浩熙健康科技美股招股说明书(2024-09-20版)

4,000,000 Units and additional 600,000 Units (for the Over-Allotment Option) (each Unit consistingof (i) one share of Class A Ordinary Share, par value $0.0001 per share (or one pre-funded warrantto purchase one Class A Ordinary Share), (ii) one Series A warrant to purchase one Class AOrdinary Share initially, but five Class A Ordinary Shares on and after the Series B Exercise Date(as described below), and (iii) one Series B warrant to purchase four Class A Ordinary Shares Maximum 40,000,000 Class A Ordinary Shares and additional 6,000,000 Class A Ordinary Shares(for the Over-Allotment Option) (Including the Class A Ordinary Shares Underlying the Warrants) Haoxi Health Technology Limited We are offering in a firm commitment offering 4,000,000 units (each, a “Unit,” and, collectively, the“Units”), with each Unit consisting of (i) one share of Class A Ordinary Share, par value $0.0001 per share(the “Class A Ordinary Share”) (or one pre-funded warrant to purchase one Class A Ordinary Share (the“Pre-Funded Warrant”)), (ii) one Series A warrant (the “Series A Warrant”) to purchase one Class AOrdinary Share initially, but five Class A Ordinary Shares on and after the Series B Exercise Date (asdefined below) , and (iii) one Series B warrant to purchase four Class A Ordinary Share as describedbelow, and in accordance with the terms therein (the “Series B Warrant” and together with the Pre-FundedWarrant and the Series A Warrant, the “Warrants”), at the public offering price of $3.00 per Unit, based onthe last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market immediatelyprior to effectiveness of this Registration Statement. The Pre-Funded Warrants are exercisable on issuance at an exercise price of $0.0001 per share of Class AOrdinary Shares and will not expire until exercised in full. The 5-year term Series A Warrants areexercisable upon issuance and have an initial exercise price of $3.00 per Class A Ordinary Share. On thesixteenth (16th) calendar day (the “Series B Exercise Date”) following the closing of this offering (the“Closing Date”), the exercise price of the Series A Warrant will be adjusted to $0.60, i.e., one fifth of theper Unit offering price, and the maximum number of shares issuable upon exercise of the Series A Warrantwill be adjusted to 20,000,000 shares, i.e., five times of the initial number of shares issuable. The 5-yearSeries B Warrants will be exercisable at any time or times on or after the Series B Exercise Date at anexercise price of $0.0001 per Class A Ordinary Share. The maximum number of shares issuable uponexercise of the Series B Warrants will be 16,000,000 shares, obtained by subtracting (I) the sum of (x) theaggregate number of shares sold on the Closing Date and (y) the number of Class A Ordinary Sharesissuable upon exercise in full of any Pre-funded Warrants, from (II) the quotient determined by dividing (x)the sum of (i) the aggregate purchase price paid and (ii) the aggregate of all exercise prices paid or payableupon exercise in full of the Pre-Funded Warrants, by (y) $0.60, which equals to 20% of the NasdaqMinimum Price under the Nasdaq Listing Rule 5635(d) immediately prior to effectiveness of thisRegistration Statement. As described above, based on the offering price of $3.00 per Unit, the initial and adjusted exercise prices ofthe Series A Warrants are $3.00 and $0.60, respectively, and the maximum aggregate maximum number ofClass A Ordinary Shares issuable upon exercise of the Series A Warrant is 20,000,000 shares; the exerciseprices of the Series B Warrants is $0.0001, and the maximum aggregate maximum number of Class AOrdinary Shares underlying the Series B Warrant is 16,000,000 shares. For the avoidance of doubts, the adjusted exercise price of Series A Warrants, the number of shares underlying the Series A Warrants andthe Series B Warrants bears no relevance to any market price of the Company’s Class A Ordinary Sharesafterthe effectiveness of this Registration Statement.See“Prospectus Summary—The Offering,”“Description of Share Capital—Warrants,” and “Underwriting—Warrants” for the calculation formulas ofthe maximum number of Class A Ordinary Share underlying the Series A Warrants and Series B Warrants. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “HAO.” The number of Units offered in this prospectus and all other applicable information has been determinedbased on the public offering price of $3.00 per Unit. Wehave granted EF Hutton LLC,the representative of several underwriters named below in“Underwriting” (the “Representative”), an option for a period of 45 days after the closing of this offering topurchase up to 15% of the total number of the Units to be offered by us pursuant to this offering (excludingthe Units subject to this option), solely for the purpose of covering over-allotments, at the public offeringprice less the underwriting discounts. There is no established trading market fo