F-1/A: Haoxi Health Technology Eyes $14.4 Million in New Unit Offering

Haoxi Health Technology plans to raise capital through a unit offering, each consisting of Class A Ordinary Shares and warrants.

Summary

• Haoxi Health Technology Limited is planning a firm commitment offering of 4,166,666 units, with an option for underwriters to purchase an additional 625,000 units.
• Each unit includes one Class A Ordinary Share (or a pre-funded warrant), one Series A warrant, and one Series B warrant.
• The pre-funded warrants are exercisable upon issuance at $0.0001 per share and do not expire until fully exercised.
• The Series A warrants have a 5-year term, are exercisable upon issuance at an initial price of $[ ] per share, which adjusts to $[ ] on the 16th trading day post-closing.
• The Series B warrants also have a 5-year term, exercisable on or after the Series B Exercise Date at $0.0001 per share.
• The maximum number of shares issuable upon exercise of the Series B Warrants will be 16,666,667 shares.
• The offering is estimated to generate gross proceeds of $14.4 million if the over-allotment option is exercised in full.
• EF Hutton LLC is acting as the representative of the underwriters.
• The company's Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol HAO.
• The company intends to submit its filing application to the CSRC within three working days after the completion of this offering.

Sentiment

Score: 5

Explanation: The document is neutral. It describes the terms of a securities offering and associated risks, without expressing a strong positive or negative view.

Positives

• The offering could provide Haoxi Health Technology with approximately $11.4 million in net proceeds for working capital and general corporate purposes.
• The company has the flexibility to use the proceeds for acquisitions, investments, and hiring experienced personnel.
• The company intends to submit its filing application to the CSRC within three working days after the completion of this offering.

Negatives

• There is no established trading market for the Units or the Warrants, which could limit liquidity.
• Investors will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.
• The dual class structure concentrates voting control with the CEO, whose interests may not align with other shareholders.
• The company is subject to regulatory risks associated with business operations in China, including potential intervention by the PRC government.
• The company is subject to the Overseas Listing Trial Measures for filing procedures with the CSRC in connection with this offering.

Risks

• Investing in Class A Ordinary Shares involves a high degree of risk, including the risk of losing the entire investment.
• The company is subject to legal and operational risks associated with business operations in China.
• The Chinese regulatory authorities could disallow the company's corporate structure, which could cause the value of securities to significantly decline or become worthless.
• The company's offering is subject to CSRC filing procedures, which could limit or hinder its ability to offer securities to investors.
• The company's Class A Ordinary Shares may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect the company's auditors for two consecutive years.
• The company is dependent on receipt of funds from its PRC subsidiary, Haoxi Beijing, and limitations on the ability of Haoxi Beijing to transfer cash out of China could limit the company's ability to access cash generated by its operations.
• The company is an emerging growth company and will be subject to reduced public company reporting requirements.
• The company is a controlled company under Nasdaq Marketplace Rules 5615(c).
• The company is subject to the Overseas Listing Trial Measures for filing procedures with the CSRC in connection with this offering.

Future Outlook

The company intends to use the proceeds from this offering for working capital and general corporate purposes, acquiring or investing in technologies, solutions or businesses that complement its business, and hiring experienced employees to improve its systems of internal control and compliance with U.S. GAAP and the Sarbanes-Oxley Act of 2002.

Industry Context

The company operates in the online marketing solution industry in China, with a focus on the healthcare sector. The industry is rapidly evolving, and the company faces competition from other online marketing service providers.

Stakeholder Impact

• Shareholders will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.
• The dual class structure concentrates voting control with the CEO, whose interests may not align with other shareholders.

Next Steps

• The company will submit its filing application to the CSRC within three working days after the completion of this offering.
• The underwriters are expected to deliver such securities against payment in U.S. dollars in New York, New York on or about [], 2024.

Key Dates

Keywords

Class A Ordinary Shares, Warrants, Offering, Haoxi Health Technology, CSRC, Units, China, Listing, EF Hutton, PCAOB