大搜车美股招股说明书(2026-06-26版)

This is an initial public offering of 3,000,000 American depositary shares, or ADSs, of DSCHoldings Ltd. Each ADS represents 20 of our ClassA ordinary shares, par value US$0.0001 pershare. Prior to this offering, there has been no public market for the ADSs or our ClassA ordinaryshares. The initial public offering price is US$17.0 per ADS. We have been approved for listing theADSs representing our ClassA ordinary shares on the Nasdaq Global Market under the symbol“DSC.” Neither the UnitedStates Securities and Exchange Commission nor any other regulatory bodyhas approved or disapproved of these securities, or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Following the completion of this offering, our issued and outstanding share capital will consist ofClassA ordinary shares and ClassB ordinary shares. Mr.Junhong Yao, our founder, director andchief executive officer, will beneficially own all of our issued and outstanding ClassB ordinary sharesand will be able to exercise approximately 85.4% of the total voting power of our issued andoutstanding share capital immediately following the completion of this offering. Holders of ClassAordinary shares and ClassB ordinary shares have the same rights except for voting and conversionrights. Each ClassA ordinary share is entitled to one vote. Each ClassB ordinary share is entitled to10 votes. Each ClassB ordinary share is convertible into one ClassA ordinary share at any time bythe holder thereof, while ClassA ordinary shares are not convertible into ClassB ordinary sharesunder any circumstances. Upon any sale, transfer, assignment or disposition of any ClassB ordinaryshare by a holder thereof to any non-affiliate to such holder, each of such ClassB ordinary share willbe automatically and immediately converted into one ClassA ordinary share. See “Description ofShareCapital.”Immediately following the completion of this offering,we will be a“controlledcompany” within the meaning of the Nasdaq rules. See “Principal Shareholders.” API (HONG KONG) INVESTMENT LIMITED (together with its affiliates, “API”), through one of itsaffiliates, has subscribed for, and been allocated by the underwriters an aggregate of 1,529,411ADSs. API’s subscriptions for the ADSs are at the initial public offering price and on the same termsas the other ADSs being offered. The underwriters receive the same underwriting discounts andcommissions on any of the ADSs sold to API as they do on any other ADSs sold to the public in thisoffering. For additional information, see “Underwriting.” We are an “emerging growth company” under the U.S. federal securitieslaws and will be subject to reduced public company reporting requirements.Investing in our ADSs involves risks. See “Risk Factors” beginning on page40of this prospectus. DSC Holdings Ltd. (“DSC” or the “Company”) is a Cayman Islands holding company with nosubstantial operations of its own. The Company conducts its current operations primarily through itssubsidiaries in China and through the contractual arrangements between such subsidiaries and twovariable interest entities, namely Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Table of Contents Souche”)and Beijing Peak Technology Co.,Ltd.(“Beijing Peak,”and together with HangzhouSouche, the “VIEs”), and their subsidiaries. The VIEs are combined or consolidated for accountingpurposes only and DSC does not own any equity interests in the VIEs. The PRC laws and regulationsrestrict and impose conditions on direct foreign investment in certain types of business, includingvalue-addedtelecommunications business, and we therefore operate these businesses in Chinathrough the VIE structure which provides investors with exposure to foreign investment in the Chineseoperating companies where the PRC laws impose limitations on us from direct foreign investment inthe operating companies. For a summary of these contractual arrangements, see “Corporate Historyand Structure—Contractual Arrangements with the VIEs and Their Shareholders.” Investors arepurchasing equity interests in DSC, the Cayman Islands holding company, and are not purchasing,and may never directly hold, equity interests in the VIEs. Investors who are non-PRC residents maynever directly hold equity interests in the VIEs under current PRC laws and regulations. As used inthis prospectus, “we,” “us,” or “our” refers to DSC and its subsidiaries. Our corporate structure is subject to risks relating to our contractual arrangements with the VIEsand their shareholders. The VIEs and their subsidiaries generated 37.7%, 42.1% and 59.8% of ourtotal revenues in 2023, 2024 and 2025, respectively. As of December31, 2024 and 2025, the totalcurrent assets and non-current assets of the VIEs and their subsidiaries accounted for 62.3% and63.9% of our consolidated total assets, respectively. As of the date of this prospectus, our contractualarrangements with the VIEs have not been tested i