ICZOOM Group (IZM) has filed the following:
This is a public offering (the “Offering”) on a “best-efforts” basis of up to 1,321,585 units (the “Units”) of ICZOOM Group Inc., a Cayman Islands exempted company (“ICZOOM Cayman” or the “Company”). Each Unit consists of (a) one Class A ordinary share of the Company, par value $0.16 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”), and (b) up to two warrants, each warrant entitling the holder to purchase one Class A Ordinary Share at an exercise price equal to $[•] per share, exercisable immediately after the date of issuance and which will expire [•] years after the issuance date (each, a “Warrant”, collectively, “Warrants”). Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IZM”. The Units and Warrants included in the Units offered hereby are not listed on any stock exchange or any trading system, and we do not expect a market for the Units or the Warrants to develop.
We have assumed a public offering price of $9.08 per Unit for the Offering, which was the closing trading price for our Class A Ordinary Shares, as reported on Nasdaq, on March 6, 2024. The recent market price used throughout this prospectus may not be indicative of the actual offering price. The final public offering price will be determined through negotiation between us and the investors in the Offering, and may be at a discount to the current market price or to the assumed price set forth above.
As the date hereof, our authorized share capital is $5,600,000 divided into 30,000,000 Class A Ordinary Shares and 5,000,000 Class B ordinary shares, par value $0.16 per share (each, a “Class B Ordinary Share”; collectively, “Class B Ordinary Shares”). As of the date hereof, we have 6,540,658 Class A Ordinary Shares and 3,829,500 Class B Ordinary Shares, issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Class A Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote and each Class B Ordinary Share will be entitled to ten votes. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one to one basis. The Class B Ordinary Shares shall automatically convert into fully paid and nonassessable Class A Ordinary Shares upon the occurrence of certain events as described herein. See “Description of Share Capital — Conversion” starting on page 160 of this prospectus.