F-1/A: U-BX Technology Files Amendment for Resale of 14.4 Million Ordinary Shares

Sentiment:

F-1/A Filing 28 January 2025 4:12 PM

U-BX Technology Ltd. files an amendment to its registration statement for the resale of up to 14.4 million ordinary shares by selling shareholders, including shares issuable upon exercise of warrants.

Capital raiseOn November 28, 2024, the Company entered into the Securities Purchase Agreement with several investors for a private placement (PIPE Offering) of (i) 1,425,000 Ordinary Shares, par value $0.0016 per share and (ii) Warrants to initially purchase an aggregate of 4,275,000 Ordinary Shares at a purchase price of $4.00 per Ordinary Share and three accompanying Warrants, which is approximately 102% of the closing price of the Companys Ordinary Share of the trading day immediately prior to the date of the Securities Purchase Agreement (the Offering Price), for a gross proceeds of $5.7 million (assuming the Warrants are not exercised).The Company intends to use the net proceeds from the PIPE Offering to provide financing for administrative expenses, talent acquisition, and working capital needs.

Summary

U-BX Technology Ltd., a Cayman Islands holding company operating in China, has filed an amendment to its Form F-1 registration statement.
The amendment pertains to the resale of up to 14,400,000 ordinary shares by selling shareholders, including up to 13,500,000 shares issuable upon the exercise of warrants.
These ordinary shares and warrants were issued in a private placement completed on November 28, 2024.
U-BX Technology Ltd. will not receive any proceeds from the sale of these shares by the selling shareholders.
The company's ordinary shares are currently traded on the Nasdaq Capital Market under the symbol UBXG, with the last reported closing price on January 23, 2025, at $3.08.
The company previously received a notification from Nasdaq on October 21, 2024, regarding non-compliance with the minimum bid price requirement, which was resolved on December 13, 2024, after implementing a reverse share split.
Investors are cautioned that they are buying shares of a Cayman Islands holding company, not a China-based operating company, which involves unique risks.
The company conducts its business through PRC subsidiaries and does not use a VIE structure.
The document outlines various risks associated with investing in the company, including those related to its corporate structure, doing business in China, and the industry in which it operates.
The company is required to submit a filing with the CSRC within three business days after the completion of an offering made pursuant to this prospectus and may be subject to the filing requirements under the Overseas Listing Trial Measures for our future offerings and listing of our securities in an overseas market under the Overseas Listing Trial Measures.

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative aspects. While the company has regained Nasdaq compliance and completed an IPO, it faces significant risks related to its operations in China and the volatility of its stock. The sentiment is neutral, reflecting the balanced view.

Positives

The company has regained compliance with Nasdaq's minimum bid price requirement.
The company has completed the record filing requirement for its initial public offering with the CSRC.
The company's auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection.

Negatives

The company will not receive any proceeds from the sale of ordinary shares by the selling shareholders.
Investing in the company's ordinary shares involves a high degree of risk.
The trading price of the ordinary shares is likely to be volatile, which could result in substantial losses to investors.
The company may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the HFCA Act), if the Public Company Accounting Oversight Board (the PCAOB) is unable to inspect our auditors for two consecutive years beginning in 2021.
The company has a history of net losses and negative cash flows from operating activities, which may continue in the future.

Risks

The company's current corporate structure and business operations may be substantially affected by the Foreign Investment Law of China.
PRC regulations relating to investments in offshore companies by PRC residents may subject the company's PRC-resident beneficial owners or PRC subsidiaries to liability or penalties.
Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law.
The Chinese government exerts substantial influence over the manner in which the company must conduct its business activities.
The company is a holding company and will rely on dividends paid by its subsidiaries for its cash needs.
Uncertainties with respect to the PRC legal system could adversely affect the company.
The company may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.
The company's ordinary shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the HFCA Act), if the Public Company Accounting Oversight Board (the PCAOB) is unable to inspect our auditors for two consecutive years beginning in 2021.

Future Outlook

The company expects to have a broader reach within the overall insurance industry with the future digitization of the insurance industry.

Industry Context

The company operates in the insurance technology industry in China, providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	Xiaoli Zhong	Qingcai Li	May 3, 2024	Resignation

Stakeholder Impact

Shareholders may experience dilution of their holdings due to inability to participate in rights offerings.
Shareholders may face difficulties in protecting their interests due to the company's incorporation under Cayman Islands law.
The company's ability to pay dividends may be limited by PRC regulations.

Next Steps

The selling shareholders may offer the ordinary shares for sale from time to time.
The company will continue to take measures to remediate the material weakness and other deficiencies in its internal control over financial reporting.

Key Dates

Date	Description
June 30, 2021	U-BX was incorporated in the Cayman Islands.
June 1, 2017	The Cyber Security Law of the PRC became effective.
September 1, 2021	The PRC Data Security Law became effective.
February 15, 2022	The Measures for Cybersecurity Review (2021) became effective.
March 31, 2023	The Trial Measures came into effect.
April 1, 2024	The Company completed its initial public offering of 2,000,000 ordinary shares at a price of $5.00 per share.
May 3, 2024	Xiaoli Zhong resigned as CFO, Qingcai Li appointed as successor.
August 5, 2024	Wei, Wei & Co., LLP dismissed as auditor.
August 8, 2024	HTL International, LLC appointed as new auditor.
September 3, 2024	The Board of Directors of the Company approved and adopted an equity incentive plan (the 2024 Equity Incentive Plan), which became effective on September 3, 2024.
September 19, 2024	The Company issued 2,70,000 ordinary shares of the Company under Companys 2024 Share Incentive Plan to certain employees of the Company as compensation for their continued service in the Company.
October 21, 2024	The Company received a written notification from the Nasdaq Stock Market LLC (the Nasdaq) on October 21, 2024, notifying us that we are not in compliance with the minimum bid price requirement set forth in the Nasdaq rules for continued listing on the Nasdaq (the Minimum Bid Price Requirement).
October 24, 2024	The Company convened its general meeting of shareholders, during which the shareholders of the Company adopted resolutions approving an increase of the Companys share capital and a share consolidation (the Reverse Share Split) in a ratio of one (1)-for-sixteen (16) of the Companys issued and outstanding ordinary shares, as well as the number of authorized ordinary shares.
November 2, 2024	On November 2, 2024, the board of directors of the Company approved a revere share split at a ratio of one (1) for sixteen (16).
November 27, 2024	Our Ordinary Shares began trading on an adjusted basis, reflecting the Reverse Share Split, on November 27, 2024, under the existing ticker symbol UBXG.
November 28, 2024	The Company entered into the Securities Purchase Agreement with several investors for a private placement (PIPE Offering).
December 13, 2024	The Company received a letter from Nasdaq stating that because the Companys Ordinary Shares had a closing bid price at or above $1.00 per share for 10 consecutive business days, from November 27 through December 12, 2024, the Company had regained compliance with the Minimum Bid Price Requirement and that the matter is now closed.
January 23, 2025	On January 23, 2025, the last reported close price of our Ordinary Shares on Nasdaq was $3.08.
January 28, 2025	Date of the prospectus.

Keywords

Ordinary Shares, Warrants, Resale, Private Placement, UBX Technology, Nasdaq, China, Securities

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