IPO - Lichen China Ltd

Form Type: 424B5

Filing Date: 2025-01-29

Corporate Action: Ipo

Type: New

Accession Number: 000121390025007741

Filing Summary: Lichen China Ltd is offering a total of 20,933,333 Class A Ordinary Shares and Pre-Funded Warrants to Purchase up to 21,566,667 additional Class A Ordinary Shares. The shares are priced at $0.08 each, following a report on January 28, 2025, which listed the last sale price of the Class A ordinary shares on Nasdaq at $0.091. This offering is facilitated by Univest Securities, LLC as the placement agent. The Company discloses important insights about its corporate structure as a Cayman Islands holding company, which indirectly owns assets through its subsidiaries in China. There are unique investment risks involved due to the regulatory environment in China, including potential restrictions on foreign ownership and the possibility of significant changes impacting the value and legality of their offerings. The Company stresses that investors are not buying shares in an operating entity in China, but rather in the holding company itself, which could have implications for the investors’ equity interest and rights. The document details the implications of recent Chinese regulatory actions and outlines the potential impacts these could have on the Company's operations and stock value, particularly citing the Holding Foreign Companies Accountable Act and the PCAOB’s ongoing inspections of audit firms. Furthermore, as of the filing date, the Company has not encountered issues with the CSRC or other regulatory bodies regarding this offerings and expresses intent to comply with new filing requirements under Chinese law. The current market value of Class A ordinary shares held by non-affiliates is approximately $189.9 million.

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Form Type: 424B5

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113691

Filing Summary: Lichen China Limited, a Cayman Islands holding company, is offering 13,200,000 Class A ordinary shares and pre-funded warrants for up to 11,800,000 Class A ordinary shares, under a Securities Purchase Agreement dated December 29, 2024. The offering aligns with the requirements set forth by the China Securities Regulatory Commission (CSRC) regarding overseas listings and comes amid ongoing regulatory adjustments in China affecting foreign investments. The last sale price for the shares was reported at $0.2321 on December 27, 2024. The Company aims to navigate potential legal and regulatory risks linked to operating through PRC subsidiaries, emphasizing the unique risks for investors purchasing shares in a holding company structure. The Company intends to ensure compliance with Chinese and Cayman Islands regulations concerning the issuance of securities and foreign investment approval. Investors are warned of substantial risks, including changes in Chinese government policies that may impact operational viability. The offering proceeds are expected to enhance liquidity, while compliance with the newly enacted Trial Administrative Measures will need to be managed carefully to avoid legal repercussions. The Company has indicated ongoing monitoring of regulatory developments concerning securities and the financial implications for their operations.

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Form Type: 424B5

Filing Date: 2024-12-27

Corporate Action: Ipo

Type: New

Accession Number: 000121390024112978

Filing Summary: Lichen China Limited is offering an aggregate of 10,433,333 Class A Ordinary Shares and pre-funded warrants to purchase up to 9,566,667 Class A Ordinary Shares. The shares are priced at $0.14 each. The offering is made through a Securities Purchase Agreement dated December 26, 2024, and the placement agent for the offering is Univest Securities, LLC. As of December 26, 2024, the last sale price of the Class A ordinary shares on Nasdaq was US$0.1859. The document notes that Lichen China is a Cayman Islands holding company with operations in China through its subsidiaries. It outlines investor risks associated with the regulatory environment in China and clarifies that investors do not directly own shares in Chinese operating companies. The company warns of potential legal and operational risks due to changes in the legal framework in China affecting foreign investment and securities listing. The requirement for PRC domestic companies to file with the CSRC for overseas listings is addressed, indicating that the company will comply with these filing procedures following completion of the offerings, thus highlighting the regulatory challenges imposed on overseas investments. Furthermore, the document discusses the risks related to cash flow restrictions and dividends from PRC subsidiaries, emphasizing the need for careful management of funds to maintain regulatory compliance. Investors are advised to read the full risk factors relevant to investing in the Class A ordinary shares.

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