As filed with the U.S. Securities and Exchange Commission on December 30, 2025

Registration No. [•]

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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BW Industrial Holdings Inc.
(Name of registrant as specified in its charter)

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Delaware		1541		81-4516346
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2825 Wilcrest Drive, Suite 421
Houston, TX 77042
Tel: (832) 627-6852
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

___________________________________

Copies to:

Louis E. Taubman, Esq.
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Ave., 19th Floor
New York, NY 10022
(212) 530-2210

William Rosenstadt, Esq.
Yarona Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Fl.
New York, NY 10017
(212) 588-0022

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Approximate date of proposed sale to the public:
As soon as practicable after the effective date of the registration statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 30, 2025

PROSPECTUS

2,625,000 Shares of Common Stock

BW Industrial Holdings Inc.

This prospectus relates to an initial offering of 2,625,000 shares of common stock, $0.0001 par value (the “Common Stock”), of BW Industrial Holdings Inc., a Delaware corporation (the “Company”), on a firm commitment basis (the “Offering”). We anticipate that the initial public offering price will be between $7 and $9.

We have reserved the symbol “BWGC” for purposes of listing our Common Stock on the Nasdaq Global Market (“Nasdaq”) and have applied to list our Common Stock on Nasdaq. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Common Stock will be approved for listing on Nasdaq.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Additionally, we are, and following the completion of this Offering, will continue to be, a “controlled company” as defined under Nasdaq Marketplace Rules 5615(c). Mr. Yunlong Zhang, our controlling stockholder, will be able to exercise approximately 57.21% of the aggregate voting power of our issued and outstanding shares of Common Stock and will be able to determine all matters requiring approval by our stockholders, immediately after the consummation of this Offering, assuming the sales of 2,625,000 shares of Common Stock we are offering and no over-allotment option is exercised by the underwriters. Mr. Yunlong Zhang has served as our Chief Executive Officer (“CEO”) and director (“Director”) since November 2016. For further information, see “Principal Stockholders” and “Prospectus Summary — Our Relationship with Our Controlling Stockholder — Mr. Yunlong Zhang.” As a “controlled company”, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements. We will avail ourselves of the “controlled company” exemption under the corporate governance rules of Nasdaq. As of the date of this prospectus, we intend to rely only on the exemption that permits us not to have a nominating and corporate governance committee composed entirely of independent directors. We may in the future take advantage of additional controlled company exemptions. As a result, our board may not be structured in the same manner as the boards of companies that are subject to all of Nasdaq’s corporate governance requirements, and our stockholders may not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See “Prospectus Summary — Implications of Our Being a Controlled Company” and “Risk Factors — Risks Relating to Our Capital Stock and Trading — We will be a ‘controlled company’ within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements”.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

An investment in our Common Stock is speculative and involves a high degree of risk. See “Risk Factors” beginning at page 12 to read about factors you should consider before buying our Common Stock.

	Per Share		Total Without Over-Allotment Option		Total With Over-Allotment Option
Assumed Initial public offering price of Common Stock(1)	$	8.0	$	21,000,000	$	24,150,000
Underwriting discounts(2)	$	0.48	$	1,260,000	$	1,449,000
Proceeds to our company before expenses(3)	$	7.52	$	19,740,000	$	22,701,000

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(1) Assumes an initial public offering price of $8.0 per share of Common Stock, the midpoint of the range set forth on the cover page of this registration statement.

(2) Represents underwriting discounts equal to 6.0% per share of Common Stock. Does not include an unaccountable expense allowance equivalent to one percent (1%) of the gross proceeds received by the Company from the sales of the shares of Common Stock payable to the underwriters, excluding the over-allotment option. We refer you to “Underwriting” beginning on page 86 of this prospectus for a description of compensation payable to the underwriters.

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(3) We have agreed to grant a 45-day option to Eddid Securities USA Inc., the representative of the underwriters (“Representative” or “Eddid”), to purchase up to an additional 393,750 shares of Common Stock, on the same terms and conditions as set forth above solely to cover over-allotments, if any. See “Underwriting” beginning on page 86 for more information.

The Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares of Common Stock if any such shares of Common Stock are taken. We have granted the Representative an option, exercisable for 45 days after the closing of this Offering, to purchase up to an additional 15% of the shares of Common Stock on the same terms as the other shares of Common Stock being purchased by the Representative from us.

The underwriters expect to deliver the shares of our Common Stock against payment in U.S. dollars in New York, New York on or about [•], 2025. In addition, we will pay additional items of value in connection with this Offering that are viewed by the Financial Industry Regulatory Authority (“FINRA”), as underwriting compensation. These payments will further reduce proceeds available to us before expenses.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Eddid Securities USA Inc.

The date of this prospectus is [•], 2025

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		12
Cautionary Statement Concerning Forward-Looking Information		30
Dividend Policy		32
Use Of Proceeds		33
Capitalization		34
Dilution		35
Market Price and Dividends on Registrant’s Common Equity and Related Stockholder Matters		36
Management’s Discussion And Analysis Of Financial Condition and Results of Operations		37
Business		58
Industry		69
Management		77
Executive Compensation		81
Security Ownership of Certain Beneficial Owners and Management		83
Shares Eligible For Future Sale		84
Underwriting		86
Certain Relationships and Related Transactions		91
Description of Securities		93
Legal Matters		96
Experts		96
Disclosure Of Commission Position on Indemnification for Securities Act Liabilities		96
Where You Can Find Additional Information		96
Exhibits and Financial Statement Schedule		F-1

Neither we nor the underwriters have authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about us that is not contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. Information contained in this prospectus or in our other public reports may become stale. You should not assume that the information contained in this prospectus, any prospectus supplement or the documents incorporated by reference are accurate as of any date other than their respective filing dates, regardless of the time of delivery of this prospectus or of any sale of the shares of Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.

For Investors Outside the United States: The underwriters are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Common Stock and the distribution of this prospectus outside the United States.

Unless the context indicates otherwise, as used in this prospectus, the terms “BW Holdings,” “Company,” “we,” “us,” “our,” “our company” and “our business” refer, to BW Industrial Holdings Inc. “Bestwater” or “BW Construction” are to Bestwater USA Inc. (d/b/a BW Industrial Construction), a corporation organized under the laws of Texas, and a wholly owned subsidiary of BW Holdings.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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COMMONLY USED DEFINED TERMS

Unless the context otherwise requires, in this registration statement references to:

• “Bestwater” or “BW Construction” refers to Bestwater USA Inc. (dba. BW Industrial Construction), a wholly owned subsidiary of BW Holdings.

• “BW Holdings” refers to BW Industrial Holdings Inc.

• “Bylaws” refers to the bylaws of BW Holdings, adopted on December 19, 2025.

• “Certificate of Incorporation” refers to the amended and restated certificate of incorporation of BW Holdings, adopted on April 28, 2025 and as amended on December 19, 2025.

• “Company” refers to BW Holdings and its wholly owned subsidiary Bestwater or BW Construction.

• “Common Stock” refers to shares of the Company’s common stock, $0.0001 par value per share.

• “Eddid” refers to Eddid Securities USA Inc.

• “EPC” refers to engineering, procurement, and construction services.

• “Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

• “FINRA” refers to the Financial Industry Regulatory Authority, Inc.

• “Fiscal year” refers to the period from January 1 of each calendar year to December 31 of the following calendar year.

• “MEP” refers to mechanical, electrical, and plumbing services.

• “OSHA” refers to the U.S. Occupational Safety and Health Administration.

• “PRC” and “China” refer to the People’s Republic of China.

• “Quality Control Manager” refers to the individual in charge of implementing, monitoring, and enforcing all quality assurance and quality control procedures.

• “Securities Exchange Commission,” “SEC,” “Commission” or similar terms refer to the Securities Exchange Commission.

• “Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002.

• “Securities Act” refers to the Securities Act of 1933.

• “United States,” “U.S.” and “US” refer to the United States of America.

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PROSPECTUS SUMMARY

The following summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our Common Stock. You should carefully read this prospectus in its entirety before investing in our Common Stock, including the information discussed in the section titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto that appear elsewhere in this prospectus.

Business Overview

We are a U.S.-based engineering, procurement, and construction (“EPC”) company that provides design, construction, and integration services for critical process systems across multiple industrial sectors. We serve companies in automotive parts manufacturing, energy storage and battery manufacturing, renewable energy infrastructure, electronics production, advanced manufacturing, and semiconductor fabrication industries.

Our EPC business has been built on serving international companies, seeking to establish and expand their manufacturing operations in the United States. We believe this experience gives us deep expertise in navigating complex regulatory frameworks, international business practices, and the technical requirements of sophisticated manufacturing processes. We are now leveraging these capabilities to expand our client base to include domestic and more foreign companies with similar technical and project execution needs, and to explore opportunities in public sector projects. This strategy aims to diversify our client base and reduce concentration risk.

As of the date of this prospectus, we meet the eligibility requirements to bid on government projects in Texas and actively participate in government bids in Texas, and have dedicated personnel responsible for bidding on a regular basis. These efforts include monitoring and submitting bids for city-led municipal water and wastewater infrastructure projects.

We believe our Houston headquarters positions us strategically to serve clients throughout North America, with proximity to major industrial corridors, suppliers, and skilled labor markets. We believe our experience bridging international standards with U.S. regulatory requirements, combined with our track record in complex industrial projects, enables us to deliver efficient, compliant solutions for clients seeking comprehensive EPC services.

For the years ended December 31, 2023 and 2024, our revenue was approximately $29.1 million and approximately $102.0 million, respectively. The revenue from EPC services accounted for approximately $28.0 million, representing 96% of the total revenue for the year ended December 31, 2023, and approximately $102.0 million, representing 100% of the total revenue for the year ended December 31, 2024, respectively. Our net income was approximately $4.1 million and approximately $7.8 million for the years ended December 31, 2023 and 2024, respectively.

For the nine months ended September 30, 2024 and 2025, our revenue was approximately $66.3 million and approximately $19.9 million, respectively. The revenue from EPC services accounted for approximately $66.2 million, representing approximately 100% of total revenue for the nine months ended September 30, 2024, and approximately $19.7 million, representing 99% of total revenue for the nine months ended September 30, 2025. Our net income was approximately $5.6 million and approximately $5.4 million for the nine months ended September 30, 2024 and 2025, respectively.

We are dependent on large construction projects for which we recognize revenue over time. These projects can take up to several months or more than one year. Such projects represent a significant portion of our total revenue and as a result, our financial performance in any given reporting period or fiscal year may fluctuate due to the timing and completion of such projects, as well as the number and size of such projects in any given year.

In addition, our customers typically have the unilateral right to terminate existing contracts without cause. Upon any such termination for convenience, we are entitled to receive compensation for the work we have already performed and for the costs incurred by us as a result of such termination, but we would not be able to receive the full amount of revenues that would have been generated had the project continued through completion. This termination structure provides our customers with flexibility but also introduces the risk that a significant project could be terminated prior to completion, which could impact our revenues and results of operations.

History and Corporate Structure

BW Holdings was incorporated in Delaware on April 28, 2025, and is headquartered in Houston, Texas. The Company operates through its wholly owned operating subsidiary, Bestwater, doing business as BW Industrial Construction, a corporation organized under the laws of Texas on November 21, 2016.

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On June 5, 2025, the Company entered into a share exchange agreement with Bestwater and its stockholders, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of Bestwater’s, and in exchange, issued an aggregate of 19,400,000 shares of the Company’s Common Stock (the “Share Exchange”) to stockholders of Bestwater. As a result of the Share Exchange, Bestwater became a wholly owned subsidiary of the Company. The Share Exchange is recognized as a combination of entities under common control as both Bestwater and the Company have been controlled before and after the transaction by the same stockholders. As such, the financial statements and financial information contained in this filing for prior years have been retrospectively adjusted as if the Share Exchange had occurred at the beginning of the earliest period presented.

On December 19, 2025, the Company effectuated a forward split of its issued and outstanding shares of Common Stock at a ratio of 1-for-2 without amending its par value (the “Forward Split”). As a result of the Forward Split, the issued and outstanding shares of Common Stock of Company increased from 9,700,000 shares to 19,400,000 shares. Unless otherwise noted, the number of shares is presented on a post-Forward Split basis.

Below is the chart showing the Company’s corporate structure as of the date of this prospectus and as of the closing of the Offering (assuming the over-allotment option is not exercised in full):

Our Competitive Strengths

• Comprehensive Pre-Construction Advisory Services. Unlike many regional EPC firms that focus primarily on construction execution, we differentiate ourselves by offering a full suite of pre-construction advisory services beginning at the initial stages of project development. Our support includes industrial site selection, regulatory and permitting feasibility assessments, and analysis of local policies and development incentives. We believe this service is especially valuable to foreign manufacturers and other clients unfamiliar with the U.S. regulatory landscape, enabling them to navigate complex requirements with confidence. By engaging early in the project lifecycle, we aim to help clients make faster, better-informed strategic decisions before committing significant capital.

• Cross-Border Technical and Regulatory Navigation. Many of our clients operate mature production facilities in China and other international markets and seek to replicate proven processes in their U.S. operations. Our team specializes in working with foreign design documents, technical specifications, and manufacturing layouts. We collaborate with U.S.-licensed architects and engineers to translate these foreign design documents into U.S.-compliant construction drawings while preserving the operational logic and efficiency of the original designs. We believe this cross-border technical expertise enables us to leverage clients’ existing investments in manufacturing processes, that we believe significantly reducing design time and costs compared to approaches that require complete facility redesign from the ground up.

• Effective Change Order Management Through Cultural Insight and Technical Expertise. International clients often face costly change orders when working with contractors due to communication gaps, cultural misunderstandings, inconsistent documentation practices, and differing interpretations of regulatory requirements. We have observed projects where change orders have reached 100% of original contract values, doubling the project costs. Our approach focuses on minimizing such cost overruns through better upfront

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coordination and communication. Our team’s deep understanding of the U.S. business norms and technical design standards enables us to proactively identify and resolve potential issues during the planning phase. Through our translation of the original design documents into locally compliant construction drawings, we aim to reduce ambiguity and increase project alignment from the outset. This collaborative, detail-oriented approach tends to minimize the likelihood of scope changes and contributes to more predictable project outcomes.

• Strategic Procurement Optimization. We engage clients early in the design process to optimize material and equipment sourcing strategies, determining which components can be procured internationally for cost advantages and which must be sourced domestically for compliance or logistical reasons. Our experience with international supply chains and long-lead procurement enables proactive planning during design phases, reducing project delays and cost overruns.

• Specialized Technical Expertise in Advanced Manufacturing. We have successfully delivered complex industrial facilities across lithium battery manufacturing, solar panel production, and precision glass manufacturing. Our technical capabilities include cleanroom construction, hazardous material handling systems, ultra-pure process systems, and advanced mechanical, electrical, and plumbing (“MEP”) integration required for high-technology manufacturing environments.

