Agencia Comercial Spirits Ltd-A美股招股说明书(2025-10-22版)

1,750,000Class A Ordinary Shares Thisis an initial public offering of the Class A ordinary shares,par valueUS$0.00004per share,of Agencia Comercial Spirits Ltd(the“Class A OrdinaryShares”). Weare offering 1,750,000 Class A Ordinary Shares to be sold in the offeringpursuant to this prospectus. Theinitial public offering price of our Class A Ordinary Shares is US$4.00 pershare.Prior to this offering,there is no public market for our Class A OrdinaryShares. Wehave been approved to have our Class A Ordinary Shares listed on the NasdaqCapital Market under the symbol “AGCC.” Weare an“emerging growth company”and a“foreign private issuer”underapplicableU.S.federalsecurities laws,and as such,are eligible for certainreduced public company reporting requirements for this prospectus and future filings.Seethe sections titled“Prospectus Summary—Implicationsof Being an EmergingGrowth Company” and “Prospectus Summary—Implications of Being a Foreign PrivateIssuer” for additional information. Immediatelyafter this offering,our controlling shareholders,Mr.Tsai Yi Yang,ourChairman of the Board of Directors and Chief Executive Officer,and Ms.Lee LiMei,the mother of Mr.Tsai Yi Yang(together the“Controlling Shareholders”),throughPing Shiang Business Ltd,will beneficially own 14,500,000 Class A OrdinaryShares, approximately 73.93% of our outstanding Class A Ordinary Shares (or 72.95% ofouroutstanding Class A Ordinary Shares assuming the underwriters exercise theirover-allotment option in full)and 14,500,000 Class B Ordinary Shares,representing96.89%(or 96.74%,assuming the underwriters exercise their over-allotment option infull)of the aggregate total voting power of our total issued and outstanding sharecapital.As a result,we expect to be a“controlled company” within the meaning ofrule5615(c)of Nasdaq Stock Market LLC(“Nasdaq Listing Rules”).Please see“Implicationsof Being a Controlled Company”.See“Principal Shareholders”and“RiskFactors—We are a“controlled company”within the meaning of the Nasdaqlistingrules,and may follow certain exemptions from certain corporate governancerequirements that could adversely affect our public shareholders”. Wehave a dual-class voting structure consisting of Class A Ordinary Shares andClass B Ordinary Shares. Based on our dual-class voting structure, holders of Class AOrdinaryShares will be entitled to one(1)vote per share in respect of mattersrequiring the votes of shareholders, while holders of Class B Ordinary Shares will beentitledto ten(10)votes per share.In no event shall Class A Ordinary Shares beconvertibleinto Class B Ordinary Shares nor shall any Class B Ordinary Share beconvertibleinto Class A Ordinary Shares,and there is no sunset provisions thatlimitthe lifespan of the Class B Ordinary Shares.See“Description of ShareCapital” for more details. Asof the date of this prospectus,17,864,000 Class A Ordinary Shares and14,500,000Class B Ordinary Shares were issued and outstanding.Our ControllingShareholdersmust keep more than 82,307,000 Class A Ordinary Shares or 8,230,700Class B Ordinary Shares to control 50% of the voting power of the Company and controlthe outcome of matters submitted to shareholders for approval. Subsequentto the Offering,19,614,000 Class A Ordinary Shares and 14,500,000ClassB Ordinary Shares will be issued and outstanding.A shareholder will need tokeepmore than 82,307,000 Class A Ordinary Shares or 8,230,700 Class B OrdinarySharesto control 50%of the total voting power of our then outstanding OrdinaryShares,assuming the underwriters do not exercise their over-allotment option.Thereisno restriction for potential future issuances of Class B Ordinary Shares.If suchoccurred,the voting power of the holders of the Class A Ordinary Shares will bediluted. In addition, because of the ten-to-one voting ratio between our Class B and ClassAOrdinary Shares,the concentrated control may limit or preclude your ability toinfluencecorporatemattersfortheforeseeablefutureandtheControllingShareholderswill have the ability to determine all matters requiring approval by shareholders,including the election of directors,amendments of our organizationaldocumentsand any merger,consolidation,sale of all or substantially all of ourassetsor other major corporate transactions requiring shareholder approval.See“RiskFactors—Ourdual-class voting structure will limit your ability toinfluencecorporate matters and could discourage others from pursuing any change ofcontroltransactions that holders of our Class A Ordinary Shares may view asbeneficial”. Table of Contents Exceptwhere the context otherwise requires or where otherwise indicated,theterms“Company,”“we,”“us,”“our,”“our Company,”“our Group”and“ourbusiness” refer, prior to the reorganization discussed below, to Agencia Taiwan and,afterthe reorganization,to Agencia Cayman,in each case together with itsconsolidatedsubsidiaries as a consolidated entity.Where the discussions in thecontextrelate to business operations and/or financial performan