鼎信控股美股招股说明书(2025-11-12版)

13,333,333 Class A Ordinary Shares andUp to 26,666,666 Warrants to Purchase up to 26,666,666 Class A Ordinary Shares andUp to 26,666,666 Class A Ordinary Shares issuable upon the exercise of the Warrants Decent Holding Inc. (“Decent Cayman”, the“Company”, “we”, “our”, or “us”) is offering, on a reasonable best effort basis,13,333,333 Class A Ordinary Shares and up to 26,666,666 warrants (the “Offering”). Each whole warrant is exercisable for one ClassA Ordinary Share at an exercise price equal to 110% of the public offering price of the Class A Ordinary Shares in this offering. We do not intend to apply for listing of the Warrants on any national securities exchange or other trading market, and we do notbelieve any such market will develop. Therefore, the liquidity of the Warrants will be limited and should be considered illiquid. This prospectus also relates to the ClassA ordinary shares issuable from time to time upon the exercise of the Warrants hereby. Our ClassA ordinary shares are listed on Nasdaq under the symbol “DXST”. On November 10, 2025, the last reported sale priceof a ClassA ordinary share on Nasdaq was $1.17. There is no established public trading market for the Warrants. The final public offering price has been determined through negotiation between us and the investors based upon a number offactors, including our history and our prospects, the industry in which we operate, our past and present operating results, and thegeneral condition of the securities markets at the time of this offering. The Class A Ordinary Shares are offered at a fixed price and are expected to be issued in a single closing. We will deliver allsecurities to be issued in connection with this Offering delivery versus payment/receipt versus payment upon receipt of investor fundsby us. Accordingly, neither we, nor D.Boral Capital LLC, whom we have engaged as the exclusive placement agent for this offering(the “Placement Agent”) have made any arrangements to place investor funds in an escrow account or trust account since thePlacement Agent will not receive investor funds in connection with the sale of the securities offered hereunder. We have engaged the Placement Agent to use its reasonable best efforts to solicit offers to purchase our securities in this offering.The Placement Agent is not purchasing or selling any of the securities we are offering and is not required to arrange for the purchase orsale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition toclosing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presentlydeterminable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus.We have agreed to pay the Placement Agent the placement agent fees set forth in the table below. See “Plan of Distribution” in thisprospectus for more information. (1)In connection with this offering, we have agreed to pay to the Placement Agent a cash fee equal to five percent (5.0%) of the grossproceeds received by us in the Offering. We have also agreed to reimburse the Placement Agent for all accountable out-of-pocketexpenses related to the Offering of up to $350,000, including legal expenses and other out-of-pocket expenses in connection withits engagement as placement agent. See “Plan of Distribution.” Our ClassA ordinary shares are traded on the Nasdaq under the symbol “DXST.” On November 10, 2025, the last reported saleprice for our ClassA ordinary shares was $1.17 per share. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S.federal securities laws and,as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. We are also a“controlledcompany”under the Nasdaq Rules.See“Prospectus Summary—Implications of Being an Emerging GrowthCompany”,“Prospectus Summary—Implications of Being a Foreign Private Issuer”, and “Prospectus Summary—Implications ofBeing a Controlled Company.” We currently have two classes of ordinary shares outstanding: ClassA ordinary shares and ClassB ordinary shares. The rights ofthe holders of our ClassA ordinary shares and ClassB ordinary shares are identical, except with respect to voting. Each ClassAordinary share is entitled to one vote for each ClassA ordinary share held and each ClassB ordinary share is entitled to twenty(20)votes for each ClassB ordinary share held (either on a poll or on a show of hands). The ClassB ordinary shares are convertibleinto ClassA ordinary shares at any time at the option of the holder. Holders of ClassA ordinary shares and ClassB ordinary shareswill vote together as a single class on all matters submitted to vote of our shareholders, unless otherwise required by applicable law orour amended and restated memorandum and articles of association. Investors are cautioned tha