Our Growth Strategies

• Market Expansion. We are pursuing a market expansion strategy to serve domestic and more foreign industrial clients across Asia and the Americas. This strategy aims to diversify our client base and reduce concentration risk. As of the date of this prospectus, we meet the eligibility requirements to bid on government projects in Texas and actively participate in government bids in Texas, and have dedicated personnel responsible for bidding on a regular basis. These efforts include monitoring and submitting bids for city-led municipal water and wastewater infrastructure projects.

• Technology and Systems Enhancement. To support scalable project delivery and stay current with industry best practices as we grow, we plan to invest more in our technology infrastructure. As of the date of this prospectus, we are considering exploring the use of AI-powered design tools because we believe such tools could help generate 3D models during the design process more efficiently and may support additional interactive functionalities in the future. These proposed technology investments are designed to enhance cross-team collaboration, reduce construction-phase issues, and ultimately deliver better outcomes for our clients while increasing our operational efficiency.

• Leveraging Policy Incentives for Market Expansion. We plan to capitalize on the growing availability of U.S. policy incentives designed to attract foreign manufacturing investment to expand our client base and accelerate project pipelines. If more states and localities offer tax abatements, infrastructure support, and streamlined permitting to attract international manufacturers, we believe we will be positioned to serve as a critical bridge helping these companies navigate and maximize these benefits. We believe our expertise in guiding clients through incentive application processes, including industrial site selection, regulatory and permitting feasibility assessments, analysis of local policies and development incentives, and government communications creates opportunities to engage with prospects earlier in their decision-making process, potentially leading to larger project scopes and stronger client relationships.

• Potential Vertical Integration. As part of our long-term strategic planning, as of the date of this prospectus, we are considering potential vertical integration opportunities, including the possible acquisition of local design institutes or steel fabrication facilities. These potential acquisitions could enhance our in-house capabilities and provide greater control over project timelines and quality. However, as of the date of this prospectus, no formal discussions have taken place, and no specific acquisition targets have been identified.

Our EPC Services

Our service offerings are structured to meet diverse client needs and project phases, providing flexibility in engagement scope and timing. Most of our revenue is derived from full-scope EPC projects or multi-phase service arrangements that span significant portions of the project lifecycle. These projects typically have an average duration of approximately 12 months, which we believe is faster than some competitors in our sector. While we generally act as the general contractor, we also provide specialized EPC services as a subcontractor in one project in Arizona. We believe this service structure enables us to build relationships progressively while providing project owners the flexibility to engage us at the appropriate project phase and scope level for their specific needs.

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We have successfully executed complex, large-scale industrial projects across various sectors, including the renewable energy, automotive, and advanced manufacturing sectors. Our past work includes providing full EPC services for both the construction and renovation of renewable energy production facilities, and an automotive glass manufacturing plant, covering MEP, compressed air systems (“CAS”), and heating, ventilation, and air conditioning (“HVAC”) installations. We also led the design and installation of dust collection, insulation, and vacuum piping systems at battery manufacturing facilities.

Our Products

In addition to our core EPC service offerings, we have expanded into product development in the second quarter of 2025 and plan to launch our first proprietary product line: modular water treatment systems. These containerized systems are designed to provide clean drinking and domestic-use water and can be rapidly deployed with minimal on-site setup with the connection to a water source and power supply.

The systems are self-contained and highly portable, making them suitable for a range of use cases. They integrate multi-stage filtration, sterilization, and intelligent control functions to produce potable water that meets drinking water standards. The system features automatic operation, remote monitoring, and a plug-and-play structure, reducing installation costs and labor intensity for end users. We believe this product is suitable for a range of use cases. In North America, we expect the primary customer base to include commercial users such as camping grounds, remote worksites, and private ranches where access to municipal water is limited. In Central and South America, we anticipate demand from government agencies or non-profit organizations (“NGOs”) for installations in rural or underserved residential areas where access to drinkable water is a critical need.

As of the date of this prospectus, we have completed the product development and market analysis phase. We expect to initiate pilot deployments and small-scale production runs in the first quarter of 2026 and are targeting initial commercial sales in the first half of 2026. We believe the material challenges to commercialization include obtaining required certifications to comply with regional water quality standards, establishing reliable manufacturing and distribution arrangements, demonstrating cost competitiveness to the target customers, and gaining market acceptance for a new product line without an established sales track record. We expect the costs of the product launch and the promotion to be approximately $200,000 annually, and we intend to fund these activities with our existing resources. In the event that we use a portion of the net proceeds from this Offering to fund our commercialization upstart, we do not expect we will require additional financing beyond the expected proceeds of this Offering. However, there can be no assurance that we will overcome these challenges on the anticipated timeframe or that we will not require additional capital to fund our anticipated commercialization beyond the anticipated net proceeds of this proposed offering.

Corporate Information

Our principal executive office is located at 2825 Wilcrest Drive, Suite 421, Houston, Texas, 77042. Our telephone number at our principal executive office is 832-627-6852. Our corporate website is https://bsw-epc.com/. The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

Implications of Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives, and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

• are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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• are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);

• are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; and

• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Implications of Our Being a Controlled Company

Following the completion of this Offering, Mr. Yunlong Zhang will beneficially own approximately 57.21% of the aggregate voting power of our issued and outstanding shares of Common Stock assuming no exercise of the underwriters’ over-allotment option, or approximately 56.2%, assuming full exercise of the underwriter’s over-allotment option. As a result, Mr. Zhang will have the ability to control matters requiring stockholder approval, including the election of directors, amendment of the articles of incorporation and approval of certain major corporate transactions in accordance with the Delaware General Corporation Law. As such, we will be deemed to be a “controlled company” under Nasdaq Marketplace Rules 5615(c). As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

• the requirement that our director nominees be selected or recommended solely by independent directors; and

• the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

We will avail ourselves of the “controlled company” exemption under the corporate governance rules of Nasdaq. As of the date of this prospectus, we intend to rely only on the exemption that permits us not to have a nominating and corporate governance committee composed entirely of independent directors. We may in the future take advantage of additional controlled company exemptions. As a result, our board may not be structured in the same manner as the boards of companies that are subject to all of Nasdaq’s corporate governance requirements, and our stockholders may not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Implications of Being a Smaller Reporting Company

We are also a “smaller reporting company,” as defined under Rule 405 under the Securities Act of 1933, as amended. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as:

(1) the market value of our stock held by non-affiliates is less than $250 million; or

(2) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates was less than $700 million.

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For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not applicable to a smaller reporting company. For example, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our annual report (the “Annual Report”) on Form 10-K, and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. As a result, the information in this prospectus supplement, the accompanying base prospectus, or the documents incorporated by reference herein and therein that we provide to our investors in the future may be different than what investors might receive from other public reporting companies. If investors consider our Common Stock less attractive as a result of our election to use the scaled-back disclosure permitted for smaller reporting companies, there may be a less active trading market for our Common Stock and our share price may be more volatile.

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Summary of the Offering

This Offering relates to the offer and sale of our shares of Common Stock.

Issuer		BW Industrial Holdings Inc.
Securities offered by us		2,625,000 shares of Common Stock (or 3,018,750 shares of Common Stock if the underwriters exercise their option to purchase additional shares of Common Stock in full within 45 days of the closing date of this Offering).
Over-allotment option		We have granted to the underwriters an option, exercisable within 45 days from the closing of the Offering to purchase up to an aggregate of 393,750 additional shares of Common Stock.
Form of the Offering		Firm commitment basis
Offering price		We estimate that the initial public offering price will be in the range of $7.0 to $9.0 per share of Common Stock.
Shares of Common Stock outstanding before this Offering		19,400,000 shares of Common Stock
Shares of Common Stock outstanding following the Offering		22,025,000 shares of Common Stock assuming no exercise of the underwriters’ over-allotment option. 22,418,750 shares of Common Stock, assuming full exercise of the underwriters’ over-allotment option.
Use of proceeds		We intend to use proceeds from the Offering for business expansion, strategic acquisitions and working capital and other general corporate purposes. See “Use of Proceeds” for additional information.
Lock-up		We have agreed not to, for a period of six (6) months from the date of this prospectus, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our Common Stock or any securities convertible into or exercisable or exchangeable for shares of our Common Stock (excluding, however, the issuance of any shares of our Common Stock or other equity awards pursuant to our executive compensation or employee benefit plan), without the prior written consent of the Representative. All of our directors and officers and our principal stockholders (5% or more stockholders) have agreed with the underwriters, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Common Stock or securities convertible into or exercisable or exchangeable for our Common Stock for a period of six (6) months after the date of this prospectus. See “Underwriting — Lock-up Agreements” for more information.

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Risk Factors		An investment in our Common Stock is speculative and involves substantial risks. You should read the “Risk Factors” section beginning on page 12 of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our Common Stock.
Transfer Agent		[•]
Listing		We have applied to list our share of Common Stock on the Nasdaq Global Market. At this time, Nasdaq has not yet approved our application to list our shares of Common Stock. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our shares of Common Stock will be approved for listing on Nasdaq.
Proposed Stock Symbol		We have reserved the symbol “BWGC” for the trading of our Common Stock on Nasdaq

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Summary of Risk Factors

Risks Related to Our Business and Operation

• Demand for our services may decrease during economic downturns or unpredictable economic cycles, which would most likely affect our businesses adversely.

• Our dependence on large construction contracts may result in uneven financial results.

• We derive a substantial portion of our revenue from a limited number of clients, and the loss of one or more of these clients could materially and adversely affect our business and results of operations.

• We rely on a limited number of vendors, and the loss of, or a disruption in the operations of, any of these parties could materially and adversely affect our business.

• Actual results could differ from the assumptions and estimates used to prepare our consolidated financial statements.

• Project backlog amounts may be uncertain indicators of future revenues as project realization may be subject to unexpected adjustments, delays, and cancellations.

• Our results could be adversely affected by natural disasters, human-made disasters, or other catastrophic events.

• Artificial intelligence (“AI”) poses risks that could adversely affect our business, results of operations, and financial condition.

• Intense competition for engineering, procurement and construction contracts could reduce our market share.

• Changes in government incentives or trade policies could reduce demand for our services and adversely impact our business.

• Labor disruptions could adversely affect our operations.

• Expectations of customers and investors may change with respect to sustainability practices, which may impose costs.

• We rely on internally generated cash flows to fund our operations and growth, and any disruption to our cash flow could adversely affect our business.

• We may experience reduced profits or incur losses under fixed-price contracts if costs increase above estimates.

• If we guarantee the timely completion or the performance of a project, we could incur additional costs to fulfill such obligations.

• We may be involved in litigation, liability claims and contract disputes which could reduce our profits and cash flows.

• Our failure to recover adequately on change orders submitted to project owners could have a material effect on our financial results.

• The shortage of skilled craft labor may negatively impact our ability to execute on our long-term construction contracts.

• Our dependence upon third parties to complete our contracts may adversely affect our performance under current and future construction contracts.

• Failure to maintain safe work sites could result in losses as we work on projects that are inherently dangerous.

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• We may be unable to obtain or maintain sufficient bonding capacity, which could materially adversely affect our business.

• Our insurance may not be sufficient.

• Future acquisitions and/or investments may not occur, which could limit the growth of our business, and the integration of acquired companies may not be successful.

• Our failure to protect our management information systems against security breaches could adversely affect our business and results of operations.

• We could be adversely affected by violations of the Foreign Corrupt Practices Act and similar anti-bribery laws.

• Our continued success requires us to retain and hire talented personnel.

Risks Related to This Offering and Our Shares of Common Stock

• There is no existing market for our securities, and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this Offering, the stock prices in the market may not exceed the offering price.

• BW Holdings is a holding company and our operations, cash flow, and ability to pursue enhancement opportunities depend on the earnings, distributions, and financial condition of our subsidiaries.

• The market price of our Common Stock is likely to be highly volatile, and you could lose all or part of your investment.

• Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to macroeconomic conditions and other factors, some of which are beyond our control, resulting in a decline in our stock price.

• Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock.

• If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares.

• We have no current plans to pay cash dividends on our Common Stock for the foreseeable future, and you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

• Our management will have broad discretion in how we use the net proceeds of this Offering and might not use them effectively.

• Our founder and principal stockholder has substantial influence over our company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

• The sale or availability for sale of substantial amounts of our Common Stock could adversely affect its market price.

• You will experience immediate and substantial dilution as a result of this Offering and may experience additional dilution in the future.

• We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

• Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

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• As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies.

• Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with standard public company effective dates.

• We will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements.

• If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Common Stock adversely, the price of our Common Stock and trading volume could decline.

• Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

• Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

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RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you decide to invest in our shares of Common Stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Operation

Demand for our services may decrease during economic downturns or unpredictable economic cycles, which would most likely affect our businesses adversely.

The engineering and construction industry is prone to cyclical fluctuations influenced by factors such as economic recessions, downturns in project owners’ business cycles, material shortages, subcontractor price hikes, interest rate changes, regulatory and political change, and other external economic factors.

When the general level of economic activity deteriorates, uncertainty about future business prospects increases, prompting clients to potentially delay or cancel projects. This includes new construction projects, manufacturing facility buildouts, production line expansions, and installation of critical process systems. The adverse financial condition of the industry could diminish our customers’ ability and willingness to fund capital expenditures or pursue significant projects in the future. Furthermore, specific economic, regulatory and market conditions affecting our clients may lead to a decrease in demand for our services, causing delays, reductions, or cancellations of projects essential to our future business forecasts.

Our dependence on large construction contracts may result in uneven financial results.

Our EPC services activities are concentrated on a limited number of large construction projects for which we recognize revenues over time. We believe this best reflects the transfer of control to the client and the progress toward completion. To a substantial extent, our contract revenues are based on the related amounts of costs incurred. As the timing of equipment purchases, subcontractor services and other contract events may not be evenly distributed over the terms of our contracts, the amount of total contract costs may vary from quarter to quarter, creating uneven amounts of quarterly and/or annual consolidated revenues. In addition, the timing of contract commencements and completions may exacerbate the uneven pattern. For example, in April 2025, a solar panel module manufacturer client under the service agreement dated March 25, 2024, (the “Solar Agreement”) exercised its right to terminate for convenience. As of September 30, 2025, we recognized approximately $93.4 million of revenue under the Solar Agreement, representing 100% of the total contract value of approximately $93.4 million. The majority of the project work was completed prior to the termination and this termination has discontinued a substantial source of revenue present in 2024.

As a result of the foregoing, future reported amounts of consolidated revenues, cash flow from operations, net income and earnings per share may vary in uneven patterns and may not be indicative of the operating results expected for any other fiscal period; thus, rendering consecutive quarter comparisons of our consolidated operating results a less meaningful way to assess the growth of our business.

We derive a substantial portion of our revenue from a limited number of clients, and the loss of one or more of these clients could materially and adversely affect our business and results of operations.

Our business is subject to significant customer concentration. For the year ended December 31, 2023, one major client accounted for 96% of our total revenues. For the year ended December 31, 2024, two major clients accounted for 78% and 19% of our total revenues. For the nine months ended September 30, 2024, two major clients accounted for 75% and 24% of our total revenues. For the nine months ended September 30, 2025, two major clients accounted for 70% and 13% of our total revenues. We expect that a significant portion of our revenue will continue to be derived from an increasing number of clients and projects for the foreseeable future. However, a reduction in the scope or value of projects, or delays in payments could materially and adversely affect our revenue, cash flows, and profitability.

