普惠财富美股招股说明书(2018-08-16版)

424B3 1 s112089_424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3)Registration No. 333-225060 Puhui Wealth Investment Management Co., Ltd. Minimum Offering:$8,000,000 (1,333,334 Ordinary Shares)Maximum Offering:$12,000,000 (2,000,000 Ordinary Shares)Maximum Offering with Over-Subscription:$13,800,000 (2,300,000 Ordinary Shares) This is the initial public offering of our ordinary shares. We are offering a minimum of $8,000,000 and a maximum of $12,000,000 of our ordinary shares, par value $0.001 per share, subject to an over-subscription option, described below. The initial public offering price of our ordinary shares will be $6.00 per share. Currently, no public market exists for our ordinary shares. It is a condition to completing this offering that our ordinary shares be listed on the NASDAQ Capital Market (“NASDAQ”). We have applied for and obtained a conditional approval letter to have our ordinary shares listed on NASDAQ under the symbol “PHCF”. Such approval letter is conditioned upon certain conditions, including the closing of this offering, our satisfying all applicable initial listing standards and the receipt by NASDAQ of certain information about our shareholders, including investors that purchase shares in this offering. There is no guarantee or assurance that our ordinary shares will be approved for listing on NASDAQ. We are an “emerging growth company”, as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. Investing in our ordinary shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Minimum Offering Maximum Offering Public offering price $6.00 $8,000,000 $12,000,000 Underwriter’s discount and commissions (1) $0.36 $480,000 $720,000 Proceeds to us, before expenses $5.64 $7,520,000 $11,280,000 (1)Under the Underwriting Agreement, we will pay our underwriter, Joseph Stone Capital, LLC (the “Underwriter”), or its successors or assigns, a fee and commission equal to six (6%) percent of the gross proceeds raised in the offering and a non-accountable expense allowance equal to 1.5% of the gross proceeds raised in the offering. In addition to the cash commission, we will also reimburse the Underwriter for the full amount of its reasonable out-of-pocket expenses, including its legal and travel expenses, in an amount not to exceed $35,000. We will also be responsible for the costs and expenses incurred in conducting background checks of our officers and directors by a background search firm in the amount of $15,000. 1 We expect our total cash expenses for this offering to be approximately $850,000, including cash expenses payable to the Underwriter for its reasonable out-of-pocket expenses, exclusive of the above commissions. The Underwriter must sell the minimum number of securities offered ($8,000,000 of ordinary shares) if any are sold. The Underwriter is only required to use its best efforts to sell the maximum number of securities offered ($12,000,000 of ordinary shares). In addition, the Underwriter has been granted an over-subscription option pursuant to which we may extend the offering for an additional 45 days and sell an additional $1,800,000 ordinary shares at the public offering price in the event that the maximum number of shares is sold. The Underwriter may exercise the over-subscription option on or prior to the final closing date of this offering. The offering will terminate upon the earlier of: (i) a date mutually acceptable to us and our Underwriter after which the minimum offering is sold or (ii) September 30, 2018, unless mutually extended by us and the Underwriter for up to an additional 90 days. Until we sell at least $8,000,000 of ordinary shares, all investor funds will be held in an escrow account at Continental Stock Transfer & Trust Company. If we do not sell at least $8,000,000 of ordinary shares by September 30, 2018, unless mutually extended by the Company and the Underwriter all funds will be promptly returned to investors (within five (5) business days) without interest or deduction. One of the conditions to our obligation to sell any securities through the Underwriter is that, upon the final closing of the offering, the ordinary