房多多美股招股说明书(2024-10-07版)

Fangdd Network Group Ltd. 2,464,000 Class A Ordinary SharesPre-Funded Warrants to Purchase up to 661,232 Class A Ordinary SharesUp to 661,232 Class A Ordinary Shares Underlying the Pre-Funded Warrants We entered into a securities purchase agreement, dated October 4, 2024, with certain investors relating to thesale of 2,464,000 Class A ordinary shares, par value US$0.0005625 per share, of Fangdd Network Group Ltd.offered by this prospectus supplement and the accompanying prospectus, at a negotiated price of US$1.60 per ClassA ordinary share. We are also offering pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinary shares, topurchase up to 661,232 Class A ordinary shares to those investors whose purchase of shares in this offering wouldresult in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or,at the election of the investor, 9.99%) of our issued and outstanding Class A ordinary shares immediately followingthe consummation of this offering. Each Pre-Funded Warrant is exercisable for one Class A ordinary share and hasan exercise price of US$0.0005625 per share. The purchase price per Pre-Funded Warrant is US$1.5994375. EachPre-Funded Warrant will be exercisable immediately upon issuance and will expire when exercised in full. Thisoffering also relates to the Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants sold in thisoffering. Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DUO.” On October 4,2024, the closing price of our Class A ordinary shares on the Nasdaq Capital Market was US$2.53 per Class Aordinary share. There is no established public trading market for the Pre-Funded Warrants, and we do not expect amarket to develop. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. Inaddition, we do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange orother nationally recognized trading system. We have retained MM Global Securities, Inc., or the Placement Agent, to act as our exclusive placement agentin connection with this offering. The Placement Agent is not purchasing or selling any of the securities offeredpursuant to this prospectus supplement and the accompanying prospectus, and the Placement Agent is not requiredto arrange the purchase or sale of any specific number of securities or dollar amount but has agreed to use itsreasonable best efforts to sell the securities offered by this prospectus supplement. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds raised in this offering as setforth in the table below: (1)We will pay the Placement Agent a cash fee equal to seven percent (7%) of the aggregate gross proceeds raisedin this offering. In addition, we have agreed to reimburse the Placement Agent for certain offering-relatedexpenses. For additional information regarding compensation to be received by the Placement Agent, see “Planof Distribution.”(2)The total offering price, Placement Agent’s fees and proceeds to us (before expenses) contained in thisprospectus supplement have been rounded to two decimal places for the convenience of readers.(3)The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the pre-funded warrants being issued in connection with this offering. Delivery of the securities being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about October 7, 2024, subject to the satisfaction of certain closingconditions. We are now subject to General Instruction I.B.5 of Form F-3, which limits the amounts that we may sell underthe registration statement of which this prospectus supplement and the accompanying prospectus form a part. Theaggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates, or public float,was approximately US$45.0 million, which was calculated based on 10,270,898 Class A ordinary shares issued andoutstanding held by non-affiliates and a per share closing price of US$4.38 as reported on the Nasdaq CapitalMarket on October 2, 2024. We have sold approximately US$2.5 million of securities pursuant to GeneralInstruction I.B.5. of Form F-3 during the prior 12-calendar-month period that ends on and includes the date of thisprospectus supplement. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell securitiescovered hereby in a public primary offering with a value exceeding one-third of our public float in any 12-monthperiod so long as our public float remains below US$75 million. Our share capital consists of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. EachClass A ordinary share is entitled to one vote, each Class B ordinary share is entitled to ten votes, and each Class Cordinary share is entitled to 10,000 v