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In addition, our dependence on a small client base may limit our negotiating power on pricing and contract terms, and makes us more vulnerable to changes in their business strategies, financial condition, or procurement policies. While we are actively seeking to diversify our client base, we may not be successful in doing so in a timely manner, or at all.

Our customers may unilaterally terminate their contracts with us for convenience, which could adversely affect our revenues and results of operations.

Our customers typically have the unilateral right to terminate existing contracts without cause. Upon any such termination for convenience, we are entitled to receive compensation for the work we have already performed and for the costs incurred by us as a result of such termination, but we would not be able to receive the full amount of revenues that would have been generated had the project continued through completion. This termination structure provides our customers with flexibility but also introduces the risk that a significant project could be terminated prior to completion, which could impact our revenues and results of operations. Any such early termination could result in lower than expected revenues, reduced profitability and disruption to our operations. If a material number of projects were terminated for convenience, our business, financial condition, and results of operations could be materially and adversely affected.

We rely on a limited number of vendors, and the loss of, or a disruption in the operations of, any of these parties could materially and adversely affect our business.

A significant portion of our cost of revenues is attributable to a limited number of vendors. For the year ended December 31, 2023, three vendors accounted for 24%, 14% and 12% of our total cost of revenues. For the year ended December 31, 2024, four vendors accounted for approximately 64% of our total cost of revenues. For the nine months ended September 30, 2025, three vendors accounted for approximately 64% of our total cost of revenues. For the nine-month period ended September 30, 2024, four vendors accounted for 19%, 18%, 12% and 11% of our total cost of revenues. This is common for EPC projects that heavily concentrate on MEP work. We expect to continue to depend on a small pool of highly qualified vendors for subcontracted services, and also control the number of vendors working on each project for on-site management purposes for the foreseeable future. Any disruption, delay, or deterioration in our relationships with these suppliers could materially impact our ability to deliver projects on time and on budget. In addition, if any of our major vendors were to significantly increase their prices or change their terms unfavorably, and we are unable to pass those increases on to our clients or secure alternative vendors on acceptable terms, our gross margins and financial results could be adversely affected. Although we seek to maintain strong relationships with our vendors and evaluate alternatives where feasible, there can be no assurance that we will be able to avoid disruptions or cost increases in the future.

We have no history of commercial sales, distribution, or branding, and our ability to successfully launch and commercialize our modular water treatment systems is unproven.

We have not generated any commercial revenues from sales of our modular water treatment systems. To date, we have no history of establishing sales channels, building a distribution network, marketing our products, or developing brand recognition. The future success of our sales of the modular water treatment systems depends on our ability to transition from development to commercialization, which will require us to, among other things, obtain necessary regulatory approvals, establish effective sales and distribution capabilities, build brand awareness, and generate customer demand. There is no assurance that we will be able to accomplish these objectives in a timely manner, on commercially reasonable terms, or at all. If we fail to establish these capabilities or achieve market acceptance of our products, our business, financial condition, and results of operations may be materially and adversely affected.

Actual results could differ from the assumptions and estimates used to prepare our consolidated financial statements.

To prepare consolidated financial statements in conformity with accounting principles generally accepted in the U.S., we are required to make estimates, assumptions, and judgments as of the date of such financial statements, which affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities.

For each of our fixed-price customer contracts, we recognize revenues over the life of the contract as performance obligations are completed by us based on the proportion of costs incurred to date compared with the total costs estimated to be incurred for the entire project, and by using the resulting percentage to update the recorded amounts of project-to-date revenues. We review and make necessary revisions to the amounts of estimated future costs on a monthly basis. In addition, contract results may be impacted by our estimates of the amounts of change orders that we expect to receive and our assessment of any contract disputes that may arise. The effects on revenues of changes to the amounts

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of contract values and estimated costs are recorded as catch-up adjustments when the amounts are known and can be reasonably estimated. These revisions can occur at any time and could be material. Given the uncertainties associated with the types of customer contracts that we are awarded, it is possible for contract values and actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenues and profits.

Among the other areas that could require significant estimates by our management are the following:

• the determination of provisions for income taxes, the accounting for uncertain income tax positions and the establishment of valuation allowances associated with deferred income tax assets;

• the determination of the allowance for doubtful accounts; and

• accruals for estimated liabilities, including any losses related to legal matters.

Our actual business and financial results could differ from our estimates, which may impact future profits.

Project backlog amounts may be uncertain indicators of future revenues as project realization may be subject to unexpected adjustments, delays, and cancellations.

Project cancellations or scope modifications may occur that could reduce the amount of our project backlog and the associated revenues and profits that we actually earn. Our projects generally provide our customers the right to terminate existing contracts unilaterally at their convenience as long as they compensate us for work already completed and compensate us for the additional costs incurred by us to terminate corresponding subcontract, terminate equipment orders, and demobilize and vacate construction sites. These costs would most likely be meaningful. Should any unexpected delay, suspension, or termination of the work under such projects occur, our results of operations may be materially and adversely affected. Although we believe that the customer commitments represented by project backlog are firm, we cannot guarantee that amounts in project backlog will be recognized as future revenues or will result in profitable operating results.

Our cash flows may be adversely affected by the timing of progress payments, retentions, or holdbacks under our contracts.

For our EPC services, revenue is recognized over time as work is completed, and payments are typically tied to the achievement of specified project milestones. In certain jurisdictions, we are subject to statutory retainage or holdbacks, under which a portion of the contract price is withheld by the client during the process and released after a certain period following the completion. To mitigate the impact of these delays on our cash flows, we typically include corresponding retainage provisions in agreements with our subcontractors, requiring them to accept the same retainage percentage and payment timing that applies to us. Although we generally do not agree to additional contractual retentions beyond these statutory requirements, such statutory arrangements delay our receipt of a portion of the contract value and may adversely affect our cash flows during the life of a project. In certain projects where we act as a subcontractor, our ability to control the cash flow may be influenced by the general contractor, which could affect our financial results. In addition, if a client disputes our performance, experiences financial difficulties, or otherwise withholds payment, we may encounter delays or be unable to collect amounts owed, including retentions or holdbacks. Any such delays or nonpayment could require us to use our own working capital to fund project costs, reduce liquidity available for other projects, and negatively impact our financial condition and results of operations.

Our results could be adversely affected by natural disasters, human-made disasters, or other catastrophic events.

Natural disasters, such as hurricanes, tornadoes, blizzards, floods, and other adverse weather conditions; or other catastrophic events such as fires, public health crises, pandemics, geopolitical conflicts, terrorism, and civil disturbances could disrupt our operations or the operations of one or more of our vendors or customers. In particular, these types of events could shut down our construction job sites or fabrication facility for indefinite periods of time, disrupt our product supply chain or could cause our customers to delay or cancel projects. To the extent any of these events occur, our operations and financial results could be adversely affected.

The adverse effects of the war in Ukraine spread globally. The prolonged disruption by Russia of the supply and prices of oil and natural gas provided to Western European nations adversely affected the economies of those countries. Western European nations were forced to search for alternative supplies of oil and natural gas at higher prices or through more complicated transit routes, further disrupting global supply chains. Many resorted to seeking alternative energy sources, such as liquefied natural gas (“LNG”), which involves infrastructure challenges and elevated costs.

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In addition to energy supply disruptions, activities conducted by Yemen-based terrorist groups significantly endangered the key shipping route between the Red Sea and the Indian Ocean. These actions led to rerouting shipping vessels, longer transit times, and increased freight costs, compounding global supply chain challenges.

While we have protections in our contracts with major customers that provide certain relief that helps to mitigate certain financial risks, the effectiveness of these protections may be limited by factors including the financial strength of the customer. The extent to which natural disasters, human-made disasters or other catastrophic events could harm us depends on the impact on our customers, supply chains, labor forces and numerous other evolving factors.

AI poses risks that could adversely affect our business, results of operations, and financial condition.

Although our current use of AI tools is limited, we recognize that improper or unauthorized use of such tools, including third-party AI applications, could pose risks related to data privacy, confidentiality, and information security.

Intense competition for engineering, procurement and construction contracts could reduce our market share.

The EPC services market for industrial facility construction in the United States is highly competitive and continues to evolve. We compete against a broad range of domestic and international firms, including large, well-capitalized EPC providers, regional construction firms, and vertically integrated engineering or industrial solution providers. Many of these competitors have established client relationships, extensive experience with U.S. permitting and construction regulations, and greater financial and operational resources. As global industrial clients continue to pursue U.S. expansion strategies, we expect competition to intensify, including from U.S. firms with strong local regulatory knowledge, labor networks, and supply chain infrastructure.

Competing effectively in this market requires not only strong technical and project execution capabilities, but also the ability to provide tailored support to foreign clients navigating the U.S. construction environment. If we fail to differentiate our services, secure new project awards with favorable margins, or retain key clients, we could lose market share, face pressure on our profit margins, and experience declines in future revenue and earnings.

Changes in government incentives or trade policies could reduce demand for our services and adversely impact our business.

Many of the industrial projects we support are influenced by federal or state policies, including tax credits, grants, utility rate incentives, permitting advantages, and other programs designed to promote manufacturing investment in the United States. Reductions, delays, or cancellations of such incentive policies could affect our clients’ capital expenditure decisions. This may result in fewer new facilities being built, slower project development timelines, or the cancellation of planned construction projects.

In addition, trade actions, such as tariffs, export controls, or import restrictions, targeting industrial equipment, materials, or goods manufactured in certain countries (including China) may lead to increased project costs or temporary supply chain disruptions for our clients. Although we do not directly import construction, our EPC services depend on subcontractors and suppliers that source key materials, such as steel and aluminum, from international markets. Tariffs or other trade restrictions imposed on these materials could lead to higher procurement costs or supply chain delays for our subcontractors, which in turn may increase overall project costs or impact project timelines. In addition, uncertainty around trade policies may lead some project owners to delay or reconsider investment in new industrial construction projects, particularly where material costs are a significant portion of the budget. In some cases, significant increases in material costs or uncertainty around trade policy may prompt clients to pause construction or temporarily suspend operations until market conditions stabilize. For example, in February 2025, we secured a $30 million contract with a new client in the battery manufacturing industry for the construction of a production facility. However, in June 2025, the project was placed on hold. We believe this hold was in part due to significantly increased U.S. tariffs on imports from China, particularly machinery and production equipment, which have been subject to tariffs of up to 145%, as well as additional duties on steel and aluminum. These policy shifts significantly raised projected capital expenditures and delayed critical equipment installation. While the contract has not been terminated and we remain in active communication with the client, there is currently no definitive timeline for resumption.

While some foreign manufacturers may respond by localizing production in the United States, the timing and scale of such responses remain uncertain, and such trade policy changes may still result in delays, increased costs, or reduced near-term demand for our services.

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These factors could materially and adversely affect our business, financial condition, and results of operations.

U.S. tariffs, trade disputes, and any uncertainties around trade policies could materially harm our business.

In recent years, and particularly in 2025, the U.S. government has implemented substantial tariffs on a wide range of goods imported from Canada, Mexico, and China. Current tariff levels on many Chinese goods, particularly machinery and production equipment, are significant. Furthermore, the U.S. administration has demonstrated a willingness to modify these tariffs, sometimes rapidly, creating significant uncertainty regarding the impacts on our clients’ planned capital expenditures and on our ongoing as well as future projects. Recent statements suggest potential future adjustments, but the timing, scope, and direction of any changes remain highly uncertain.

Any escalation in trade tensions, further increases in tariffs, imposition of quotas, or other restrictions could exacerbate these risks. The cumulative impact of these tariffs and the related uncertainty could materially and adversely affect our business, financial condition, results of operations, and future prospects.

Labor disruptions could adversely affect our operations.

Although none of our current employees are represented by labor unions, certain large-scale construction projects may involve subcontractors whose workers are unionized or subject to labor agreements. In such cases, we may be indirectly affected by labor disputes, strikes, slowdowns, or other disruptions involving unionized subcontractor personnel or trade groups operating at our project sites.

Any significant labor unrest affecting our subcontractors or vendors could result in cost overruns, delays in project completion, or disruption to our operations. In addition, adverse labor incidents may generate negative publicity, which could harm our reputation and reduce our ability to secure future project awards in certain markets.

While we strive to work with subcontractors and vendors who maintain constructive labor relationships, we cannot guarantee that labor disruptions will not occur or negatively impact our business, financial condition, or results of operations.

Inflationary pressures may adversely affect our operating results and profitability.

Our business is subject to inflationary pressures that may increase the costs of raw materials, subcontractor services, labor-related expenses, and other project-related costs. Key construction inputs such as steel, copper, concrete, and specialized equipment are particularly susceptible to price volatility due to global supply chain disruptions and market dynamics. If inflation persists or accelerates, we may face challenges in maintaining our current gross margins and managing operating expenses as a percentage of project revenues, especially if contract prices do not adjust accordingly. This risk could adversely impact our profitability, cash flow, and overall financial performance.

Expectations of customers and investors may change with respect to sustainability practices, which may impose costs.

Customer and investor standards, which may evolve, may include a focus on environmental, social, and governance practices of the companies with which they work or in which they invest. Customers may require that we meet their standards before granting us projects, which may create additional costs to us. If our sustainability practices do not ultimately meet customer expectations, we may not win projects.

We rely on internally generated cash flows to fund our operations and growth, and any disruption to our cash flow could adversely affect our business.

We have historically funded our operations and growth strategy through internally generated cash flows and have not relied on external financing. We believe that maintaining this asset-light, self-funded model is a key aspect of our business philosophy. However, this approach also limits our access to additional capital that may otherwise be available through debt or equity financing.

If our cash flows are adversely affected by project delays, cost overruns, customer payment issues, or broader economic conditions, we may not have sufficient liquidity to fund working capital needs, pursue growth opportunities, or respond to unexpected events. Our ability to scale or invest in strategic initiatives could also be constrained. In contrast, competitors with access to external financing may have greater flexibility to navigate such challenges. Any material disruption in our cash flow generation could negatively impact our operations, financial condition, and growth prospects.

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We may experience reduced profits or incur losses under fixed-price contracts if costs increase above estimates.

Primarily, our business is performed under fixed-price contracts at prices that reflect our estimates of corresponding costs and schedules. Inaccuracies in these estimates may lead to cost overruns that may not be paid by our project owner customers. While our projects typically have durations averaging around one year, which reduces our exposure to certain long-term risks such as multi-year inflationary effects or prolonged economic shifts, we remain subject to cost estimation risks that could materially impact our profitability. Inaccuracies in our cost estimates may lead to cost overruns that may not be recoverable from our project owner customers. If we fail to accurately estimate the resources required and time necessary to complete these types of contracts, or if we fail to complete these contracts within the costs and timeframes to which we have agreed, there could be material adverse impacts on our actual financial results, the accuracy of forecasted future results, as well as our business reputation.

