Click Holdings Ltd美股招股说明书(2025-12-22版)

2,282,460 Class A Ordinary Shares to be sold by the Selling Shareholders This prospectus relates to the offer and resale by the Selling Shareholders identified in this prospectus, of up to 2,282,460 Class AOrdinary Shares, of no par value, of Click Holdings Limited. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, orNasdaq, under the symbol “CLIK.” On December 12, 2025, the last reported sale price of our Class A Ordinary Shares on Nasdaq wasUS$5.61 per share. The Selling Shareholders are identified in the table commencing on page 30 of this prospectus. The Selling Shareholders mayoffer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing marketprices. No underwriter or other person has been engaged to facilitate the sale of the Class A Ordinary Shares in this offering. TheSelling Shareholders may be deemed underwriters of the Class A Ordinary Shares that it is offering. We will not receive any of theproceeds from such sales of the Class A Ordinary Shares. We will bear all costs, expenses, and fees in connection with the registrationof these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear allcommissions and discounts, if any, attributable to their sale of Class A Ordinary Shares. See“Plan of Distribution”beginning on page31. We are a “controlled company” as defined under the Nasdsaq Listing Rules, because our Controlling Shareholders controlapproximately 69.71% of the total voting power of our Company. As a result, our Controlling Shareholders can control the outcome ofmatters submitted to the shareholders for approval. Additionally, we may elect to take advantage of certain exemptions from certaincorporate governance requirements that could adversely affect our public shareholders. See “Prospectus Summary — Implications ofBeing a Controlled Company.” We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and will be subject toreduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Companyand a Foreign Private Issuer.” We are not a Chinese operating company, but an offshore holding company incorporated in the British Virgin Islands. Asa holding company with no material operations of our own, we conduct our operations through our operating companies inHong Kong, JFY Corporate Services Company Limited (“JFY Corporate”), Click Services Limited (“Click Services”) andCare U Professional Nursing Service Limited (“Care U”), respectively. The Company’s ownership interest in JFY Corporateand Click Services is held through intermediate companies in BVI. Investors in our Shares should be aware that they will notbe purchasing equity interests in Hong Kong operating companies directly, but rather are purchasing equity solely in our BVIholding company, which indirectly owns equity interests in the operating companies. See “Risk Factors” beginning on page 10of this prospectus for a discussion of risks facing the Company and the offering as a result of this structure. Our operations are solely located in Hong Kong, a special administrative region of the People’s Republic of China (“China” or the“PRC”), with its own governmental and legal system that is independent from mainland China, including having its own distinct lawsand regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion over themanner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the current PRClaws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.However, because our operations are primarily located in Hong Kong, we are still subject to certain legal and operational risksassociated with our operating subsidiaries, JFY Corporate, Click Services and Care U being based in Hong Kong. Additionally, thelegal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong, and we facethe risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulationsand as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data andcyberspace security, and anti-monopoly concerns would be applicable to JFY Corporate, Click Services and Care U, given thesubstantial operations of our operating subsidiaries in Hong Kong and the possibilities that Chinese government may exercisesignificant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any futureactions of the PRC government or authorities in Hong Kong in this regard. Should the PRC government choose to exercise significant oversight and d