智能金融公司美股招股说明书(2025-12-03版)

PROSPECTUS Offer to ExchangeUp to $100,000,000 aggregate principal amount of7.25% Fixed-to-Floating Rate Subordinated Notes due 2035that have been registered under the Securities Act of 1933 We will not receive any cash proceeds from this exchange offer. The issuance of the New Notes in exchange for the OldNotes will not result in any increase in our outstanding indebtedness. Old Notes that are not exchanged for New Notes in thisexchange offer will remain outstanding. The exchange offer is not subject to any minimum tender condition, but is subject to Upon expiration of the exchange offer, all Old Notes that have been validly tendered and not withdrawn will be exchangedfor an equal principal amount of New Notes. The terms of the New Notes are identical in all material respects to the terms of theOld Notes, except that the New Notes are registered under the Securities Act and are generally not subject to transferrestrictions, are not entitled to registration rights under the registration rights agreement that we entered into with the initialpurchasers of the Old Notes and do not have the right to additional interest under the circumstances described in that registration The New Notes are a new issue of securities. There is no existing established trading for the Old Notes or the New Notes,and we do not expect any established trading to develop in the future for either the Old Notes or the New Notes. The Old Notesare not listed on any national securities exchange or quoted on any automated dealer quotation system, and we do not intend tolist the New Notes on any national securities exchange or seek quotation on any automated dealer quotation system. You may withdraw your tender of Old Notes at any time prior to the expiration of the exchange offer. We will exchange allof the outstanding Old Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer foran equal principal amount of New Notes. Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that itwill deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Abroker-dealer that acquired Old Notes because of market-making or other trading activities may use this prospectus, assupplemented or amended from time to time, in connection with resales of the New Notes for a period of 180days after the Investing in our securities involves certain risks. See “Risk Factors” beginning on page8, as well as the risk factors contained inourAnnual Report on Form 10-K for the fiscal year ended December31, 2024and in the other reports filed by us with the Securitiesand Exchange Commission and incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Thesesecurities are not savings or deposit accounts or other obligations of any bank and are not insured or guaranteed by the FederalDeposit Insurance Corporation or any other governmental agency. The date of this prospectus is December3, 2025. ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiINFORMATION INCORPORATED BY REFERENCEiiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSivSUMMARY1RISK FACTORS8USE OF PROCEEDS17THE EXCHANGE OFFER18DESCRIPTION OF THE NOTES26MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS42PLAN OF DISTRIBUTION43LEGAL MATTERS43EXPERTS43 ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement that we have filed with the Securities and ExchangeCommission (the “SEC”) under the Securities Act. This prospectus does not contain all the information setforth in the registration statement, certain parts of which are omitted in accordance with the rules andregulations of the SEC. For further information with respect to us, the exchange offer and the securities We are providing this prospectus to holders of Old Notes in connection with our offer to exchange OldNotes for New Notes. We are not making this exchange offer in any jurisdiction where the exchange offer is You should rely only on the information contained or incorporated by reference in this prospectus andin the accompanying exchange offer transmittal documents filed by us with the SEC. We have notauthorized any other person to provide you with any other information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. You should not assume that the information You should not consider any information in this prospectus to be investment, legal or tax advice. Youshould consult your own counsel, accountant and other advisors for legal, tax, business, financial and Each broker-dealer that receives New Notes for its own account in exchange for Old Notes acquired bythe broker-dea