IPO - Decent Holding Inc.
Form Type: 424B4
Filing Date: 2025-01-22
Corporate Action: Ipo
Type: New
Accession Number: 000121390025005235
Filing Summary: Decent Holding Inc. is conducting an initial public offering (IPO) of 1,250,000 ordinary shares at a price of $4.00 per share, under registration number 333-282509. The shares have been approved for listing on the Nasdaq Capital Market under the symbol 'DXST.' The company is structured as a Cayman Islands holding company, with all operational activities managed through its subsidiary in China, Shandong Dingxin Ecology Environmental Co., Ltd. Investors are warned that they will not hold direct equity interests in the operating subsidiary, which may present unique risks due to the corporate structure. The document outlines the regulatory environment in China, highlighting ongoing scrutiny and regulatory actions that could impact the company's operations and securities. Additionally, it discusses the company's position as an 'emerging growth company' subject to reduced reporting requirements and its status as a 'controlled company,' with the majority ownership resting with its founder, Mr. Dingxin Sun, who controls approximately 80.16% of shares. The offering is expected to generate net proceeds of approximately $4.65 million, after underwriting discounts and other expenses. The prospectus emphasizes the legal and operational risks associated with investments in foreign companies, particularly in light of Chinese regulations regarding foreign ownership and market practices.
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Additional details:
Ordinary Shares Offered: 1250000
Initial Public Offering Price: 4
Total Offering Price: 5000000
Underwriting Discount: 0.28
Total Underwriting Discount: 350000
Proceeds Before Expenses: 3.72
Proceeds Total: 4650000
Expected Delivery Date: 2025-01-23
Form Type: 8-A12B
Filing Date: 2025-01-21
Corporate Action: Ipo
Type: New
Accession Number: 000121390025004877
Filing Summary: Decent Holding Inc. is registering its securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The company will register its ordinary shares, which have a par value of $0.0001 each, on The Nasdaq Stock Market LLC. This filing refers to the registration number 333-282509, relating to a previously filed registration statement on Form F-1, originally filed on October 4, 2024. The ordinary shares being registered are detailed in the registration statement and incorporated by reference. No exhibits are attached to this filing as no other securities are registered. The document is signed by the Chief Executive Officer, Haicheng Xu, as of January 21, 2025.
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Additional details:
Title Of Each Class: Ordinary Share
Name Of Exchange: The Nasdaq Stock Market LLC
Regulation A Offering: No
Securities Act Registration Number: 333-282509
Form Type: CORRESP
Filing Date: 2025-01-16
Corporate Action: Ipo
Type: New
Accession Number: 000121390025004216
Filing Summary: Decent Holding Inc. has filed a request for the acceleration of the effective date of its Registration Statement on Form F-1, under File No. 333-282509. The company aims for the Registration Statement to become effective at 4:30 p.m. Eastern Time on January 21, 2025, or as soon thereafter as practicable. This filing indicates the company's preparation for an initial public offering (IPO). Additionally, Craft Capital Management LLC, representing the underwriters, will distribute preliminary prospectus copies to ensure adequate distribution among underwriters and dealers involved in the security distribution. The underwriters have complied with Rule 15c2-8 of the Securities Exchange Act of 1934.
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Additional details:
Registration Statement File No: 333-282509
Request Time: 4:30 p.m. Eastern Time on January 21, 2025
Underwriters Representation: Craft Capital Management LLC
Underwriters Compliance Rule: Rule 15c2-8 under the Securities Exchange Act of 1934
Form Type: F-1/A
Filing Date: 2025-01-06
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025001036
Filing Summary: This document is Amendment No. 3 to the Registration Statement on Form F-1 for Decent Holding Inc., which is filed under the Securities Act of 1933. It serves to amend the registration details and include Exhibit 23.1, along with an updated exhibit index. The company incorporates details about its incorporation, share issuance, and relevant legal provisions for the indemnification of directors and officers. Specifically, it states that Decent Holding Inc. was incorporated on January 6, 2022, and initially issued shares to establish its capital structure, with subsequent transactions noted. The document outlines the undertaking to provide certificates necessary for the underwriters at closing and the conditions for liabilities arising under securities law. The intent is to commence the sale to the public as soon as practicable following the registration's effectiveness. The filing is completed by key executives including CEO Haicheng Xu and Chairman Dingxin Sun, adding transparency for potential investors regarding company governance and structure.
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Additional details:
Cayman Islands Law Indemnification: Cayman Islands law permits indemnification of directors and officers against liabilities incurred in their roles barring cases of civil fraud or criminal acts.
Shareholder Share Breakdown: [{"shareholder":"Decent Limited","number_of_shares":"13,026,000"},{"shareholder":"Decent Ecolo Limited","number_of_shares":"1,902,000"},{"shareholder":"Junrong International Limited","number_of_shares":"72,000"}]
Emerging Growth Company: Yes
Underwriting Agreement Filed: Yes
Form Type: CORRESP
Filing Date: 2024-11-12
Corporate Action: Ipo
Type: Update
Accession Number: 000121390024096874
Filing Summary: Decent Holding Inc. has filed an amended registration statement on Form F-1 in response to comments from the U.S. Securities and Exchange Commission (SEC) dated October 24, 2024. The Amended Form F-1 includes updates reflecting the SEC's comments and other revisions. Key changes include the addition of a risk factor concerning privacy, data security, and cybersecurity laws in China, particularly for companies listing on foreign exchanges. The revenue from wastewater treatment services has significantly decreased, leading to the inclusion of a risk factor concerning reliance on episodic construction projects. The company has revised its capitalization table to show cash amounts as of April 30, 2024, and has provided clarifications on the total considerations paid by new investors in the Initial Public Offering (IPO). Additionally, the legal opinion in Exhibit 5.1 has been updated to include shares related to an overallotment option granted to underwriters.
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Additional details:
Risk Factors Summary: The Amended Form F-1 now includes a revised risk factors summary regarding the possibility of being subject to various laws in the PRC related to data protection and cybersecurity.
Revenue Decline: The revenue from wastewater treatment services dropped by 79.51%, prompting the addition of risk factors concerning dependency on construction projects.
Capitalization Updates: The capitalization table has been revised to reflect cash amounts and effects of selling 1,500,000 Ordinary Shares at an assumed IPO price of $4.25.
Dilution Clarification: The disclosures on the differences between existing shareholders and new investors have been updated regarding total considerations paid by new investors.
Legal Opinion Revision: The legal opinion has been amended to include the total number of shares to be issued, including potential overallotments.
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