SunScout Holding Ltd-A美股招股说明书(2026-08-13版)

3,100,000 ClassA Ordinary Shares This is an initial public offering of our class A ordinary shares of par value of US$0.0001 each (the “ClassAOrdinary Shares”). We are a Cayman Islands exempted company with limited liability with principal places ofbusiness in NewZealand and the UnitedStates through our wholly-owned subsidiaries, SunScout New ZealandLimited, a limited liability company formed in New Zealand (“SunScout NZ”), and Brightway Energy LLC, alimited liability company formed in the State of Delaware (“SunScout USA”), respectively. We are offering, ona firm commitment basis, 3,100,000 ClassA Ordinary Shares. The initial public offering price of the ClassAOrdinary Shares is US$5.00 per ClassA Ordinary Share. Prior to this offering, there had been no public market for our ClassA Ordinary Shares. We have received theapproval to list our ClassA Ordinary Shares from the New York Stock Exchange American (“NYSE American”)and the New York Stock Exchange Texas (“NYSE Texas,” and together with NYSE American, the “StockExchanges”) under the symbol “SNSC.” Our authorized share capital is US$50,000 divided into 500,000,000 ordinary shares of par value of US$0.0001each, comprising (a)450,000,000 ClassA Ordinary Shares and (b)50,000,000 class B ordinary shares of parvalue of US$0.0001 each (the “ClassB Ordinary Shares”). As of the date of this prospectus, there are20,000,000 ClassA Ordinary Shares and 15,000,000 ClassB Ordinary Shares issued and outstanding. EachClassA Ordinary Share shall entitle the holder thereof to one (1)vote on all matters subject to vote at generalmeetings of the Company, and each ClassB Ordinary Share shall entitle the holder thereof to twenty (20)voteson all matters subject to vote at general meetings of the Company. In no event shall Class A Ordinary Shares beconvertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible into Class AOrdinary Shares. Each Class A Ordinary Share confers upon the holder thereof the right to receive distributionsand dividends as provided for in our Post-offering Memorandum and Articles of Association. Class B OrdinaryShares do not confer upon the holders thereof any rights to receive any dividend or other distribution made bythe Company or return of capital or the distribution of the surplus assets of the Company. Save and except forvoting rights, dividend rights and other economic rights, the Class A Ordinary Shares and the Class B OrdinaryShares rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions. Throughout this prospectus, unless the context indicates otherwise, any references to “us”, “we”, “our”“SunScout,” “the Company,” or “our Company” are to SunScout Holding Limited, a Cayman Islands holdingcompany. Neither the UnitedStates Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense. Investing in our ClassA Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment.See Risk Factorsbeginning on page 16to read about factors you should consider beforebuying our ClassA Ordinary Shares. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S.federal securitieslaws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications ofOur Being an Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” beginningon pages 12 and 12 of this prospectus for more information. Table of Contents We were incorporated in the Cayman Islands on August18, 2025, as a holding company of our business, which,upon the completion of the restructuring as described below, will be operated through our wholly-ownedsubsidiaries, SunScout NZ and SunScout USA, in New Zealand and the United States respectively.The ClassAOrdinary Shares offered in this offering are shares of the holding company that is incorporated in the CaymanIslands and not equity interests in SunScout NZ or SunScout USA. You are investing in ClassA Ordinary Shares of the Company, the Cayman Islands holding company. Investorsof our ClassA Ordinary Shares are not purchasing and may never directly hold equity interests in SunScout NZor SunScout USA.Such a structure involves unique risks to investors in this offering. Our issued and outstanding share capital consists of 23,100,000 ClassA Ordinary Shares, assuming theunderwriters do not exercise their over-allotment option. This share count excludes the Class A Ordinary Sharesissuable to the sellers under the Brightway MPA (as defined herein), having an aggregate value of $3,000,000,with the number of such Class A Ordinary Shares to be calculated based on the actual initial public offeringprice of the Class A Ordinary Shares in this offering, which, pursuant to the ter