Factors that could result in contract cost overruns, project delays or other problems for us may include:

• delays in the scheduled deliveries of machinery and equipment ordered by us or a project owner;

• unanticipated technical problems, including design or engineering issues;

• inadequate project execution tools for recording, tracking, forecasting and controlling future costs and schedules;

• unforeseen increases in the costs of labor, warranties, raw materials, components or equipment, or our failure or inability to obtain resources when needed;

• reliance on historical cost and/or execution data for estimation purposes that is not representative of current conditions;

• delays or productivity issues caused by weather conditions, or other forces majeure;

• satisfying the requirements of the Inflation Reduction Act of 2022 (the “IRA”) for our customers in order to maximize its potential benefits;

• incorrect assumptions related to labor productivity, scheduling estimates or future economic conditions;

• workmanship deficiencies resulting in delays and costs associated with the performance by us of unanticipated rework; and

• modifications to projects that create unanticipated costs or delays.

While our shorter project durations limit our exposure to certain risks that affect longer-term contracts, cost overruns and delays can still occur within our typical project timeframes and negatively impact our financial condition and results of operations.

We try to mitigate these risks by reflecting in our overall cost estimates the reasonable possibility that a number of different and potentially unfavorable outcomes might occur. There are no assurances that our estimates will be sufficient. If not, our misjudgments may lead to decreased profits or losses. In some cases, as certain risk scenarios are eliminated or our concerns regarding certain potential cost and/or schedule issues diminish, we may estimate that the likelihood of an unforeseen cost overrun has reduced and, accordingly, we may increase the estimated gross margin on the project by decreasing the remaining overall cost estimate.

If we guarantee the timely completion or the performance of a project, we could incur additional costs to fulfill such obligations.

In certain of our fixed-price long-term contracts, we guarantee that we will complete a project by a scheduled date. We sometimes provide that the project, when completed, will also achieve certain performance standards. Subsequently, we may fail to complete the project on time or equipment that we install may not meet guaranteed performance standards. In those cases, we may be held responsible for costs incurred by the customer resulting from any delay or any modification to the plant made in order to achieve the performance standards, generally in the form of contractually agreed-upon liquidated damages or obligations to re-perform substandard work. If we are required to pay such costs, the total costs of the project would likely exceed our original estimate, and we could experience reduced profits, or a loss related to the applicable project.

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We may be involved in litigation, liability claims and contract disputes which could reduce our profits and cash flows.

We build industrial construction projects where design, construction, or systems failures can result in substantial injury or damage to third parties. In addition, the nature of our business results in project owners, subcontractors, and vendors occasionally presenting claims against us for recovery of costs for which they believe they are not contractually liable. In other cases, project owners may withhold retention and/or contract payments that they believe they do not contractually owe us, or they believe offset amounts owed to them by us. They may even terminate the contract. These legal matters generally arise in the normal course of our business. In addition, from time to time, we and/or certain of our current or former directors, officers or employees could be named as parties to other types of lawsuits.

Litigation can involve complex factual and legal questions, and proceedings may occur over several years. Any claim that is successfully asserted against us could result in our payment of significant sums for damages and other losses. Even if we were to prevail, any litigation may be costly and time-consuming, and would likely divert the attention of our management and key personnel from our business operations over multi-year periods. Either outcome may result in adverse effects on our financial condition, results of operations, cash flows and our reputation.

In accordance with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. When it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of any liability may exceed our policy limits or self-insurance reserves. Further, we may elect not to carry insurance related to particular risks if our management believes that the cost of available insurance is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. Our management liability insurance policies are on a “claims-made” basis covering only claims actually made during the policy period currently in effect. In addition, even where insurance is maintained for such exposures, the policies have deductibles resulting in our assuming exposure for a layer of coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits and self-insurance reserves or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our future profits and cash available for operations.

Our failure to recover adequately on change orders submitted to project owners could have a material effect on our financial results.

We may submit change orders to project owners for additional amounts exceeding the contract price or for amounts not included in the original contract price. Our contracts generally require that all change orders be formally approved and signed by the project owner before we proceed with any related work. As a result, we typically do not perform change-related work at risk, which limits our exposure to disputes over unpaid or unapproved change orders.

However, even with formal approvals from the clients, change orders may still be subject to delays in negotiation. These delays may affect the timing of revenue recognition and cash collections, and if significant, could adversely impact our working capital and operating results.

The shortage of skilled craft labor may negatively impact our ability to execute on our long-term construction contracts.

Increased infrastructure spending and general economic expansion may increase the demand for employees with the types of skills needed for the completion of our projects. There is a risk that our construction project schedules become unachievable or that labor expenses will increase unexpectedly as a result of a shortage in the supply of skilled personnel available to us. Increased labor costs may influence our customers’ decisions regarding the feasibility or scheduling of specific projects, potentially leading to delays or cancellations that could materially affect our business adversely. Labor shortages, productivity decreases, or increased labor costs could impair our ability to maintain our business or grow our revenues. In general, we have been effective in staffing our projects with the necessary resources and managing labor costs. However, the inability to hire and retain qualified skilled employees in the future, including workers in the construction crafts, could negatively impact our ability to complete our long-term construction contracts successfully.

Our dependence upon third parties to complete our contracts may adversely affect our performance under current and future construction contracts.

We engage third-party subcontractors to perform certain work under our EPC contracts. We also rely on third-party manufacturers or suppliers to provide much of the equipment and most of the materials (such as copper, concrete and steel) needed to complete our construction projects. If we are unable to hire qualified subcontractors or to find qualified equipment manufacturers or suppliers, our ability to successfully complete a project could be adversely

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impacted. If the price we are required to pay for subcontractors or equipment and supplies exceeds the corresponding amount that we have estimated, we may suffer a reduction in the anticipated amount of gross profit or even a loss on the contract. If a supplier, manufacturer, or subcontractor fails to provide supplies, equipment, or services as required under a negotiated contract for any reason, we may be required to self-perform unexpected work or obtain these supplies, equipment, or services on an expedited basis or at a higher price than anticipated from a substitute source, which could impact contract profitability in an adverse manner. Unresolved disputes with a subcontractor or supplier regarding the scope of work or performance may escalate, resulting in arbitration proceedings or legal actions. Unfavorable outcomes of such disputes may also impact contract profitability in an adverse manner. In addition, if a subcontractor fails to pay its subcontractors, suppliers or employees, liens may be placed on our project requiring us to incur the costs of reimbursing such parties in order to have the liens removed or to commence litigation.

When acting as the general contractor, we remain responsible for project performance and integration even when we engage third-party subcontractors, which could expose us to additional risks and liabilities.

While we generally require subcontractors to provide a two-year warranty on their work and product warranties that extend to the earlier of one year from first use or 18 months from delivery, we remain the primary point of contact for clients and retain full responsibility for overall project integration and delivery. Subcontractors are obligated, at their own expense, to correct or reperform any work that fails to meet agreed performance standards. Nevertheless, if a subcontractor fails to perform adequately, experiences delays, or delivers substandard work, we may incur additional costs to remedy such issues, engage replacement subcontractors, or face penalties under our contracts. Furthermore, any subcontractor-related issues could harm our reputation, even if the cause is outside our direct control. These risks could materially and adversely affect our business, financial condition, results of operations, and reputation.

Our operations are subject to contractor licensing requirements that vary by state and jurisdiction, which could limit our ability to pursue or complete projects.

In the United States, contractor licensing requirements differ significantly across states, counties, and municipalities. Generally, we must obtain a general contractor license in each jurisdiction where we perform construction-related services as the general contractor. When acting as a subcontractor, we may also be required to hold certain licenses depending on the scope of work. These licenses are typically issued to qualifying individuals affiliated with our operating entity and must be maintained and renewed as required. We currently obtain licenses on a project-by-project basis and plan to secure additional licenses as we expand geographically. However, failure to obtain, maintain, or renew the necessary licenses in a timely manner could prevent us from bidding on, winning, or performing certain projects, which could adversely affect our business growth, operations, and financial results.

Failure to maintain safe work sites could result in losses as we work on projects that are inherently dangerous.

Our project sites can place our employees and others near large and/or mechanized equipment, high voltage electrical equipment, moving vehicles, dangerous processes, or highly regulated materials, and in challenging environments. Consequently, safety is a primary focus of our business and is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid on contracts. Further, regulatory changes implemented by OSHA or similar government agencies could impose additional costs on us. We maintain programs with the primary purpose of implementing effective health, safety, and environmental procedures throughout our Company. If we fail to implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer injuries or illness. The failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability, and adversely impact our ability to complete awarded projects as planned or to obtain projects in the future.

We may be unable to obtain or maintain sufficient bonding capacity, which could materially adversely affect our business.

Some of our contracts require performance and payment bonds. Our ability to obtain performance and payment bonds primarily depends upon our capitalization, working capital, past performance, management expertise, reputation, and certain external factors, including the overall capacity of the surety market. If we are unable to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from being able to bid for certain projects or successfully contract with certain clients. In addition, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post letters of credit in connection with such bonds, which could negatively affect our liquidity and results of operations.

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It is standard for sureties to issue or continue bonds on a project-by-project basis, and they can decline to do so at any time or require the posting of additional collateral as a condition thereto. Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult to or costly to obtain in the future. If we were to experience an interruption or reduction in the availability of our bonding capacity as a result of these or any other reasons, or if bonding costs were to increase, we may be unable to compete for certain projects that require bonding, which would materially and adversely affect our financial condition, results of operations or liquidity.

Our insurance may not be sufficient.

We carry insurance that we consider adequate in regard to the nature of the covered risks and the costs of coverage, discussed in the “Insurance” section. Nonetheless, we are not fully insured against all possible risks, nor are all such risks insurable. We may be forced to cover the costs of certain realized risks which may have a material adverse effect on our business, results of operations or financial condition.

Future acquisitions and/or investments may not occur, which could limit the growth of our business, and the integration of acquired companies may not be successful.

We may make additional opportunistic acquisitions and/or investments by identifying companies with significant potential for profitable growth and realizable synergies with one or more of our existing businesses. However, we may have more than one industrial focus depending on the opportunity and/or needs of our customers. Companies meeting our criteria and that provide products and/or services in growth industries and that are available for purchase at attractive prices are difficult to find. Discussions with the principal(s) of potential acquisition targets may be protracted and ultimately terminated for a variety of reasons. Further, due diligence investigations of attractive target companies may uncover unfavorable data, and the negotiation and consummation of acquisition agreements may not be successful.

We cannot readily predict the timing or size of any future acquisitions or the capital we will need for these transactions. However, it is likely that any potential future acquisition or strategic investment transaction would require the use of cash and/or shares of our Common Stock. Using cash for acquisitions may limit our financial flexibility and make us more likely to seek additional capital through future debt or equity financings. Our ability to obtain such additional financing in the future may depend upon prevailing capital market conditions, the strength of our future operating results and financial condition as well as conditions in our business, and the amount of outside financing sought by us. These factors may affect our efforts to arrange additional financing on terms that are acceptable to us. Our ability to use shares of our Common Stock as future acquisition consideration may be limited by a variety of factors, including the future market price of shares of our Common Stock and a potential seller’s assessment of the liquidity of our Common Stock. If adequate funds or the use of our Common Stock are not available to us, or are not available on acceptable terms, we may not be able to take advantage of desirable acquisitions or other investment opportunities that would benefit our business. Even if we do complete acquisitions in the future, acquired companies may fail to achieve the results we anticipate including the expected gross profit percentages.

If we complete any acquisitions in the future, we may attempt to integrate certain aspects to drive synergies and cost reductions, as well as to share best practices, processes, and procedures. In the future, we may not be able to successfully integrate such acquired companies with our other operations without substantial costs, delays or other operational or financial problems including:

• the diversion of management’s attention from other important operational or financial matters;

• the inability to retain or maintain the focus of key personnel of acquired companies;

• the discovery of previously unidentified project costs or other liabilities;

• unforeseen difficulties encountered in the maintenance of uniform standards, controls, procedures, and policies, including an effective system of internal control over financial reporting; and

• impairment losses related to acquired goodwill and other intangible assets.

Further, we may conclude that the divestiture of a troubled or unrelated business will satisfy the best interests of our stockholders. There is risk that we would be unable to complete such a transaction with terms and timing that are acceptable for us, or at all. Any divesting transaction could also result in a material loss for us.

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In summary, integrating acquired companies may involve unique and significant risks. Our failure to overcome such risks could materially and adversely affect our business, financial condition, and future results of operations, and could cause damage to our Company’s reputation.

Our failure to protect our management information systems against security breaches could adversely affect our business and results of operations.

Our information systems face the threat of unauthorized access, computer hackers, viruses, malicious code, cyberattacks, phishing and other security incursions and system disruptions, including attempts to improperly access our confidential and proprietary information as well as the confidential and proprietary information of our customers and other business partners. Techniques used to attempt to obtain unauthorized access to information systems change frequently, and the rapid development of AI poses new cybersecurity risks that we may not timely anticipate. A party who circumvents our security measures, or those of our clients, contractors, or other vendors, could misappropriate confidential or proprietary information, improperly manipulate data, or cause damage or interruptions to systems.

Furthermore, we are heavily reliant on computer, information and communications technology and related systems, some of which are hosted by third party providers. We may experience system availability disruptions. Unplanned interruptions could delay or prevent necessary operations. While we believe that our reasonable safeguards will protect us from serious disruptions in the availability of our information technology assets, these safeguards may not be sufficient. We may also be required to expend significant resources to protect against or alleviate damage caused by systems interruptions and delays.

Various privacy and security laws in the U.S. require us to protect sensitive and confidential information and data from disclosure and we are bound by our client and other contracts, as well as our own business practices, to protect confidential and proprietary information and data from unauthorized disclosure. We believe that we have deployed industry-accepted security measures and technologies to securely maintain confidential and proprietary information retained within our information systems. However, these measures and technologies may not adequately prevent unanticipated security breaches. There can be no assurance that our efforts will prevent these intrusions. Further, as these security threats continue to evolve, we may be required to devote additional resources to protect, prevent, detect, and respond against such threats. We believe that our business represents a low value target for cyberextortion as we are not a company in the high technology space, and we do not maintain large files of sensitive or confidential personal information. However, we may from time to time hold significant cash balances for project execution that could encourage bad actors to attempt to breach the security of our systems, particularly by using social engineering schemes. We do maintain a cybersecurity insurance policy to help protect ourselves from various types of losses relating to computer security breaches; however, it may not cover all types of breaches, or a meaningful portion of any loss incurred.

We are unaware of any significant security breaches at any of our business locations. That does not suggest that we may not be victimized by an additional breach in the future. Any significant future breach of our information security could damage our reputation, result in litigation and/or regulatory fines and penalties, or have other material adverse effects on our business, financial condition, results of operations or cash flows.

We could be adversely affected by violations of the Foreign Corrupt Practices Act and similar anti-bribery laws.

