Micropolis AI Robotics美股招股说明书(2026-01-16版)

We are not offering any securities for sale under this prospectus and will not receive any proceeds from sales of Registered Shares bythe Selling Shareholder. We may, however, receive proceeds if and to the extent the Warrant is exercised for cash. The Warrant isexercisable for up to 5,000,000 Warrant Shares at an exercise price of $5.00 per share. If the Warrant were exercised in full for cash atthat price, we would receive gross proceeds of up to approximately $25.0 million. The Warrant also permits cashless exercise incertain circumstances, in which case we would not receive cash proceeds. The Conversion Shares are initially issuable at a conversion price of $2.75 per share, subject to customary adjustments. Conversions ofthe note and exercises of the Warrant are subject to limitations, including a 9.99% beneficial ownership cap and an “Exchange Cap”that limits aggregate issuances to 19.99% of our outstanding Ordinary Shares (as adjusted) absent shareholder approval or theavailability of an applicable home-country practice exception. As a result of these caps, and because the instruments includeadjustment mechanisms, the actual number of Ordinary Shares ultimately issuable may differ from the amounts set forth in thisprospectus. We have engaged Maxim Group LLC as our non-exclusive placement agent (the “Placement Agent”) to use its commerciallyreasonable efforts for the Company’s proposed private placement of equity, equity-linked or debt securities of the Company. We paidthe Placement Agent an aggregate fee equal to 7.0% of the gross proceeds of the Offering. See “Plan of Distribution” of thisprospectus for more information regarding these arrangements. This prospectus provides a general description of the Registered Shares and the general manner in which the Selling Shareholder mayoffer and sell them. The Selling Shareholder may sell the Registered Shares on one or more occasions, at fixed prices, at prevailingmarket prices, at prices related to prevailing market prices, or at negotiated prices. We will pay the registration expenses associatedwith this offering; the Selling Shareholder will pay any selling commissions and brokerage fees it incurs. Our registration of theRegistered Shares does not mean the Selling Shareholder will sell any or all of such shares, and the timing and amount of any sales arewithin the Selling Shareholder’s discretion. We may provide prospectus supplements to add, update or change information contained in this prospectus. Any applicablesupplement should be read together with this prospectus. We are responsible only for the information contained in (or incorporated byreference into) this prospectus and any applicable prospectus supplement. We have not authorized any person to provide informationor make any representation different from, or in addition to, that contained herein. Do not rely on any information or representation notcontained or incorporated by reference in this prospectus and any supplement. Neither the delivery of this prospectus nor any salemade under it implies that there has been no change in our affairs since the date of this prospectus or that the information herein iscorrect as of any time after its date. We and the Selling Shareholder will not make an offer to sell or solicit an offer to buy the Registered Shares in any jurisdiction wheresuch offer or sale is not permitted. Before you invest, you should read this prospectus (and any supplement) and carefully consider theinformation under “Risk Factors.” Neither we nor the Selling Shareholder have authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We andthe Selling Shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and injurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to representanything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. Thisprospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale isnot permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as ofthe date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectussupplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed sincethose dates. Unless otherwise indicated, “Micropolis,” “the Company,” “we,” “us,” and “our” refer to Micropolis Holding Company. References to“Note” mean