宝盛集团美股招股说明书(2021-02-09版)

424B4 1 tm215766d1_424b4.htm 424B4 Filed pursuant to Rule 424(b)(4) Registration No. 333-239800 6,000,000 Ordinary Shares Baosheng Media Group Holdings Limited This is an initial public offering of our ordinary shares. We are offering on a firm commitment basis our ordinary shares, par value $0.0005 per share (“Ordinary Shares”). Prior to the completion of this offering, there has been no public market for our Ordinary Shares. The initial public offering price of our Ordinary Shares is $5.00 per Ordinary Share. Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol “BAOS.” Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our Ordinary Shares. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 8 of this prospectus for more information. Per Share Total Initial public offering price(1) $5.00 $30,000,000 Underwriter’s discounts(2) $0.35 $2,100,000 Proceeds to our company before expenses(3) $4.65 $27,900,000 (1)Initial public offering price per share is $5.00 per share. (2)We have agreed to pay the underwriters a discount equal to 7% of the gross proceeds of the offering. See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriters. (3)We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $868,529, exclusive of the above discounts. In addition, we will issue to the Representative warrants to purchase a number of Ordinary Shares equal to an aggregate of 6% of the Ordinary Shares sold in this offering (not including any Ordinary Shares sold as a result of the exercise by the Representative of the over-allotment option) at a per share price equal to 110% of the public offering price. These payments will further reduce proceeds available to us before expenses. See “Underwriting.” This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares in this offering if any such Ordinary Shares are taken. We have granted the Representative an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of the Ordinary Shares to be offered by us pursuant to this offering (excluding Ordinary Shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If the Representative exercises the option in full and based on our offering price of $5.00 per Ordinary Share, the total gross proceeds to us, before underwriting discounts and expenses, will be $34,500,000 and the total underwing discounts payable will be $2,415,000. The underwriters expect to deliver the Ordinary Shares against payment as set forth under “Underwriting,” on or about February 10, 2021. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated February 8, 2021. 2 TABLE OF CONTENTS PagePROSPECTUS SUMMARY4 THE OFFERING12 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA13 RISK FACTORS14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS43 ENFORCEABILITY OF CIVIL LIABILITIES44 USE OF PROCEEDS45 DIVIDEND POLICY46 CAPITALIZATION47 DILUTION48 CORPORATE HISTORY AND STRUCTURE49 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS51 INDUSTRY69 BUSINESS83 REGULATIONS110 MANAGEMENT120 PRINCIPAL SHAREHOLDERS125 RELATED PARTY TRANSACTIONS126 DESCRIPTION OF SHARE CAPITAL128 SHARES ELIGIBLE FOR FUTURE SALE 144 TAXATION146 UNDERWRITING154 EXPENSES RELATING TO THIS OFFERING158 LEGAL MATTERS159 EXPERTS159 WHERE YOU CAN FIND MORE INFORMATION159 INDEX TO FINANCIAL STATEMENTSF-1 You should rely on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy the Ordinary Shares, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of