CGTL 6-K
Creative Global Technology Holdings Ltd (CGTL)
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2024
Commission File Number: 001-42412
Creative Global Technology Holdings Limited
Unit 03, 22/F, Westin Centre,
26 Hung To Road, Kwun Tong,
Kowloon, Hong KongPeople’s Republic of China
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November 27, 2024, Creative Global Technology Holdings Limited, a Cayman Islands exempted company (the “Company”), closed its initial public offering (the “Offering”) of ordinary shares, par value $0.001 per share (the “Shares”). The Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-273329), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on November 18, 2024. A final prospectus relating to this Offering was filed with the Commission on November 26, 2024. Under the terms of an underwriting agreement (the “Underwriting Agreement”) with Benjamin Securities, Inc., as the representative of the underwriters named therein (the “Underwriters”), the Company sold a total of 1,437,500 Shares, including the additional 187,500 Shares underlying the over-allotment options, which was fully exercised by the Underwriters on November 26, 2024, at an offering price of $4.00 per share for gross proceeds of $5,750,000. The net proceeds to the Company from the Offering, after deducting discounts, expense allowance, and expenses, were approximately $3.50 million. Following the closing of the Offering, the Company has a total of 21,437,500 ordinary shares issued and outstanding.
In connection with the IPO, the Company issued a press release on November 25, 2024 (Eastern Time) announcing the pricing of the Offering and a press release on November 27, 2024 (Eastern Time) announcing the closing of the Offering, respectively. Copies of the two press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
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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.
| Date: November 27, 2024 | Creative Global Technology Holdings Limited | |
|---|---|---|
| By: | /s/ Shangzhao (Cizar) Hong | |
| Shangzhao (Cizar) Hong | ||
| Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | 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
Creative Global Technology Holdings Limited Announces Pricing ofIts Initial Public Offering
Hong Kong, Nov. 26, 2024 --- Creative Global Technology Holdings Limited (the “Company” or “CGTL”), a Hong Kong-based company sourcing and reselling recycled consumer electronic devices, today announced the pricing of its initial public offering (the “Offering”) of 1,250,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $5,000,000, 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 November 26, 2024, under the ticker symbol “CGTL”.
The Company has granted the underwriters an option, within 45 days from the closing date of the Offering, to purchase up to an additional 187,500 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 27, 2024, subject to the satisfaction of customary closing conditions.
The Offering is being conducted on a firm commitment basis. Benjamin Securities, Inc. is acting as the representative of the underwriters, with Prime Number Capital LLC acting as the co-manager (collectively, the “Underwriters”) for the Offering. Jun He Law Offices LLC is acting as U.S. counsel to the Company, and Winston & Strawn 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 general corporate purposes and to expand the wholesale business and develop a wholesale auction market, expand its retail business, expand into strategic overseas markets, and build a repair and refurbishment factory.
A registration statement on Form F-1 (File No. 333-273329) 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 November 18, 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 Benjamin, Securities, Inc.: 3 West Garden Street Suite 407 Pensacola, FL 32502, or via email at [email protected] or telephone at (516) 931-1090. 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 Creative Global Technology Holdings Limited
Creative Global Technology Holdings Limited is dedicated to extending the life of consumer electronics through effective recycling, supporting a sustainable circular economy and reducing electronic waste. The Company connects supply and demand for pre-owned devices, maximizing their utility. Specializing in sourcing and reselling recycled smartphones, tablets, and laptops, CGTL facilitates the flow of retired devices from affluent markets like the U.S. and Japan to developing regions in need of affordable technology. With a lean inventory and efficient logistics, CGTL ensures quick inspection and availability for clients. CGTL has also expanded into retail sales and device rentals, providing Hong Kong residents access to quality recycled electronics and meeting short-term needs. For more information, please visit: http://www.cgt-recycle.com; https://ir.cgt-recycle.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:
Underwriters
Benjamin Securities, Inc.
(516) 931-1090
Prime Number Capital, LLC
(516)717-5671
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: [email protected]
Phone: +86 13811768599
+1 628 283 9214
Exhibit 99.2
Creative Global Technology Holdings Limited Announces Closings ofIts Initial Public Offering and the Underwriter’s Over-Allotment Option
Hong Kong, Nov. 27, 2024 --- Creative Global Technology Holdings Limited (the “Company” or “CGTL”), a Hong Kong-based company sourcing and reselling recycled consumer electronic devices, today announced the closing of its initial public offering (the “Offering”) of 1,250,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $5,000,000, before deducting underwriting discounts and other offering expenses. The Offering closed on November 27, 2024, and the Ordinary Shares commenced trading on Nasdaq Capital Market on November 26, 2024, under the ticker symbol “CGTL”.
The Company also closed the sale of an additional 187,500 ordinary shares pursuant to the full exercise of the underwriter’s over-allotment option granted in connection with the Company’s Offering, at the public offering price of $4.00 per share. As a result, the Company has raised gross proceeds of $750,000 in addition to the IPO gross proceeds of $5,000,000, before deducting underwriting discounts and offering expenses.
The Offering is being conducted on a firm commitment basis. Benjamin Securities, Inc. acted as the representative of the underwriters, with Prime Number Capital, LLC acted as the co-manager (collectively, the “Underwriters”) for the Offering. Jun He Law Offices LLC acted as U.S. counsel to the Company, and Winston & Strawn 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 general corporate purposes and to expand the wholesale business and develop a wholesale auction market, expand its retail business, expand into strategic overseas markets, and build a repair and refurbishment factory.
A registration statement on Form F-1 (File No. 333-273329) 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 November 18, 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 Benjamin Securities, Inc.: 3 West Garden Street Suite 407 Pensacola, FL 32502, or via email at [email protected] or telephone at (516) 931-1090. 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 Creative Global Technology Holdings Limited
Creative Global Technology Holdings Limited is dedicated to extending the life of consumer electronics through effective recycling, supporting a sustainable circular economy and reducing electronic waste. The Company connects supply and demand for pre-owned devices, maximizing their utility. Specializing in sourcing and reselling recycled smartphones, tablets, and laptops, CGTL facilitates the flow of retired devices from affluent markets like the U.S. and Japan to developing regions in need of affordable technology. With a lean inventory and efficient logistics, CGTL ensures quick inspection and availability for clients. CGTL has also expanded into retail sales and device rentals, providing Hong Kong residents access to quality recycled electronics and meeting short-term needs. For more information, please visit: http://www.cgt-recycle.com; https://ir.cgt-recycle.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:
Underwriters
Benjamin Securities, Inc.
(516) 931-1090
Prime Number Capital, LLC
(516)717-5671
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: [email protected]
Phone: +86 13811768599
+1 628 283 9214