IPO - NewGenIvf Group Ltd

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Form Type: F-1

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021404

Filing Summary: NewGenIvf Group Limited is registering a total of 9,275,000 Class A Ordinary Shares, primarily for resale by selling securityholders. These shares include those issued under various agreements, notably the MicroSort Purchase Agreement and similarity for others related to consultancy and investments. The document outlines the company's recent developments, including a proposed reverse merger with European Wellness Investment Holdings Limited, where EWIHL would hold approximately 61.6% of NewGenIvf's equity, contingent on conditions including due diligence and financial statements delivery by March 31, 2025. Aspects pertaining to Nasdaq compliance are detailed, including a successful appeal against delisting, a reverse stock split implemented to regain compliance, and the company's ambitious strategic position in the assisted reproductive services market in Asia-Pacific. The securities are recorded at a minimum bid price, which fulfilled NASDAQ's requirement, allowing a transfer to the Nasdaq Capital Market. The company operates clinics in Thailand, Cambodia, and Kyrgyzstan, emphasizing services in IVF and surrogacy amidst the growing demand within the fertility market in the region.

Document Link: View Document

Additional details:

Class A Ordinary Shares Offered: 9275000


Prospective Shareholders: [{"name":"Genetics & IVF Institute, Inc.","shares_issued":125000,"agreement":"MicroSort Purchase Agreement"},{"name":"A SPAC Holdings Group Corp.","shares_issued":150000,"agreement":"ASPAC Agreement"},{"name":"JAK Opportunities VI LLC","shares_issuable":6000000,"description":"upon the conversion of remaining additional notes, exchange notes, and warrants"},{"name":"White Lion Capital, LLC","shares_issuable":3000000,"agreement":"White Lion Purchase Agreement"}]


Initial Trading Symbol: NIVF


Last Closing Price: 1.77

Price Date: 2025-03-05


Business Combination Date: 2024-04-03


Reverse Stock Split Date: 2025-02-11

Reverse Stock Split Ratio: 1-for-20


Nasdaq Status: NASDAQ Capital Market


Planned Use Of Proceeds: ["working capital","general corporate purposes"]


Form Type: CORRESP

Filing Date: 2024-12-05

Corporate Action: Ipo

Type: New

Accession Number: 000121390024105869

Filing Summary: NewGenIvf Group Limited requests the acceleration of the effectiveness of its Registration Statement on Form F-1, filed under File No. 333-283421, to take effect at 4:00 p.m. Eastern Time on December 9, 2024, or as soon thereafter as practicable. This request is made in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933. The company acknowledges that should the Commission declare the filing effective, it does not prevent the Commission from taking action regarding the filing, and the company remains responsible for the adequacy and accuracy of the disclosures in the filing. The underwriters of the offering have also joined in this request in a separate letter filed with the SEC.

Document Link: View Document

Additional details:

Filing Date: 2024-12-05


Acceleration Request Effective Date: 2024-12-09


Underwriters Join Request: yes


Underwriters Letter Filed: yes


Attorney Firm: Han Kun Law Offices LLP


Ceo Name: Wing Fung Alfred Siu


Ceo Title: Chief Executive Officer


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