The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials or others for the purpose of obtaining or retaining business. While we believe that our policies and oversight, as well as our client’s policies and oversights in this area are comprehensive and effective, we cannot provide assurances that our internal controls and procedures always will protect us from the possible reckless or criminal acts committed by our employees or others. We typically sign and comply with client-imposed ethics and compliance policies as part of our contracts, demonstrating our commitment to maintaining high standards of anti-corruption compliance. If we are found to be liable for anti-bribery law violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others including our partners, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including contract cancellations or debarment, and damage to our reputation, any of which could have a material adverse effect on our business. Litigation or investigations relating to alleged or suspected violations of anti-bribery laws, even if such litigation or investigations demonstrate ultimately that we did not violate anti-bribery laws, could be costly and could divert management’s attention away from other aspects of our business.

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Our continued success requires us to retain and hire talented personnel.

Our ability to operate productively and profitably particularly in the industrial construction industry, is dependent on our ability to attract, employ, retain, and train skilled personnel necessary to meet our future requirements. However, unforeseen future changes in our management may occur. Therefore, we cannot be certain that any key executive or manager will continue in such capacity while performing at a high level for any particular period of time, nor can we be certain that events will permit us to complete smooth management transitions should they occur. We cannot be certain that we will be able to maintain experienced management teams and adequately skilled groups of employees necessary to execute our long-term construction contracts successfully and to support our future growth strategy. The loss of key personnel, the inability to complete management transitions without significant loss of effectiveness, or the inability to hire and retain qualified employees in the future could negatively impact our ability to manage our business in the future.

Our Certificate of Incorporation renounces certain corporate opportunities and permits our non-employee directors and their affiliates to compete with us, which could result in conflicts of interest and limit our growth opportunities.

Our Certificate of Incorporation, to the fullest extent permitted by Delaware law, provides that our non-employee directors and their respective affiliates have no duty to refrain from engaging in the same or similar business activities or lines of business as those in which we or our affiliates engage or may engage, and may compete with us without breaching any fiduciary duty. In addition, our Certificate of Incorporation renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for such persons, except in limited circumstances where the opportunity is expressly offered to a director or officer solely in his or her capacity as a director or officer of our company.

As a result, our non-employee directors and their affiliates may pursue business opportunities for themselves or others that could otherwise be suitable for us, including opportunities that are competitive with our business, and are not obligated to present such opportunities to us. These provisions may result in our Company foregoing attractive business opportunities, strategic transactions or investments, and could create conflicts of interest that are not resolved in our favor.

Further, because these provisions limit the fiduciary duties of our non-employee directors and their affiliates and provide that stockholders are deemed to have consented to such provisions, our stockholders may have limited ability to challenge these actions or seek remedies. These conflicts of interest and limitations could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to This Offering and Our Shares of Common Stock

There is no existing market for our securities, and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this Offering, the stock prices in the market may not exceed the offering price.

Prior to this Offering, there has not been a public market for our securities. We cannot assure you that an active trading market for our Common Stock will develop following this Offering, or if it does develop, it may not be maintained. You may not be able to sell your shares quickly or at the market price if trading in our Common Stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the Underwriters and may not be indicative of prices that will prevail in the trading market following the completion of this Offering. Consequently, you may not be able to sell shares of our Common Stock at prices equal to or greater than the price you pay in this Offering.

BW Holdings is a holding company and our operations, cash flow, and ability to pursue enhancement opportunities depend on the earnings, distributions, and financial condition of our subsidiaries.

We, BW Holdings, are a holding company and our only significant assets are the capital stock of our current or future subsidiaries. As a result, we are subject to the risks attributable to our subsidiary. As a holding company, we conduct substantially all of our business through our subsidiary, which generate substantially all of our revenues. Consequently, our cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of our subsidiary and the distribution of those earnings to us. Its ability to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation, or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of that subsidiary before any assets are made available for distribution to us.

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The market price of our Common Stock is likely to be highly volatile, and you could lose all or part of your investment.

Investing in our stock involves substantial risk due to potential for rapid and unpredictable fluctuations in our stock price. The trading price of our Common Stock is likely to be volatile and may experience rapid and unpredictable changes. This volatility can make it difficult for investors to assess the rapidly changing value of our stock and may prevent you from being able to sell your shares at or above the price you paid for them. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

• actual or anticipated fluctuations in our quarterly or annual operating results;

• publication of research reports by securities analysts about us or our competitors or our industry;

• the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission (“SEC”);

• our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; additions and departures of key personnel;

• additions and departures of key personnel;

• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, or changes in business strategy;

• the passage of legislation or other regulatory developments affecting us or our industry;

• speculation in the press or investment community;

• changes in accounting principles;

• terrorist acts, acts of war or periods of widespread civil unrest;

• natural disasters and other calamities; and

• changes in general market and economic conditions.

In addition, instances of extreme stock price run-ups followed by rapid price declines and significant stock price volatility may occur, and these fluctuations may be unrelated to our actual or expected operating performance, financial condition, or prospects. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to macroeconomic conditions and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

• labor availability and costs for hourly and management personnel;

• changes in interest rates;

• macroeconomic conditions, both nationally and locally;

• changes in consumer preferences and competitive conditions;

• expansion to new markets;

• increases in infrastructure costs; and

• in commodity prices.

Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.

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Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock.

If, after listing, we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our Common Stock. Such delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on Nasdaq and if the price of our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore stockholders may have difficulty selling their shares.

We have no current plans to pay cash dividends on our Common Stock for the foreseeable future, and you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors (“Board of Directors” or “Board”) and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our Common Stock unless you sell our Common Stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”

Our management will have broad discretion in how we use the net proceeds of this Offering and might not use them effectively.

Our management will have considerable discretion over the use of proceeds from this Offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this Offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this Offering. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Our founder and principal stockholder has substantial influence over our company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

After giving effect to this Offering, Mr. Yunlong Zhang will own 12,600,000 shares of Common Stock, representing 57.21% of the Company’s voting power (or 56.0% of the Company’s voting power, if the underwriters exercise the over-allotment option in full). Accordingly, Mr. Zhang will have significant influence in determining the

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outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Mr. Zhang will also have the power to prevent or cause a change in control. Without the consent of Mr. Zhang, we may be prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, Mr. Zhang could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Zhang may differ from the interests of our other stockholders. The concentration in the ownership of our Common Stock shares may cause a material decline in the value of our Common Stock. For more information regarding Mr. Zhang’s stock ownership and voting power, see “Security Ownership of Certain Beneficial Owners and Management.”

The sale or availability for sale of substantial amounts of our Common Stock could adversely affect its market price.

Sales of substantial amounts of our Common Stock in the public market after the completion of this Offering, including sales made of any shares pledged for a loan by any holder of a significant number of shares of our Common Stock, or the perception that these sales could occur, could adversely affect the market price of our Common Stock and could materially impair our ability to raise capital through equity offerings in the future. The Common Stock sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing stockholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and the applicable lock-up agreements. There will be 22,025,000 shares of Common Stock outstanding immediately after this Offering (or 22,418,750 shares of Common Stock assuming the full exercise of the underwriters’ over-allotment option). In connection with this Offering, we have agreed not to sell any Common Stock for six (6) months from the closing of this Offering without the prior written consent of the underwriter, and each of our directors and officers named in the section “Directors and Executive Officers,” have agreed not to sell any Common Stock for six months from the date of this prospectus without the prior written consent of the underwriter, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the FINRA. We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other stockholder or the availability of these securities for future sale will have on the market price of our Common Stock. See “Plan of Distribution” and “Description of Capital Stock” for a more detailed description of the restrictions on selling our securities after this Offering.

You will experience immediate and substantial dilution as a result of this Offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this Offering. After giving effect to the sale by us of 2,625,000 shares of Common Stock offered in this Offering at an assumed initial public offering price of $8.0 per share, the midpoint of the price range set forth on the cover page, and after deducting underwriting commissions and estimated offering expenses payable by us, investors in this Offering can expect an immediate dilution of $6.47 per share. Following the completion of this Offering, in most scenarios, our Board has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of Common Stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of Common Stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. See the section titled “Dilution.”

We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

If we become a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting, and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs

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rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition, and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levels of such coverage. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• tax effects of stock-based compensation;

• costs related to intercompany restructurings;

• changes in tax laws, regulations, or interpretations thereof; or

• lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales, and other transaction taxes by federal, state, and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies.

For as long as we remain an “emerging growth company”, we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

• taking advantage of an extension of time to comply with new or revised financial accounting standards;

• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our stockholders would be left without information or rights available to stockholders of more mature companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with standard public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result

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of this election, our financial statements may not be comparable to companies that comply with standard public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance, or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our Common Stock.

We will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements.

Following this Offering, Mr. Yunlong Zhang, our Chief Executive Officer and Chairman, will hold approximately 57.21% of the voting power in us (or approximately 56.20% if the underwriters exercise their over-allotment option in full) and, as a result, we will be a “controlled company” within the meaning of the Nasdaq listing standards. For so long as we remain a controlled company, we technically qualify and are eligible to be exempted from the obligation to comply with certain Nasdaq corporate governance requirements, however, we do not plan to take advantage of the exemptions provided to controlled companies, which include

• our Board of Directors is not required to be comprised of a majority of independent directors;

• our Board of Directors is not subject to the compensation committee requirements; and

• we are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

• our Board of Directors is not required to be comprised of a majority of independent directors;

The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors. We are required to disclose in our annual report that we are a controlled company and the basis for that determination. We will avail ourselves of the “controlled company” exemption under the corporate governance rules of Nasdaq. As of the date of this prospectus, we intend to rely only on the exemption that permits us not to have a nominating and corporate governance committee composed entirely of independent directors. We may in the future take advantage of additional controlled company exemptions. Our status as a controlled company could cause our securities to be less attractive to certain investors or otherwise adversely affect our securities’ trading price.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Common Stock adversely, the price of our Common Stock and trading volume could decline.

The trading market for our Common Stock may be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If any of the analysts who may cover us change their recommendation regarding our Common Stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our Common Stock or trading volume to decline.

Delaware law and our Certificate of Incorporation and Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation and Bylaws contains provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board and therefore depress the trading price of our Common Stock. In addition, as a Delaware corporation, we will generally be subject to provisions of Delaware law, including the Delaware General Corporation Law (“DGCL”). These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board or taking other corporate actions, including effecting changes in management.

Such provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our board or management.

Any provision of our Certificate of Incorporation or Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our stock and could also affect the price that some investors are willing to pay for our Common Stock.

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Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company and are an accelerated or large accelerated filer.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff, all of which would is likely to add additional attention and costs to the Company.

Prior to the consummation of this Offering, we are a private company with limited accounting personnel to adequately execute its accounting processes and limited supervisory resources with which to address its internal control over financial reporting. In connection with the audit of our consolidated financial statements for the years ended December 31, 2024 and 2023, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses. Specifically, these material weaknesses are (i) the lack of accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements; (ii) lack of formal policies and procedures to establish risk assessment processes and an internal control framework: and (iii) deficiencies in IT general control related to the privileged access restriction, user access review, IT operations and cybersecurity of the Company’s financial system.

To remediate the material weaknesses described above, we have implemented most of the measures described below in early 2025 and we will continue to evaluate and, as needed, implement additional measures. The remaining measures are currently in progress. Specifically, we have taken or are taking the following actions:

• We have recruited personnel with the requisite knowledge in accounting and disclosure requirements for complex transactions under U.S. GAAP and statutory compliance. Where needed, we have engaged external third parties with the expertise for complex or evolving areas such as public company filings, taxation, and valuation services.

• We have designed a control environment which allows management to monitor effectiveness of internal controls over financial reporting and are addressing gaps identified within the environment.

• We have appointed independent board member nominees with what we believe to be sufficient accounting and reporting experience and knowledge, and will design and implement risk assessment policies and procedures to identify and assess internal and external risks relating to financial reporting on a regular basis. Our board of directors will oversee implementation of such policies and procedures.

• We have strengthened processes to communicate internal control information and address operating deficiencies in IT general controls.

• We have developed and implemented action plans to address control deficiencies identified within certain key financial processes, prioritized by potential financial impact and risk.

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Our management and other personnel will need to devote a substantial amount of time to compliance initiatives applicable to public companies, including compliance with Section 404 and the evaluation of the effectiveness of our internal controls over financial reporting within the prescribed timeframe. We cannot assure you that there will not be additional material weaknesses in our internal control over financial reporting now or in the future and we may discover additional deficiencies in existing systems and controls that we may not be able to remediate in an efficient or timely manner.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This prospectus and the documents to which we refer you and incorporate into this prospectus by reference contain forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential” or “continue” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including those described in this prospectus under the heading “Risk Factors” beginning on page 12. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this prospectus, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to:

• our market opportunity and the potential growth of that market;

• our strategy, outcomes, and growth prospects;

• trends in our industry and markets; and

• the competitive environment in which we operate.

Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

• declines in industrial construction;

• risks related to our operating strategies;

• competition for projects with our competitors;

• unfavorable economic conditions and restrictive financing markets;

• our ability to successfully identify, manage, and integrate acquisitions;

• our ability to obtain sufficient capacity to undertake certain projects;

• our ability to accurately estimate the overall risks, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us;

• the cancellation of a significant number of contracts or our disqualification from bidding for new contracts;

• risks related to adverse weather conditions;

• climate change and related laws and regulations;

• indebtedness and the restrictions imposed on us by the terms thereof;

• our ability to manage our supply chain to obtain adequate raw materials, equipment and essential supplies;

• our ability to retain key personnel and maintain satisfactory labor relations, and to manage or mitigate any labor shortages, turnover and labor cost increases;

• the impact of inflation on costs of labor, raw materials and other items that are critical to our business, including fuel, concrete and steel;

• unfavorable developments affecting the banking and financial services industry;

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• property damage and other claims and insurance coverage issues;

• risks related to any litigation or disputes, including employment-related, workers’ compensation and breach of contract claims;

• risks related to our information technology systems and infrastructure, including cybersecurity incidents.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We caution you not to place undue reliance on these statements, which speak only as of the date of this prospectus. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results.

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DIVIDEND POLICY

Our Board has discretion regarding whether to declare or pay dividends.

On December 31, 2024, Bestwater declared a special dividend in the amount of $2,303,066.04 to Mr. Yunlong Zhang. On June 1, 2025, Bestwater declared a special dividend in an aggregate amount of $1,998,200 to its stockholders as of such date. Other than aforementioned special dividends, we have never declared or paid dividends on our Common Stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

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USE OF PROCEEDS

Based upon an assumed initial public offering price of $8.0 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this Offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $18.4 million if the underwriters do not exercise their over-allotment option, and $21.3 million if the underwriters exercise their over-allotment option in full.

As of the date of this prospectus, we intend to use proceeds we receive from the Offering for business expansion, strategic acquisitions, and working capital and other general corporate purposes. The intended allocation of the proceeds for each purpose are set forth below.

• 50% for business expansion, including talent acquisition, geographic expansion, and broadening the scope of our projects to include public infrastructure and commercial construction;

• 35% for strategic acquisitions, including potential acquisitions of design institutes, engineering firms, or building materials manufacturing businesses to enhance our vertical integration; however, we have not identified any specific acquisition targets as of the date of this prospectus; and

• 15% for working capital and general corporate purposes.

