IPO - China Liberal Education Holdings Ltd

Form Type: 424B5

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000147793224008281

Filing Summary: China Liberal Education Holdings Limited is offering 160,000,000 Ordinary Shares at a price of $0.13 per share, with an option for investors to also receive warrants for additional shares amounting to 200% of their purchase. The warrants are exercisable at $0.45 per share, expiring after five years, with an adjustment to $0.04 following a reset date. This offering aims to comply with Nasdaq regulations following previous underperformance, necessitating a reverse stock split to maintain listing standards. The company recorded a market value of $75.6 million based on its outstanding shares as of October 7, 2024. Additionally, there are regulatory considerations indicated by the PRC for overseas listings, including compliance with the Trial Administrative Measures and potential risks under the Holding Foreign Companies Accountable Act, which could impact trading and auditing in the U.S. The company does not plan to pay dividends for the foreseeable future but intends to retain earnings for business growth. This offering follows a previously filed registration statement declared effective on July 21, 2023, allowing for a broader range of potential securities offerings.

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