Has priced a best-efforts public offering with gross proceeds to the Company expected to be approximately $6 million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrant offered.
The offering is comprised of 4,166,666 units (each, a "Unit"), each consisting of (i) one Class A ordinary share of the Company, par value $0.0016 per share (the "Class A Ordinary Shares"), and (ii) one warrant to purchase one Class A Ordinary Share or otherwise receive a greater number of Class A Ordinary Shares pursuant to the zero exercise price option described below (each, a "Warrant"). The public offering price per Unit is $1.44, or in lieu of Units, 4,166,666 pre-funded units (each a "Pre-Funded Unit"), each consisting of (i) one pre-funded warrant to purchase one Class A Ordinary Share (each, a "Pre-Funded Warrant"), and (ii) one Warrant. The public offering price per Pre-funded Unit is $1.4399, which is equal to the public offering price per Unit to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. Each of the Warrants will have an exercise price of $2.04 per Class A Ordinary Share and will be immediately exercisable upon issuance and expire six (6) months after the issuance date. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Units in the offering will be decreased on a one-for-one basis. The Warrants may also be exercised on a zero cash exercise option, pursuant to which the holder may exchange each warrant for approximately 12 Class A ordinary shares that are issuable on a cash exercise of the Warrants.
The offering is expected to close on or about October 9, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
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