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us from this Offering by approximately $2.4 million, after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated aggregate offering expenses payable by us and assuming no change to the number of shares of Common Stock offered by us as set forth on the cover page of this prospectus.

The foregoing represents our current intentions based upon our present plans and business conditions to allocate and use the net proceeds of this Offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this Offering. We may find it necessary or advisable to use the net proceeds from this Offering for other purposes, and we will have broad discretion in the application of net proceeds from this Offering. Pending our use of the net proceeds from this Offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments, and U.S. government securities. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. Such events and conditions could include, among others:

• delays, cancellations, terminations, or changes in anticipated project awards or schedules that alter our near-term capital needs;

• increases in raw material, labor or subcontracting costs that require us to allocate more proceeds to operating expenses or working capital;

• general economic or market conditions, such as inflation, interest rate fluctuations, or reduced availability of credit;

• changes in laws or regulations affecting our operations or our industry;

• operational disruptions, including supply chain interruptions or labor shortages;

• force majeure events, such as natural disasters, pandemics, or geopolitical instability; and

• strategic opportunities, such as investments in technology, joint ventures, or acquisitions, that were not anticipated at the time of this Offering.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2025:

• on an actual basis; and

• on a pro forma as adjusted basis to reflect the issuance and sale of 2,625,000 shares of Common Stock by us in this Offering at the assumed initial public offering price of $8.0 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters, non-accountable expense allowance, and the estimated offering expenses payable by us. The following capitalization table assumes the over-allotment option has not been exercised and fully exercised.

You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	September 30, 2025
	Actual(1)		Pro Forma As Adjusted(2)
	Actual(1)		Assuming no exercise of the over-allotment option		Assuming full exercise of the over-allotment option
Cash	$	4,648,112	$	23,498,785	$	26,428,285
Stockholders’ Equity:
Common Stock, (i) $0.0001 par value; 200,000,000 shares of Common Stock authorized; 19,400,000 issued and outstanding on an actual basis, and (ii) $0.0001 par value; 200,000,000 shares of Common Stock authorized; 22,025,000 issued and outstanding on a pro forma as adjusted basis.	$	1,940		2,203		2,242
Additional paid-in capital		1,736,415		20,115,325		23,044,786
Retained earnings		13,476,035		13,476,035		13,476,035
Total Stockholders’ Equity	$	15,214,390		33,593,563		36,523,063

____________

(1) Giving retroactive effect to the 1 for 1,000 share exchange effected on June 5, 2025 and the 1 for 2 forward stock split effected on December 19, 2025, both of which have been retroactively reflected in the share amounts and per share data presented on an actual basis and in our unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2025.

(2) Reflects the sale of the 2,625,000 shares of Common Stock in this Offering at an assumed initial public offering price of $8.0 per share, the midpoint of the price range set forth on the cover page of the registration statement, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately $18.4 million.

A $1.00 increase (decrease) in the assumed initial public offering price of $8.0 per share would increase (decrease) each of additional paid-in capital, total stockholders’ equity and total capitalization by $2.4 million, assuming the number of the Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

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DILUTION

If you invest in our Common Stock, your interest will be diluted to the extent of the difference between the public offering price per share of our Common Stock that you pay and the pro forma as adjusted net tangible book value per share of our Common Stock after this Offering. Our pro forma as adjusted net tangible book value as of September 30, 2025, was 15.2 million, or $0.78 per share of Common Stock. Our pro forma as adjusted net tangible book value per share represents total assets reduced by goodwill and other intangible assets and total liabilities and divided by the number of shares of Common Stock outstanding immediately prior to the closing of this Offering.

After giving effect to our sale of 2,625,000 shares offered in this Offering based on the estimated initial public offering price of $8.0 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2025, would have been $33.6 million, or $1.53 per outstanding share of Common Stock. This represents an immediate increase in net tangible book value of $0.75 per share of Common Stock to the existing stockholders, and an immediate dilution in net tangible book value of $6.47 per share of Common Stock to investors purchasing the shares of Common Stock in this Offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

	Post-Offering(1)		Full Exercise of Over-Allotment Option
Assumed initial public offering price per share	$	8.0	$	8.0
Net tangible book value per share as of September 30, 2025	$	0.78	$	0.78
Increase per share attributable to this Offering	$	0.75	$	0.85
As adjusted net tangible book value per share immediately after this Offering	$	1.53	$	1.63
Amount of dilution in net tangible book value per share to new investors in the Offering	$	6.47	$	6.37

____________

(1) Assumes that the underwriters’ over-allotment option has not been exercised.

The following tables summarize, on an as adjusted basis as of September 30, 2025, the differences between existing stockholders and the new investors with respect to the number of shares purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

Over-allotment option not exercised	Shares purchased			Total consideration				Average price Per Share
Over-allotment option not exercised	Number	Percent		Amount		Percent		Average price Per Share
Existing stockholders	19,400,000	88	%	$	15,214,390	42	%	$	0.78
New investors	2,625,000	12	%	$	21,000,000	58	%	$	8.00
Total	22,025,000	100	%	$	36,214,390	100	%	$	1.64

Over-allotment option exercised in full	Shares purchased			Total consideration				Average price Per Share
Over-allotment option exercised in full	Number	Percent		Amount		Percent		Average price Per Share
Existing stockholders	19,400,000	87	%	$	15,214,390	39	%	$	0.78
New investors	3,018,750	13	%	$	24,150,000	61	%	$	8.00
Total	22,418,750	100	%	$	39,364,390	100	%	$	1.76

The as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this Offering is subject to adjustment based on the actual initial public offering price of our Common Stock and other terms of this Offering determined at the pricing.

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MARKET PRICE AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not currently listed on any stock exchange. We have applied to list our Common Stock listed on Nasdaq under the symbol “BWGC.” Nasdaq might not approve our listing, and if it does, a trading market might not develop for our Common Stock. We will not proceed with this Offering in the event our Common Stock is not approved for listing on Nasdaq.

Number of Holders

As of December 30, 2025, there are four (4) record holders of our Common Stock.

Dividend Policy

Securities Authorized for Issuance under Equity Compensation Plans

Our Board of Directors plan to approve and adopt the “2025 Equity Incentive Plan” (the “Plan”). The following table discloses information as of the date of this prospectus, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows:

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options or rights	Weighted- average exercise price of outstanding options or rights	Shares of common stock remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		$	(1	)
Equity compensation plans not approved by security holders
Total		$

____________

(1) The number of shares of Common Stock reserved for issuance under our Plan was initially [•]; such amount will increase automatically on each January 1, starting with [January 1, ], with an additional number of shares of Common Stock equal to the lesser of (A) 2% of the outstanding number of shares of Common Stock (on a fully-diluted basis) on December 31 and (B) such lower number of shares of Common Stock as may be determined by the Board. Therefore, as of December [•], 2025, we had a total of [•] shares of Common Stock available for issuance under the Plan.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a U.S.-based EPC company that provides design, construction, and integration services for critical process systems across multiple industrial sectors. We serve companies in automotive parts manufacturing, energy storage and battery manufacturing, renewable energy infrastructure, electronics production, and advanced manufacturing.

Our business has been built on serving international companies, primarily overseas enterprises, seeking to establish and expand their manufacturing operations in the United States. We believe this foundation has given us deep expertise in navigating complex regulatory frameworks, international business practices, and the technical requirements of sophisticated manufacturing processes. We are now leveraging these capabilities to expand our client base to include domestic and more foreign companies with similar technical and project execution needs, and to explore opportunities in public sector projects. This strategy aims to diversify our client base and reduce concentration risk.

We believe our Houston headquarters positions us a strong base to serve clients throughout North America, with proximity to what we believe to be major industrial corridors, suppliers, and skilled labor markets. While not unique to Houston, we believe this combination of logistical accessibility and industry ecosystem makes it a compelling location for supporting our EPC operations. Our experience bridging international standards with U.S. regulatory requirements, combined with our track record in complex industrial projects, enables us to deliver efficient, compliant solutions for any client seeking comprehensive EPC services. We continue to expand our footprint across Texas, Arizona, Florida, and other key markets. Our strategy focuses on delivering turnkey industrial solutions that meet the unique operational and cultural needs of overseas manufacturers entering the U.S. market.

For the three-month periods ended September 30, 2024 and 2025, our revenue was approximately $41.9 million and approximately $1.9 million, respectively. The revenue from EPC services accounted for approximately $41.9 million, representing 100% of the total revenue for the three-month period ended September 30, 2024 and approximately $1.8 million, representing 94% of the total revenue for the three-month period ended September 30, 2025, respectively. Our net income (loss) was approximately $3.6 million and approximately $(0.4) million for the three-month periods ended September 30, 2024 and 2025, respectively.

For the nine-month periods ended September 30, 2024 and 2025, our revenue was approximately $66.3 million and approximately $19.9 million, respectively. The revenue from EPC services accounted for approximately $66.2 million, representing approximately 100% of the total revenue for the nine-month period ended September 30, 2024 and approximately $19.7 million, representing 99% of the total revenue for the nine-month period ended September 30, 2025, respectively. Our net income was approximately $5.6 million and approximately $5.4 million for the nine-month periods ended September 30, 2024 and 2025, respectively.

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KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP’S OPERATIONS

Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this prospectus and those set out below.

• Demand from our major client groups — We derive a substantial portion of our revenue from a limited number of clients. For the year ended December 31, 2023, one major client accounted for 96% of our total revenues. For the year ended December 31, 2024, two major clients accounted for 78% and 19% of our total revenues. Our accounts receivables and contract assets also reflect this concentration. As of December 31, 2023, two major clients accounted for 56% and 44% of our total accounts receivable. As of December 31, 2024, one major client accounted for 100% of our total accounts receivable. As of December 31, 2023, one major client accounted for 100% of our total contract assets. As of December 31, 2024, two major clients accounted for 65% and 30% of our total contract assets.

For the three-month period ended September 30, 2024, two major clients accounted for 84% and 14% of our total revenues. For the three-month period ended September 30, 2025, two major clients accounted for 45% and 38% of our total revenues. For the nine-month period ended September 30, 2024, two major clients accounted for 75% and 24% of our total revenues. For the nine-month period ended September 30, 2025, two major clients accounted for 70% and 13% of our total revenues. Our accounts receivables and contract assets also reflect this concentration. As of September 30, 2025, four major clients accounted for 32%, 22%, 20% and 18% of our total accounts receivable. As of September 30, 2025, two major clients accounted for 69% and 30% of our total contract assets.

Although we expect a continued degree of revenue concentration in the near term, as of the date of this prospectus, we aim to expand our client base, build repeat-client momentum, and further diversify project pipelines which we believe will position us to reduce client concentration over time. Nevertheless, the timing of new contract execution and the resumption of paused projects may lead to fluctuations in revenue recognition and cash flow in the short term.

• Fluctuations in the cost of our revenues — Subcontracting costs and project related expenses are the largest part of our cost of revenue. These costs are subject to fluctuations due to several key factors, including variations in project size and scope; changes in labor availability and subcontractor rates;
fluctuations in raw material prices (e.g., steel, concrete, electrical components); project site conditions and logistics; and supply chain delays or disruptions affecting the timing and cost of materials and subcontracted services.

• Concentration of supply — For the year ended December 31, 2023, three vendors accounted for 24%, 14% and 12% of our total cost of revenues. For the year ended December 31, 2024, four vendors accounted for 19%, 18%, 14% and 13% of our total cost of revenues. For the three-month period ended September 30, 2024, three vendors accounted for 25%, 22% and 18% of our total cost of revenues. For the three-month period ended September 30, 2025, four vendors accounted for 21%, 19%, 17% and 11% of our total cost of revenues. For the nine-month period ended September 30, 2024, four vendors accounted for 19%, 18%, 12% and 11% of our total cost of revenues. For the nine-month period ended September 30, 2025, three vendors accounted for 34%, 16% and 14% of our total cost of revenues. This concentration is not the result of strategic reliance on specific subcontractors, but rather reflects project-specific factors, such as the technical complexity or volume of work in certain trades (e.g., electrical or mechanical), that cause certain vendors to assume a larger role in specific projects. All subcontractors and suppliers are selected through competitive bidding based on each project’s scope, location, and schedule. While we maintain an expanding vendor pool, changes in pricing, availability, or performance of these key vendors could adversely impact our cost structure and operating margins. We continue to manage this risk by evaluating alternative vendors and negotiating favorable terms where appropriate.

• Inflation risk — Inflationary factors, such as increases in material costs, subcontracting costs, project related employee benefits expenses and miscellaneous project expenses, could impair our operating results. For example, prices for key inputs such as steel, copper, and concrete continue to fluctuate due to global supply chain disruptions. A high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

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• Geopolitical tensions and trade policies — Our projects may be affected by external policy changes and international trade developments, particularly when they involve imported equipment and materials. In February 2025, we signed a $30 million contract with a client in the battery manufacturing industry for the construction of a production facility. However, in June 2025, the project was placed on hold. We believe this was in part due to significantly increased U.S. tariffs on certain types of machinery and production equipment, some of which have been subject to tariffs of up to 145%, as well as additional duties on steel and aluminum. These policy shifts significantly raised projected capital expenditures and delayed critical equipment installation. While the contract has not been terminated and we remain in active communication with the client, there is currently no definitive timeline for resumption. This instance reflects the potential impact of external macroeconomic and policy factors on specific projects, rather than a trend affecting our overall client base. We continue to monitor relevant policy developments and maintain flexibility in project scheduling and resource allocation.

Despite these headwinds, we believe our specialization in delivering EPC services to U.S.-based manufacturing ventures positions us to benefit from ongoing trends in reshoring and foreign direct investment into the U.S. industrial base. These trends have been driven in part by geopolitical tensions, global supply chain disruptions, and government incentives that encourage strategic sectors to localize production and reduce reliance on overseas manufacturing.

Description and Analysis of Principal Components of Our Results of Operations

The following discussion is based on our Company’s historical results of operations and may not be indicative of our Group’s future operating performance.

Comparison of operating results for the financial years ended December 31, 2023 and 2024

The following table shows our statement of operations data for the fiscal years ended December 31, 2023 and 2024. For further information regarding the results of our operations, see our financial statements appearing elsewhere in this prospectus.

	For the year ended December 31, 2023		For the year ended December 31, 2024		Change
	US$		US$		US$
Revenue	29,075,604		102,048,355		72,972,751		251	%
Cost of revenues	(21,962,790	)	(88,920,480	)	(66,957,690	)	305	%
Gross profit	7,112,814		13,127,875		6,015,061		85	%

Operating expenses:
Selling, general, and administrative expenses	(1,899,253	)	(3,396,780	)	(1,497,527	)	79	%
Total operating expenses	(1,899,253	)	(3,396,780	)	(1,497,527	)	79	%
Income from operations	5,213,561		9,731,095		4,517,534		87	%

Other income
Interest income	271		105,115		104,844		38688	%
Total other income	271		105,115		104,844		38688	%

Income before income tax expense	5,213,832		9,836,210		4,622,378		89	%
Income tax expense	(1,094,905	)	(2,065,604	)	(970,699	)	89	%
Net income	4,118,927		7,770,606		3,651,679		89	%

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Comparison of operating results for the three-month periods ended September 30, 2024 and 2025

The following table shows our statement of operations data for the three-month periods ended September 30, 2024 and 2025. For further information regarding the results of our operations, see our financial statements appearing elsewhere in this prospectus.

