Chi Sing Chiu, beneficially ownsapproximately 98.72% of the aggregate voting power of our outstanding Ordinary Shares. As a result, we will be deemed to be a“controlled company” for the purpose of the Nasdaq listing rules. However, even if we qualify as a “controlled company,” we do notintend to rely on the controlled company exemptions provided under the Nasdaq listing rules. For more information about risksrelating to “controlled company”, see “Prospectus Summary—Implications of Being a Controlled Company” and “Item3. KeyInformation—D.Risk Factors—Risks Relating to Our ClassA Ordinary Shares—Since Dr.Chi Sing Chiu, the chairman of theboard of directors of the Company, through his equity interest in the CCSC Investment Limited (as the largest shareholder of theCompany), has the voting power of at least 50% of our Ordinary Shares, he has the ability to elect directors and approve