Alpha Technology Group Ltd 6-K, filed Nov 3, 2023
Alpha Technology Group Ltd (ATGL)
About this 6-K
Alpha Technology Group Ltd filed this 6-K on November 3, 2023.
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 November 2023
Commission File Number: 001-41847
Alpha Technology Group Ltd
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
(Address of principal executive office)
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 October 30, 2023, Alpha Technology Group Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Prime Number Capital LLC, as representative of the underwriters listed on Schedule A to the Underwriting Agreement (the “Representative”), relating to the Company’s initial public offering (the “IPO”) of 1,750,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”).
On November 2, 2023, the Company closed the IPO. The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-273289), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 17, 2023, as amended, and declared effective by the SEC on October 30, 2023. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “ATGL” on October 31, 2023.
In connection with the IPO, the Company issued a press release on October 31, 2023, announcing the pricing of the IPO and a press release on November 2, 2023, announcing the closing of the IPO, respectively.
Copies of the two press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, 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.
| Alpha Technology Group Limited | ||
| Date: November 3, 2023 | By: | /s/ Tsang Chun Ho, Anthony |
| Name: | Tsang Chun Ho, Anthony | |
| Title: | Executive director and president | |
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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
Alpha Technology Group Limited Announces Pricing of Its Initial Public Offering
Hong Kong, Oct. 31, 2023 (GLOBE NEWSWIRE) -- Alpha Technology Group Limited (the “Company” or “Alpha”), an established cloud-based IT solution service provider in Hong Kong, today announced the pricing of its initial public offering (the “Offering”) of 1,750,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $7,000,000, 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 October 31, 2023, under the ticker symbol “ATGL”.
The Company has granted the underwriters an option, within 45 days from the closing date of the Offering, to purchase up to an additional 262,500 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotment option, if any.
The Offering is expected to close on November 2, 2023, subject to the satisfaction of customary closing conditions.
The Offering is being conducted on a firm commitment basis. Prime Number Capital, LLC is acting as the sole bookrunner for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to the underwriter, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) increasing operating scale and expanding business in overseas markets including Southeast Asia countries by merger and acquisition and recruiting a new team; 2) enhancing research and development on the AI-OCR technologies; and 3) funding working capital and for other general corporate purposes.
A registration statement on Form F-1 (File No. 333-273289) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on October 30, 2023. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from Prime Number Capital, LLC by email at info@pncps.com or via standard mail to Prime Number Capital, LLC, 12 E 49th St, Floor 27, New York, NY10017. 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 Alpha Technology Group Limited
Alpha Technology Group Limited is a cloud-based IT solution service provider in Hong Kong. The Company utilizes analytic and programming skills, AI technologies and technological know-hows to provide comprehensive solutions designed to optimize business performance of its customers, help them meet various industry-specific operational challenges and create new business opportunities for the customers from a variety of industries, including consulting, real estate, architectural design, carpark management, electronic payment services, logistics, investments, retail, textiles, wholesale and distribution, etc. Though its subsidiaries Techlution and NSL, the Company provides(i)system development services,(ii) web and mobile application development services, and (iii)in-house developed OCR software with AI technology(the “AI-OCR software”) with a view to achieving digitalization of customers’ business and operations. Alpha also provides technological support, maintenance and NFT-related services such as creation of NFT artwork, marketplace and development of NFT-related games to customers. For more information, please visit: https://techlution.io.
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:
Underwriters
Prime Number Capital LLC
Ms. Xiaoyan Jiang, Chairwoman
Email：info@pncps.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
Alpha Technology Group Limited Announces Closing of Its Initial Public Offering
Hong Kong, Nov. 02, 2023 (GLOBE NEWSWIRE) -- Alpha Technology Group Limited (the “Company” or “Alpha”), an established cloud-based IT solution service provider in Hong Kong, today announced the closing of its initial public offering (the "Offering") of 1,750,000 ordinary shares (the "Ordinary Shares") at a public offering price of $4.00 per share for total gross proceeds of $7,000,000, before deducting underwriting discounts and other offering expenses. The Offering closed on November 2, 2023 and the Ordinary Shares began trading on the Nasdaq Capital Market on October 31, 2023, under the ticker symbol "ATGL".
The Company has granted the underwriters an over-allotment option, within 45 days from the closing date of the Offering, to purchase up to an additional 262,500 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotment option, if any.
The Offering has been conducted on a firm commitment basis. Prime Number Capital LLC acted as the sole bookrunner for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to the underwriter, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) increasing operating scale and expanding business in overseas markets including Southeast Asia countries by merger and acquisition and recruiting a new team; 2) enhancing research and development on the AI-OCR technologies; and 3) funding working capital and for other general corporate purposes.
A registration statement on Form F-1 (File No. 333-273289) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on October 30, 2023. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from Prime Number Capital LLC by email at info@pncps.com or via standard mail to Prime Number Capital LLC, 12 E 49th St, Floor 27, New York, NY10017. 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 Alpha Technology Group Limited
Alpha Technology Group Limited is a cloud-based IT solution service provider in Hong Kong. The Company utilizes analytic and programming skills, AI technologies and technological know-hows to provide comprehensive solutions designed to optimize business performance of its customers, help them meet various industry-specific operational challenges and create new business opportunities for the customers from a variety of industries, including consulting, real estate, architectural design, carpark management, electronic payment services, logistics, investments, retail, textiles, wholesale and distribution, etc. Though its subsidiaries Techlution Service Limited and Neural Sense Limited, the Company provides (i) system development services, (ii) web and mobile application development services, and (iii) in-house developed OCR software with AI technology (the “AI-OCR software”) with a view to achieving digitalization of customers’ business and operations. Alpha also provides technological support, maintenance and NFT-related services such as creation of NFT artwork, marketplace and development of NFT-related games to customers. For more information, please visit: https://techlution.io.
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:
Underwriters
Prime Number Capital LLC
Email：info@pncps.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214