IPO - Recon Technology, Ltd
Form Type: F-1/A
Filing Date: 2025-06-13
Corporate Action: Ipo
Type: New
Accession Number: 000110465925059051
Filing Summary: Recon Technology, Ltd is offering a total of up to 9,523,810 Class A ordinary shares and 9,523,810 common warrants to purchase shares, raising approximately $20 million at an assumed price of $2.10 per share. The offer includes a risk factor related to the unique structure of the company as a Cayman Islands holding company, which does not directly conduct operations in China through its subsidiaries. The proceeds of the offering are intended for business growth and operational financing. The company faces regulatory scrutiny under PRC laws and potential challenges related to its VIE structure, which allows foreign investment in industries where direct investment by foreign entities is restricted. Recent actions by the PRC government may pose additional risks to the ability to operate in U.S. markets, and if regulations change, could limit the company's operational and financial outlook significantly.
Additional details:
Company Address: Room 601, No. 1 Shui’an South Street, Chaoyang District, Beijing, 100012, People’s Republic of China
Telephone Number: +86-(10) 8494-5799
Agent For Service: CT Corporation System, 28 Liberty St., New York, NY 10005
Agent Telephone Number: +1-212-894-8940
Public Offering Price: 2.10
Total Proceeds: 20000000
Placement Agent: AC Sunshine Securities LLC
Placement Agent Fees: 5%
Proceeds Before Expenses: 19000000.95
Form Type: F-1/A
Filing Date: 2025-03-18
Corporate Action: Ipo
Type: New
Accession Number: 000110465925024580
Filing Summary: Recon Technology, Ltd is filing an amendment to its registration statement on Form F-1 concerning an initial public offering. The company aims to offer up to $20 million worth of Class A ordinary shares and common warrants. Shares will be sold alongside common warrants, with each share accompanied by a warrant at an exercise price representing 100% of the assumed public offering price. The offering will take place on a reasonable best efforts basis, and the final pricing will be determined through negotiation. There is no established trading market for the common warrants, which are expected to have limited liquidity. The company emphasizes its unique operational structure involving variable interest entities (VIEs) in China, raising concerns about regulatory risks associated with its business model and operations under Chinese law. The risks include potential regulatory changes impacting foreign investment, operational compliance in China, and market conditions affecting the securities. The company is currently experiencing a cash flow transfer primarily to the VIEs to support their operations, and no dividends or distributions are expected from the VIEs to the company or its U.S. investors. Legal risks are inherent due to China’s evolving regulatory framework governing overseas listings and foreign investments. The auditor of the company, Enrome LLP, is not based in China or Hong Kong and has been subject to PCAOB inspections, thus aiming to comply with U.S. regulations. Potential investors are warned about the high degree of risk involved in investing in the company's securities, as outlined in the prospectus.
Additional details:
Cayman Islands Registration: Yes
Proposed Offering Amount: 20 million
Class A Shares Description: Class A ordinary shares
Common Warrants Description: Common Warrants to Purchase Class A Shares
Placement Agent: AC Sunshine Securities LLC
Last Reported Sale Price: 1.498
Investment Risks: Yes
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