房多多美股招股说明书(2024-12-10版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated September 29, 2022) Fangdd Network Group Ltd. 6,092,446 Class A Ordinary SharesPre-Funded Warrants to Purchase up to 3,910,696 Class A Ordinary SharesUp to 3,910,696 Class A Ordinary Shares Underlying the Pre-Funded Warrants We entered into a securities purchase agreement, dated December 9, 2024, with certain investorsrelating to the sale of 6,092,446 Class A ordinary shares, par value US$0.0005625 per share, of FangddNetwork Group Ltd. offered by this prospectus supplement and the accompanying prospectus, at anegotiated price of US$0.70 per Class A ordinary share. We are also offering pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinaryshares, to purchase up to 3,910,696 Class A ordinary shares to those investors whose purchase of shares inthis offering would result in the investor, together with its affiliates and certain related parties, beneficiallyowning more than 4.99% (or, at the election of the investor, 9.99%) of our issued and outstanding Class Aordinary shares immediately following the consummation of this offering. Each Pre-Funded Warrant isexercisable for one Class A ordinary share and has an exercise price of US$0.0005625 per share. Thepurchase price per Pre-Funded Warrant is US$0.6994375. Each Pre-Funded Warrant will be exercisableimmediately upon issuance and will expire when exercised in full. This offering also relates to the Class Aordinary shares issuable upon exercise of the Pre-Funded Warrants sold in this offering. Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DUO.” OnDecember 9, 2024, the closing price of our Class A ordinary shares on the Nasdaq Capital Market wasUS$0.88 per Class A ordinary share. There is no established public trading market for the Pre-FundedWarrants, and we do not expect a market to develop. Without an active trading market, the liquidity of thePre-Funded Warrants will be limited. In addition, we do not intend to apply for a listing of the Pre-FundedWarrants on any national securities exchange or other nationally recognized trading system. We have retained MM Global Securities, Inc., or the Placement Agent, to act as our exclusiveplacement agent in connection with this offering. The Placement Agent is not purchasing or selling any ofthe securities offered pursuant to this prospectus supplement and the accompanying prospectus, and thePlacement Agent is not required to arrange the purchase or sale of any specific number of securities ordollar amount but has agreed to use its reasonable best efforts to sell the securities offered by thisprospectus supplement. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds raised in thisoffering as set forth in the table below: Notes: (1)We will pay the Placement Agent a cash fee equal to 8.5% of the aggregate gross proceeds raised inthis 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 “Plan of 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 ofthe 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 December 10, 2024, subject to the satisfaction of certainclosing conditions. The aggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates, or public float, was approximately US$81.1 million, which was calculated based on 18,511,002Class A ordinary shares issued and outstanding held by non-affiliates and a per share closing price ofUS$4.38 as reported on the Nasdaq Capital Market on October 2, 2024. We are therefore currently notsubject to the limitations under General Instruction I.B.5. of Form F-3. Our share capital consists of Class A ordinary shares, Class B ordinary shares and Class C ordinaryshares. Each Class A ordinary share is entitled to one vote, each Class B ordinary share is entitled to tenvotes, and each Class C ordinary share is entitled to 10,000 votes. Each Class B ordinary share and eachClass C ordinary share is convertible into one Class A ordinary share at any time at the option of the holderthereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary sharesunder any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by aholder thereof or a change of ultimate beneficial ownership of any Class B ordinary share to any personother than our founders or any of their respective af