	For the three-month period ended September 30, 2024		For the three-month period ended September 30, 2025		Change
	US$		US$		US$
Revenue	41,941,712		1,872,377		(40,069,335	)	(96	)%
Cost of revenues	(36,848,681	)	(1,487,849	)	35,360,832		(96	)%
Gross profit	5,093,031		384,528		(4,708,503	)	(92	)%

Operating expenses:
Selling, general and administrative expenses	(532,355	)	(955,939	)	(423,584	)	80	%
Total operating expenses	(532,355	)	(955,939	)	(423,584	)	80	%
Income (Loss) from operations	4,560,676		(571,411	)	(5,132,087	)	(113	)%

Other income
Interest income	21,199		29,462		8,263		39	%
Total other income	21,199		29,462		8,263		39	%

Income (Loss) before income tax expense	4,581,875		(541,949	)	(5,123,824	)	(112	)%
Income tax (expense) benefit	(962,368	)	113,809		1,076,177		(112	)%
Net income (loss)	3,619,507		(428,140	)	(4,047,647	)	(112	)%

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Comparison of operating results for the nine-month periods ended September 30, 2024 and 2025

The following table shows our statement of operations data for the nine-month periods ended September 30, 2024 and 2025. For further information regarding the results of our operations, see our financial statements appearing elsewhere in this prospectus.

	For the nine-month period ended September 30, 2024		For the nine-month period ended September 30, 2025		Change
	US$		US$		US$
Revenue	66,266,834		19,867,626		(46,399,208	)	(70	)%
Cost of revenues	(57,338,720	)	(9,075,285	)	48,263,435		(84	)%
Gross profit	8,928,114		10,792,341		(1,864,227	)	(21	)%

Operating expenses:
Selling, general and administrative expenses	(1,968,801	)	(4,074,212	)	(2,105,411	)	107	%
Total operating expenses	(1,968,801	)	(4,074,212	)	(2,105,411	)	107	%
Income from operations	6,959,313		6,718,129		(241,184	)	(3	)%

Other income
Interest income	76,190		80,654		4,464		6	%
Total other income	76,190		80,654		4,464		6	%

Income before income tax expense	7,035,503		6,798,783		(236,720	)	(3	)%
Income tax expense	(1,477,456	)	(1,427,744	)	49,712		(3	)%
Net income	5,558,047		5,371,039		(187,008	)	(3	)%

Revenue

As set forth in the following table, during the years ended December 31, 2023 and 2024, our revenue was derived from EPC services and sales of equipment:

	For the years ended December 31,
	2023			2024
	US$	%		US$	%
EPC services	28,009,454	96	%	101,951,758	100	%
Sales of equipment	1,066,150	4	%	96,597	0	%
Total	29,075,604	100	%	102,048,355	100	%

Our total revenue increased by approximately $73.0 million, or 251%, to approximately $102.1 million for the year ended December 31, 2024 from approximately $29.1 million for the year ended December 31, 2023. The increase was primarily attributable to the commencement and execution of a major EPC contract, which contributed approximately $79.6 million, or 78% of our total revenue in 2024. The remaining approximately $22.4 million was generated from other EPC projects, compared to approximately $28.0 million in 2023, reflecting both new contract awards and the completion of certain ongoing projects. Revenue from equipment sales decreased from approximately $1.1 million in 2023 to approximately $0.1 million in 2024. Accordingly, the year-over-year revenue increase was driven predominantly by the Solar Agreement, partially offset by decreases in other EPC activities and equipment sales.

In April 2025, the client under the Solar Agreement exercised its right to terminate for convenience. The termination did not result from any performance issues or breach by us. As of December 31, 2024, we recognized approximately $79.6 million of revenue under the Solar Agreement, representing 90.5% of the total contract value of approximately $88 million. The majority of the project work was completed prior to the termination and while

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we believe we are entitled to a termination fee, covering completed work and related costs, this termination has discontinued a substantial source of revenue present in 2024. As a result, we believe our results of operations for 2024 should not be considered indicative of our future operating results or financial condition.

As of September 30, 2025, we recognized approximately $93.4 million in revenue from the Solar Agreement, representing 100% of its total contract value. Out of the total contract value, $13.9 million was recognized for the nine months ended September 30, 2025.

Subsequent to December 31, 2024, we entered into several EPC contracts with different clients, each generally in the single-digit million dollar range. While the aggregate value of these contracts is not comparable to the Solar Agreement, we believe they broaden our client base and may support future revenue opportunities.

As set forth in the following table, for the three-month and nine-month periods ended September 30, 2024 and 2025, our revenue was derived from EPC services and sales of equipment:

	For the three-month periods ended September 30,
	2024			2025
	US$	%		US$	%
EPC services	41,941,712	100	%	1,751,457	94	%
Sales of equipment	—	—	%	120,920	6	%
Total	41,941,712	100	%	1,872,377	100	%

	For the nine-month periods ended September 30,
	2024			2025
	US$	%		US$	%
EPC services	66,195,790	100	%	19,707,106	99	%
Sales of equipment	71,044	0	%	160,520	1	%
Total	66,266,834	100	%	19,867,626	100	%

Our total revenue decreased by approximately $40.0 million, or 96%, to approximately $1.9 million for the three-month period ended September 30, 2025 from approximately $41.9 million for the three-month period ended September 30, 2024. Our total revenue decreased by approximately $46.4 million, or 70%, to approximately $19.9 million for the nine-month period ended September 30, 2025 from approximately $66.3 million for the nine-month period ended September 30, 2024. The decrease was primarily due to the postponement of a $30 million EPC contract with a new client in the battery manufacturing industry, as well as the completion of several large-scale projects in early to mid-2025 that had contributed to revenue in prior periods. The project, which was signed in February 2025 and expected to commence shortly thereafter, was placed on hold in June 2025. While the contract has not been terminated and we remain in active communication with the client, as of the date of this prospectus, there is currently no definitive timeline for resumption.

Cost of revenues

During the years ended December 31, 2023 and 2024, our cost of revenues increased by approximately $66.9 million or 305% to approximately $88.9 million for the year ended December 31, 2024 from approximately $22.0 million for the year ended December 31, 2023. Such an increase was correlated to the increase in revenue from EPC services.

Our cost of revenues decreased by approximately $35.3 million or 96% to approximately $1.5 million for the three-month period ended September 30, 2025, from approximately $36.8 million for the three-month period ended September 30, 2024. For the nine-month periods ended September 30, 2024 and 2025, our cost of revenues decreased by approximately $48.3 million or 84% to approximately $9.0 million for the nine-month period ended September 30, 2025, from approximately $57.3 million for the nine-month period ended September 30, 2024. This decrease was primarily correlated with the decrease in revenue from EPC services, as project activity was significantly lower during the period. Amounts payable to certain vendors were accrued based on vendor contract amount as of December 31, 2024. During the invoice reconciliation process with those vendors in 2025, we revised our estimates for certain accrued amounts, resulting in approximately $3.7 million decrease from the amounts previously accrued. This change was attributable to improved vendor efficiency and did not result from any changes in project scope or contractual terms. The change in estimate was recorded as a reduction in cost of revenues for the nine months ended September 30, 2025.

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Gross profit

Our gross profit margin decreased from approximately 24% in the year ended December 31, 2023 to approximately 13% in the year ended December 31, 2024. The decrease was primarily due to the following factors: (i) a significant portion of our 2024 revenue was generated from a large new client project in Arizona, for which we adopted a relatively lower bidding margin strategy in order to secure the contract; (ii) larger-scale projects generally have lower profit margins compared to smaller projects due to the competitive bidding environment and pricing structures; and (iii) the Arizona project, being our first project of this scale, incurred substantial consulting and advisory fees, which were necessary during the initial execution phase but are not expected to recur at similar levels in future projects of comparable size.

Our gross profit margin increased from approximately 12% for the three-month period ended September 30, 2024, to approximately 21% for the three-month period ended September 30, 2025. The increase was primarily driven by a favorable change order on one of our EPC projects, which provided additional compensation at a higher margin relative to our other project activities during the period. As overall project volume declined during the three-month ended September 30, 2025, this high-margin change order contributed a proportionally larger share of total gross profit.

Our gross profit margin increased from approximately 13% for the nine-month period ended September 30, 2024 to approximately 54% for the nine-month period ended September 30, 2025. The increase was primarily driven by a favorable change order on one of our EPC projects, which provided additional compensation at a higher margin relative to our other project activities during the period. In addition, amounts payable to certain vendors were accrued based on vendor contract amount as of December 31, 2024. During the invoice reconciliation process with those vendors in 2025, we revised our estimates for certain accrued amounts, resulting in approximately $3.7 million decrease from the amounts previously accrued. This change was attributable to improved vendor efficiency and did not result from any changes in project scope or contractual terms. This change in estimate was recorded as a reduction in cost of revenues for the nine months ended September 30, 2025. As overall project volume declined in 2025, this high-margin change order and deduction of cost of revenues contributed a proportionally larger share of total gross profit, which may not be indicative of our gross profit margins or operating results in future periods.

Selling, general and administrative expenses

The following table sets forth the breakdown of our selling, general and administrative expenses for the financial years ended December 31, 2023 and 2024:

	For the years ended December 31,
	2023			2024
	US$	%		US$	%
Payroll and welfare expenses	1,098,944	58	%	1,570,663	46	%
Office expenses	489,574	26	%	1,003,594	30	%
Operating lease expenses	14,866	1	%	65,765	2	%
Professional service expenses	163,925	8	%	645,265	19	%
Depreciation and amortization	—	—	%	32,747	1	%
Share-based compensation expenses	128,696	7	%	—	—	%
Selling expenses	3,248	0	%	78,746	2	%
Total	1,899,253	100	%	3,396,780	100	%

General and administrative expenses increased by approximately $1.5 million or 79% to approximately $3.4 million for the year ended December 31, 2024, from approximately $1.9 million for the year ended December 31, 2023. Such increase was mainly attributable to the increase in revenue generated from EPC services of approximately $73.9 million. In 2024, the Company expanded its workforce by hiring additional project management, engineering, and administrative personnel, as well as the strengthening its bidding and client development teams. The Company also participated in marketing activities and industry events designed to enhance visibility and support future contract acquisition. In turn, these initiatives contributed to the rise in selling, general, and administrative expenses to support increased business volume.

The Company expects that certain general and administrative expenses, including those related to legal and financial advisory services, will continue to increase in 2026 as it engages with consultants to support future growth and capital market activities.

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The following table sets forth the breakdown of our selling, general and administrative expenses for the three-month and nine-month periods ended September 30, 2024 and 2025:

	For the three-month periods ended September 30,
	2024			2025
	US$	%		US$	%
Payroll and welfare expenses	330,730	62	%	471,815	50	%
Office expenses	112,404	21	%	147,679	15	%
Operating lease expenses	21,018	4	%	1,711	0	%
Professional service expenses	43,212	8	%	322,514	34	%
Depreciation and amortization	8,848	2	%	8,848	1	%
Selling expenses	16,143	3	%	3,372	0	%
Total	532,355	100	%	955,939	100	%

	For the nine-month periods ended September 30,
	2024			2025
	US$	%		US$	%
Payroll and welfare expenses	1,018,523	52	%	1,656,962	41	%
Office expenses	611,392	31	%	622,366	15	%
Operating lease expenses	55,371	3	%	2,687	0	%
Professional service expenses	199,961	10	%	456,773	11	%
Depreciation and amortization	23,899	1	%	26,544	1	%
Share-based compensation expenses	—	—	%	1,296,619	32	%
Selling expenses	59,655	3	%	12,261	0	%
Total	1,968,801	100	%	4,074,212	100	%

Selling, general, and administrative expenses increased by approximately $0.5 million or 80% to approximately $1.0 million for the three-month period ended September 30, 2025, from approximately $0.5 million for the three-month period ended September 30, 2024. Selling, general, and administrative expenses increased by approximately $2.1 million or 107% to approximately $4.1 million for the nine-month period ended September 30, 2025, from approximately $2.0 million for the nine-month period ended September 30, 2024.

The increase was primarily driven by the Company’s continued business expansion efforts, including the hiring of additional project management, engineering and administrative personnel to support ongoing operations. In addition, professional service expenses increased due to higher audit fees in connection with our proposed initial public offering and legal fees for a closed litigation proceeding. The increase in selling, general and administrative expenses for the nine-month period also reflected the recognition of share-based compensation expenses of approximately $1.3 million in 2025, to decline following the completion of this Offering. In addition, the share-based compensation arising from a one-time grant of equity awards that were fully vested upon grant, resulting in immediate expense recognition. A portion of these increases, particularly professional service fees related to audit, legal and capital market preparation activities, is non-recurring and is expected expenses recognized in 2025 resulted from a one-time equity incentive grant and are not expected to recur in future periods.

Payroll and welfare expenses were mainly represented by the salaries, allowances to our employees and share-based compensation expense, primarily for our corporate, executive, finance and other administrative functions.

Office expenses were mainly represented by insurance, travel expenses and software expenses.

Professional service expenses were mainly represented by the financial, legal advisory service and other services rendered by the professionals outside the Company.

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Other Income

Our interest income increased from bank deposit increases by $104,844 for the year ended December 31, 2024. This is mainly due to more placement of deposits attributable to increase in funds from operation during the year ended December 31, 2024.

Our interest income increased from bank deposit increases by $8,263 and $4,464 for the three-month and nine-month period ended September 30, 2025, respectively, from the three-month and nine-month period ended September 30, 2024. This is mainly due to more placement of deposits attributable to increase in funds from operation during the three-month and nine-month period ended September 30, 2025.

Income Tax Expenses

During the financial years ended December 31, 2023 and 2024, our income tax expense comprised of our current tax expense and deferred tax for the financial year.

For the year ended December 31, 2024, our income tax increased to approximately $2.1 million and our effective tax rate, calculated as income tax divided by profit before income tax, was approximately 21% due to the increase on the growth of revenue. Such income tax increase was generally in line with the increase in our profit for the financial year.

For the three-month period ended September 30, 2025, our income tax benefit was approximately $0.1 million, compared to our income tax expense was approximately $1.0 million for the three-month period ended September 30, 2024. The decrease was primarily due to the decline in our profit before income tax for the period, and the change in income tax expense was generally in line with the change in our profitability.

There were no significant changes on our income tax expense from the nine-month period ended September 30, 2024, to the nine-month period ended September 30, 2025.

Net Income

As a result of the foregoing, our net income amounted to approximately $4.1 million and approximately $7.8 million for the financial years ended December 31, 2023 and 2024, respectively.

