斯塔克工业美股招股说明书(2026-01-05版)

6,000,000 Class A Ordinary Shares included in the Units 9,000,000 Class A Ordinary Shares Underlying the Warrants We are offering 6,000,000 units (each a “Unit,” and collectively, the “Units”), with each Unit consisting of (i) one Class Aordinary share, $0.001 par value per share (each a “Class A Ordinary Share,” and collectively, the “Class A Ordinary Shares”), and (ii)one and one-half warrants, each whole warrant to purchase one Class A Ordinary Share (each a “Warrant,” and collectively, the“Warrants”) directly to certain investors. We are offering the Units at an offering price of $0.38 per share and the accompanyingwarrants, equal to the arithmetic average of the closing prices of our Class A Ordinary Shares, as reported on the Nasdaq Capital The Warrants offered hereby will have a three-year term and will be exercisable upon the second anniversary of the issuance(the “Commencement Date”), which may be adjusted by the Company pursuant to the terms of the Warrants and in accordance with We are also registering all of the Class A Ordinary Shares issuable from time to time upon full exercise of the Warrantsincluded in the Units offered hereby. See “Description of Share Capital and Governing Documents—Units Being Offered” in this The Units do not have stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A OrdinaryShares and the Warrants included in the Units are immediately separable and will be issued separately in this offering. Our Class A Ordinary Shares are listed on the Nasdaq under the symbol “STAK.” There is no established public trading marketfor the Units or the Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Units or the Warrantson any securities exchange or other trading market. Without an active trading market, the liquidity of the Units and the Warrants will be The number of Units offered in this prospectus and all other applicable information has been determined based on the Offering Our Class A Ordinary Shares began trading on the Nasdaq under the symbol “STAK” on February 26, 2025. On February 27,2025, the Company closed its initial public offering (the “IPO”) of 1,250,000 ordinary shares at a public offering price of $4.00 perordinary share. On March 4, 2025, the underwriters for the IPO partially exercised their over-allotment option to purchase an additional The Company (a) by way of ordinary resolution of shareholders passed at the extraordinary general meeting of the Companyheld on June 5, 2025 (the “EGM”), (i) re-designated and re-classified 37,500,000 authorized ordinary shares (including all of theexisting issued ordinary shares) as 37,500,000 Class A Ordinary Shares of par value $0.001 each, cancelled 12,500,000 authorized butunissued ordinary shares and created a new share class of 12,500,000 Class B Ordinary Shares of par value $0.001 each (each a “ClassB Ordinary Share,” and collectively, the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “OrdinaryShares”); (ii) immediately after such implementation of dual class structure, increased the Company’s authorized share capital to$100,000 divided into 75,000,000 Class A Ordinary Shares of a par value of $0.001 each and 25,000,000 Class B Ordinary Shares of apar value of $0.001 each, by creation of an additional 37,500,000 Class A Ordinary Shares and 12,500,000 Class B Ordinary Shares;and (b) by way of special resolution of shareholders passed at the EGM, (iii) adopted the second amended and restated memorandum Immediately prior to the completion of this offering, the Company has an aggregate of 4,010,349 Class A Ordinary Shareswith one vote each and 9,200,000 Class B Ordinary Shares with 30 votes each, $0.001 par value per share issued and outstanding. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced publiccompany reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk We will continue to be a “controlled company” as defined under the Nasdaq Stock Market Rules because our controllingshareholder, Mr. Chuanbo Jiang, our CEO and Chairman of the board, currently owns 83.7% of our total issued and outstanding ClassB Ordinary Shares, representing 82.5% of the total voting power of as the date of this prospectus, and will own 83.7% of our totalissued and outstanding Class B Ordinary Shares, representing 80.8% of the total voting power following the completion of this offering,assuming that all Units are sold and none of the Warrants included in the Units is exercised. Although we do not intend to rely on the We are not a Chinese operating company but a Cayman Islands holding company without material operations and thisstructure involves unique risks to investors. Investors in our securities should be aware that they are not holding equity interests in ourChinese operating companies directly. Investo