The offering consists of the sale of 12,000,000 Class A ordinary shares (each, an "Ordinary Share") and/or pre-funded warrants to purchase Ordinary Shares (each, a "Pre-Funded Warrant"). The public offering price per share is $0.25 (or $0.24999 for each Pre-Funded Warrant, which is equal to the offering price per Ordinary Share sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.
Aggregate gross proceeds to the Company are expected to be approximately $3.0 million. The transaction is expected to close on or about June 30, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. a 45-day option to purchase additional Ordinary Shares of up to 15.0% of the number of Ordinary Shares sold in the offering. The purchase price to be paid per additional Ordinary Share will be equal to the public offering price of one Ordinary Share, less the underwriting discount.
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