As a result of the foregoing, our net income amounted to approximately $3.6 million and our net loss amounted to approximately $0.4 million for the three-month periods ended September 30, 2024 and 2025, respectively.

As a result of the foregoing, our net income amounted to approximately $5.6 million and approximately $5.4 million for the nine-month periods ended September 30, 2024 and 2025, respectively.

Liquidity and Capital Resources

As of December 31, 2024, we had approximately $9.4 million in cash, compared to approximately $9.6 million as of December 31, 2023. The slight decrease was primarily due to cash outflows from investing activities on purchasing the vehicle, partially offset by positive cash flow from operating activities.

As of September 30, 2025, we had approximately $4.6 million in cash, compared to approximately $9.4 million as of December 31, 2024. The decrease was primarily attributable to cash outflows from operating activities, driven by lower revenues during the period, and financing activities related to the dividend payment made to stockholders in July 2025.

Our liquidity and working capital requirements have primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, the net proceeds from this Offering and other equity or debt financings as and when appropriate.

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We believe that our operations are self-sustaining and that our current cash position is sufficient to meet our working capital needs and planned capital expenditures for at least the next 12 months from the date of this prospectus.

Material Cash Requirements

Working Capital

As of December 31, 2024, we had approximately $9.4 million in cash and net current assets of approximately $10.4 million. Subsequent to December 31, 2024, and up to the date of this prospectus, we have not received additional paid-in capital and our cash position has not materially changed.

In April 2025, our largest client terminated for convenience the Solar Agreement with a total contract value of approximately $88 million. We recognized approximately $79.6 million from the Solar Agreement, which represented approximately 78% of our total revenue for the year ended December 31, 2024. We substantially completed our scope of work under the Solar Agreement prior to termination and we believe we are entitled to receive payments under the termination provisions, covering completed work and demobilization costs. As of the date of this prospectus, we have recognized $93.4 million in revenue from the Solar Agreement in accordance with applicable accounting principles. As of the date of this prospectus, approximately $4.0 million of contract assets which are not billed yet and $0.3 million of the recognized amount remains outstanding and has not yet been collected in cash.

In addition, a $30 million EPC contract awarded in February 2025 was placed on hold in June 2025, which we believe was due to significant increases in the U.S. tariffs on imported machinery and equipment. While this hold delays revenue recognition, it also defers the related cost outlays. While higher tariffs may increase costs on certain inputs such as steel and aluminum, we believe they may also encourage additional domestic manufacturing investment, which could support demand for our EPC services over the longer term.

Our historical operating cash requirements primarily consist of selling, general and administrative expenses (“SG&A”), which were approximately $3.4 million in the year ended December 31, 2024. By comparison, our $9.4 million cash balance as of December 31, 2024, was nearly three times our annual SG&A expenses. Our cost of revenues, by contrast, fluctuates with the size of projects under execution and are generally matched by project-related cash inflows. Taking these factors together, we believe our current cash position, combined with expected payments under existing contracts and costs for the commercialization of our modular water treatment systems products, provides sufficient liquidity to support our operations and meet our obligations for at least the next 12 months from the date of this prospectus.

	As of December 31, 2023		As of December 31, 2024
	US$		US$
Total current assets	14,518,964		24,041,132
Total current liabilities	(9,443,072	)	(13,594,971	)
Net current assets	5,075,892		10,446,161

As of September 30, 2025, we had approximately $4.6 million in cash and net current assets of approximately $15.1 million. The increase in net current assets compared to December 31, 2024, was mainly due to a decrease in current liabilities as certain project-related payables were settled during the period. Subsequent to September 30, 2025, and up to the date of this prospectus, we have not received additional paid-in capital and our cash position has not materially changed.

Our historical operating cash requirements primarily consist of selling, general and administrative expenses (“SG&A”), which were approximately $4.1 million for the nine-month period ended September 30, 2025. SG&A for the period included payroll and welfare expenses due to the hiring of additional project management, engineering and administrative personnel to support ongoing operations, professional service fees related to audit and legal, as well as a one-time share-based compensation expense of approximately $1.3 million. By contrast, our cost of revenues fluctuates with project execution levels and is generally matched by project-related cash inflows.

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Taking these factors together, we believe our current cash position, combined with expected payments under existing contracts, provides sufficient liquidity to support our operations and meet our obligations for at least the next 12 months from the date of this prospectus.

	As of December 31, 2024		As of September 30, 2025
	US$		US$
			(Unaudited)
Total current assets	24,041,132		22,256,266
Total current liabilities	(13,594,971	)	(7,115,580	)
Net current assets	10,446,161		15,140,686

Cash flows

The following table summarizes our cash flows for the financial years ended December 31, 2023 and 2024:

	For the years ended December 31,
	2023		2024
	US$		US$
Cash as of beginning of the year	217,813		9,573,299
Net cash provided by operating activities	11,569,163		58,907
Net cash used in investing activities	—		(99,018	)
Net cash used in financing activities	(2,213,677	)	(89,389	)
Net change in cash	9,355,486		(129,500	)
Cash as of the end of the year	9,573,299		9,443,799

Cash flows from operating activities

Our cash inflow from operating activities was principally receipt of payments from clients. Our cash outflows from operating activities were principally due to payments to subcontractors, and for salaries, raw materials, rental, and other administrative and operating expenses. Net cash provided by operating activities reflects our net income adjusted for depreciation of equipment, amortization of right-of-use assets, share-based compensation expense and change in operating assets and liabilities items including accounts receivable, contract assets, amount due from related parties, prepayments and other current assets, accounts payables, contract liabilities, income tax payables, accrued expense and other current liabilities and other non-current liabilities.

For the year ended December 31, 2024, our net cash provided by operating activities was approximately $0.1 million, which primarily reflected our net income of approximately $7.8 million, as negatively adjusted by (i) increase of accounts receivable of approximately $0.9 million, and (ii) increase of contract assets of approximately $10.2 million and positively adjusted by (iii) increase of accounts payable of approximately $3.6 million.

For the year ended December 31, 2023, our net cash provided by operating activities was approximately $11.6 million, which primarily reflected our net income of approximately $4.1 million, as negatively adjusted by (i) increase of contract assets of approximately $2.2 million and positively adjusted by (ii) increase of accounts payable of approximately $7.0 million, and (iii ) increase of income tax payable of approximately $1.3 million.

Cash flows from investing activities

Our cash flows used in investing activities primarily consisted of purchase of vehicles for business uses.

For the year ended December 31, 2024, our net cash used in investing activities was approximately $0.1 million, primarily due to purchase of vehicles.

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Cash flows from financing activities

Our cash flows used in financing activities primarily consists of amounts borrowed to, and repayments made by the director.

For the year ended December 31, 2024, our net cash used in financing activities was approximately $0.1 million, which mainly consisted of amounts borrowed to and repayment made by the related party.

For the year ended December 31, 2023, our net cash used in financing activities was approximately $2.2 million, which mainly consisted of amounts borrowed to and repayment made by the related party.

The following table summarizes our cash flows for the nine-month periods ended September 30, 2024 and 2025:

	For the nine-month periods ended September 30,
	2024		2025
	US$		US$
Cash at the beginning of the period	9,573,299		9,443,799
Net cash used in operating activities	(2,054,880	)	(2,325,987	)
Net cash used in investing activities	(99,018	)	—
Net cash provided by (used in) financing activities	211,611		(2,469,700	)
Net change in cash	(1,942,287	)	(4,795,687	)
Cash as of the end of the year	7,631,012		4,648,112

Cash flows from operating activities

Our cash inflows from operating activities primarily consist of payments received from clients, while our cash outflows primarily relate to payments to subcontractors, salaries, materials, rental expenses and other administrative and operating costs. Net cash provided by operating activities reflects our net income adjusted for non-cash items, including depreciation of equipment, amortization of right-of-use assets and share-based compensation expenses, as well as changes in operating assets and liabilities.

For the nine-month period ended September 30, 2025, our net cash used in operating activities was approximately $2.3 million. This amount primarily reflected our net income of approximately $5.4 million, adjusted for non-cash items and significant changes in working capital. Operating cash flow was negatively affected by (i) an increase in accounts receivable of approximately $0.8 million, (ii) an increase in prepayments and other current assets of approximately $1.0 million and (iii) a decrease in accounts payable of approximately $4.1 million as outstanding payables from prior project activities were settled. These impacts were partially offset by (iv) an increase in contract liabilities of approximately $1.4 million. The combination of these working capital movements resulted in net cash used in operating activities for the period.

For the nine-month period ended September 30, 2024, our net cash used in operating activities was approximately $2.1 million. Although we generated net income of approximately $5.6 million during the period, operating cash flow was negatively impacted by (i) an increase in contract assets of approximately $5.2 million, reflecting timing differences in revenue recognition and billings, and (ii) a decrease in accounts payable of approximately $3.9 million. These impacts were partially offset by (iii) an increase in contract liabilities of approximately $1.2 million and (iv) an increase in income tax payable of approximately $1.3 million. As a result, we recorded net cash used in operating activities for the period.

Cash flows from investing activities

Our cash flows used in investing activities primarily consisted of purchase of vehicles for business uses.

For the nine-month period ended September 30, 2024, our net cash used in investing activities was approximately $0.1 million, primarily due to purchase of vehicles to support project execution and administrative functions. For the nine-month period ended September 30, 2025, we did not have any material investing activities, and cash flows from investing activities were not significant for the period.

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Cash flows from financing activities

Our cash flows from financing activities primarily consist of advances from and repayments to related parties, dividend distributions and payments of deferred offering costs.

For the nine-month period ended September 30, 2025, our net cash used in financing activities was approximately $2.5 million, which was primarily due to the payment of dividends of approximately $2.0 million to our stockholders and the payment of approximately $0.5 million in deferred initial public offering costs. These financing outflows were non-recurring in nature and were related to capital market activities and the Company’s pre-offering capital structure.

For the nine-month period ended September 30, 2024, our net cash provided by financing activities was approximately $0.2 million, primarily reflecting short-term advances from and repayments to a related party.

Accounts receivable

Our net accounts receivable increased from approximately $0.1 million as of December 31, 2023 to approximately $1.0 million as of December 31, 2024. The increase was primarily attributable to our revenue from EPC services.

The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below:

	As of December 31, 2023	As of December 31, 2024
	US$	US$
Within 30 days	—	970,500
Between 31 and 60 days	—	—
Between 61 and 90 days	—	—
Over 91 days	83,287	—
Accounts receivables, net	83,287	970,500

We have a policy for determining the allowance for credit loss based on the evaluation of collectability and aging analysis of accounts receivable and on management’s judgement, including the change in credit quality, the past collection history of each client and the current market condition.

The loss allowance for accounts receivable related to a general provision for accounts receivable applying the simplified approach to providing for expected credit loss(es) (the “ECL(s)”). Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default. An ECL rate is calculated based on historical loss rates of the industry in which our clients operate and aging of the accounts receivable.

During the years ended December 31, 2023 and 2024, there was no allowance.

Our net accounts receivable increased from approximately $1.0 million as of December 31, 2024, to approximately $1.8 million as of September 30, 2025. The increase was primarily attributable to the timing of billings and collections under ongoing EPC contracts rather than an increase in revenue volume. Certain milestone billings were issued but not yet collected as of period end, resulting in a higher accounts receivable balance.

The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below:

	As of December 31, 2024	As of September 30, 2025
	US$	US$
Within 30 days	970,500	484,123
Between 31 and 60 days	—	15,821
Between 61 and 90 days	—	—
Over 91 days	—	1,291,437
Accounts receivables, net	970,500	1,791,381

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The increase in amounts aged over 91 days as of September 30, 2025 was mainly due to delays in client payment processing and the timing of certification and approval cycles under our EPC contracts. Our EPC agreements generally include progress-certification-and-billing provisions (“PCABO”), under which billings are tied to verified milestones and obligate clients to remit payment upon certification. These contractual mechanisms support the collectability of our accounts receivable, and the ageing profile reflects timing differences rather than deterioration in credit quality.

Based on management’s assessment of client credit quality, payment history, project status, and contractual billing protections, no allowance for credit losses was recorded for the nine-month periods ended September 30, 2024 and 2025.

Contract assets

Our contract assets increased from approximately $2.5 million as of December 31, 2023 to approximately $12.7 million as of December 31, 2024. The increase was primarily attributable to our EPC service projects with two clients. We believe the increase resulted from both clients’ heightened caution in certifying project milestones given what we believe to be the significance of the projects, which led to delays in the expected timeline. In 2025, we issued the invoices totaling approximately $5.6 million, which was recorded as contract assets as of December 31, 2024 and was fully settled with cash as of the date of this prospectus. We expect the clients to complete the remaining certifying process by the end of 2025. We believe this delay attributable to the certification process presents no significant impact on our liquidity.

Our contract assets further increased from approximately $12.7 million as of December 31, 2024 to approximately $13.2 million as of September 30, 2025, primarily due to continued EPC work performed for the same two major clients for which certification and billing had not yet occurred as of the reporting date. During the nine-month period ended September 30, 2025, additional contract assets of approximately $6.6 million were recognized from these projects as work progressed ahead of agreed project milestones. As noted above, the invoices totaling approximately $5.6 million that were recorded as contract assets as of December 31, 2024 were fully settled in cash by September 30, 2025. We expect the outstanding milestones to be certified by the end of 2025. Management believes that the delays in certification are procedural in nature, and reflect project scale, but as of the date of this prospectus, no firm timeline exists, and prolonged delays could impair collectability or liquidity.

Accounts payable

Our accounts payable increased from approximately $7.0 million as of December 31, 2023 to approximately $10.6 million as of December 31, 2024. The increase was mainly attributable to more procurement and subcontracting activities in line with our expanded project volume.

Our accounts payable decreased from approximately $10.6 million as of December 31, 2024 to approximately $2.8 million as of September 30, 2025. The decrease was mainly due to the settlement of subcontractor payables associated with EPC projects that were completed during the period. The reduction reflects the normal timing of project completion and supplier payment cycles rather than any change in our procurement practices or payment terms. Amounts payable to certain vendors were accrued based on vendor contract amount as of December 31, 2024. During the invoice reconciliation process with those vendors in 2025, we revised our estimates for certain accrued amounts, resulting in approximately $3.7 million decrease from the amounts previously accrued. This change was attributable to improved vendor efficiency and did not result from any changes in project scope or contractual terms. The change in estimate was recorded as a reduction in cost of revenues for the nine months ended September 30, 2025.

Capital Commitments

As of December 31, 2023 and 2024, and September 30, 2025, we did not have any capital commitments.

Contractual Obligations

The following table summarized our contractual obligations, which include principal in the cases of contract liabilities as of December 31, 2024:

	Payment due by period
	Less than 1 year	1 to 3 years	3 to 5 years	Total
	US$	US$	US$	US$
Contractual Obligations:
Contract liabilities	743,012	—	—	743,012
Operating lease obligations	17,718	1,477

BW Industrial Holdings Inc. S-1