房多多美股招股说明书(2025-03-14版)

US$5,000,000 Senior 5% Original Issue Discount Convertible Promissory NotesClass A Ordinary Shares Issuable upon Conversionunder Senior 5% Original Issue Discount Convertible Promissory NotesAdditional 251,890 Class A Ordinary Shares We are offering, through this prospectus supplement and the accompanying prospectus, (i) US$5,000,000 senior 5% original issuediscount convertible promissory notes (the “Notes”), (ii) Class A ordinary shares, par value US$0.0005625 per share, or Class Aordinary shares, issuable from time to time upon conversion under the Notes, and (iii) additional 251,890 Class A ordinary shares ascommitment shares for the issuance of the Notes (the “Commitment Shares”). On March 13, 2025, we entered into a securities purchase agreement with certain investors (the “Purchase Agreement”), pursuantto which we agreed to issue the Notes to the investors in the principal amount of US$5,000,000, which are convertible into our Class Aordinary shares. The Notes carry a 5% original issue discount, and have a term of nine months from the original issuance date. Nointerest accrues during the term of the Notes unless an event of default occurs, in which case interest will accrue at a rate of 15% perannum or, if less, the highest amount permitted by law. Our obligations under these Notes rank senior to all other existing indebtednessand equity of our company, with the notes issued under the Purchase Agreement and those issued to certain investors on February 11,2025 treated equally. Holders can convert their Notes into Class A ordinary shares by providing a conversion notice. The number of shares issuableupon conversion is calculated by dividing (i) the portion of the principal and any accrued interest the holder chooses to convert by (ii)the conversion price on the date of the conversion notice. The conversion price is the lower of (i) the fixed conversion price, set at130% of the lowest daily VWAP on the trading day immediately before the closing date of the Purchase Agreement, and (ii) thealternative conversion price, set at 90% of the lowest daily VWAP over the ten trading days immediately before the date of theconversion notice. Any fractional amounts resulting from these calculations will be rounded down to the nearest cent, and theconversion price cannot fall below thefloor price, which is set at US$0.10 per share. If the conversion price is lower than the floorprice at the time a conversion notice is received, shares will be issued based on the floor price, and we will need to compensate theholder for any economic difference. The difference is determined as (i) the number of shares that would have been delivered using theconversion price, minus (ii) the number of shares delivered using the floor price, multiplied by (iii) the daily VWAP of our shares onthe date of the conversion notice. VWAP for any date is defined as the daily volume weighted average price of our Class A ordinaryshares for such date or the nearest preceding date as reported by Bloomberg L.P. The holder of each Note does not have the right to convert any portion of the Note if, upon conversion, the holder and any otherattribution parties would collectively beneficially own more than 4.99% (the “Maximum Percentage”) of our outstanding Class Aordinary shares immediately after giving effect to such conversion. The holder may increase or decrease the Maximum Percentage toany amount not exceeding 9.99% by providing us with written notice. However, (i) any increase in the Maximum Percentage will nottake effect until the 61st day after such notice is delivered to our company, and (ii) any adjustment to the Maximum Percentage willapply only to the holder and the other attribution parties. Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DUO.” On March 13, 2025, the closingprice of our Class A ordinary shares on the Nasdaq Capital Market was US$0.3970 per Class A ordinary share. There is no establishedpublic trading market for the Notes, and we do not expect a market to develop. Without an active trading market, the liquidity of theNotes will be limited. In addition, we do not intend to apply for a listing of the Notes on any national securities exchange or othernationally recognized trading system. We have retained MM Global Securities, Inc., or the Placement Agent, to act as our exclusive placement agent in connection withthis offering. The Placement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement andthe accompanying prospectus, and the Placement Agent is not required to arrange the purchase or sale of any specific number ofsecurities or dollar amount but has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement.See “Plan of Distribution” beginning on page S-37 of this prospectus supplement for the description of the compensation to bereceived by the Placement Agent. Delivery of the securities