UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-41987
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
+86 10 0651-20297
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
On April 1, 2024, U-BX Technology Ltd. (the “Company”) closed its initial public offering (the “IPO”) of 2,000,000 ordinary shares, par value $0.0001 per share (the “Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-262412, “Form F-1”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 28, 2022 (as amended) (the “Registration Statement”). The Form F-1 was declared effective by the SEC on March 25, 2024. The Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis. EF Hutton LLC acted as the book-running manager of the IPO. The Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “UBXG.”
In connection with the IPO, the Company issued a press release on March 27, 2024 announcing the pricing of the IPO and a press release on April 1, 2024 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| U-BX Technology Ltd. | ||
| Date: April 1, 2024 | By: | /s/ Jian chen |
| Name: | Jian Chen | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
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Exhibit 99.1
U-BX Technology Ltd. Announces Pricing of $10Million Initial Public Offering
BEIJING, March 27, 2024 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (the “Company” or “UBXG”), an artificial intelligence-driven value-added services and products provider to insurance carriers, today announced the pricing of its initial public offering (the “Offering”) of 2,000,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $5.00 per share (“Public Offering Price”) for total gross proceeds of $10,000,000, before deducting underwriting discounts and other offering expenses. The Ordinary Shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on March 26, 2024, under the ticker symbol “UBXG”.
The Offering is being conducted on a firm commitment basis. The Company has granted EF Hutton LLC (“EF Hutton”), the underwriter, an option to purchase up to an additional 300,000 Ordinary Shares at the Public Offering Price, less underwriting discounts, to cover the over-allotment option, exercisable within 45 days from the closing date of the Offering.
The Offering is expected to close on or about March 27, 2024, subject to the satisfaction of customary closing conditions.
EF Hutton is acting as the sole bookrunner for the Offering. Ortoli Rosenstadt LLP is acting as U.S. counsel to the Company, and Winston & Strawn LLP is acting as U.S. counsel to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) research and development (60%); 2) advertising and marketing (30%); and 3) general working capital (10%).
The registration statement on Form F-1 (File No. 333-262412) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 25, 2024. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About U-BX Technology Ltd.
Headquartered in Beijing, UB-X Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits package include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriter
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
| Phone: | +86 13811768599 |
| +1 628 283 9214 |
Exhibit 99.2
U-BX Technology Ltd. Announces Closing of $10 Million Initial Public Offering
Beijing, Apr. 1, 2024 --- U-BX Technology Ltd. (the “Company” or “UBXG”), an artificial intelligence-driven value-added services and products provider to insurance carriers, today announced the closing of its initial public offering (the "Offering") of 2,000,000 ordinary shares (the "Ordinary Shares") at an initial public offering price of $5.00 per share for total gross proceeds of $10,000,000, before deducting underwriting discounts and other offering expenses. The Offering closed on April 1, 2024, and the Ordinary Shares began trading on Nasdaq Capital Market on March 28, 2024, under the ticker symbol "UBXG". The Company has granted EF Hutton LLC (“EF Hutton”), the underwriter, an option to purchase up to an additional 300,000 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotments, if any, exercisable within 45 days from the closing date of the Offering.
EF Hutton acted as the sole bookrunner for the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Winston & Strawn LLP acted as U.S. counsel to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) research and development (60%); 2) advertising and marketing (30%); and 3) general working capital (10%).
The registration statement on Form F-1 (File No. 333-262412) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on March 25, 2024. The Offering was made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About U-BX Technology Ltd.
Headquartered in Beijing, UB-X Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named "Magic Mirror" that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company's statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriter
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214