6-K - IZM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

ICZOOM GROUP INC.

(Exact name of registrant as specified in its charter)

Room 3801, Building A, Sunhope e·METRO,No. 7018 Cai Tian Road

Futian District, Shenzhen

Guangdong, China, 518000

Tel: 86 755 86036281

(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

CONTENTS

On March 17, 2023, ICZOOM Group Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 1,500,000 Class A ordinary shares, par value $0.16 per share (each, a “Class A Ordinary Share” and the Class A Ordinary Shares sold in the IPO is hereafter referred as the “IPO Shares”). The Company completed the IPO pursuant to the Company’s registration statement on Form F-1 (File No. 333-259012), originally filed with the Securities and Exchange Commission on August 23, 2021 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission on March 14, 2023 (the “Effective Date”). The IPO Shares were priced at a price of $4.00 per share, and the IPO was conducted on a firm commitment basis. The Class A Ordinary Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the symbol “IZM” on March 15, 2023.

In connection with the IPO, the Company issued a press release on March 14, 2023 announcing the pricing of the IPO and a press release on March 17, 2023 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.

Financial Statements and Exhibits.

Exhibits:

Exhibit No.	Description
99.1	Press Release dated March 14, 2023, announcing the pricing of the Company’s IPO.
99.2	Press Release dated March 17, 2023, announcing the closing of the Company’s IPO.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICZOOM Group Inc.
Date: March 17, 2023	By:	/s/ Lei<br> Xia
		Lei Xia
		Chief Executive Officer

Exhibit 99.1

ICZOOMGroup Inc. Announces Pricing of US$6 Million Initial Public Offering

Shenzhen, China, March 14, 2023 /PRNewswire/ -- ICZOOM Group Inc. (the “Company” or “ICZOOM”), a B2B e-commerce trading platform primarily engaged in sales of electronic component products in Hong Kong and mainland China, today announced the pricing of its initial public offering (the “Offering”) of 1,500,000 Class A ordinary shares at a public offering price of US$4.00 per Class A ordinary share. The Class A ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on March 15, 2023 under the ticker symbol “IZM.”

The Company expects to receive aggregate gross proceeds of US$6 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 225,000 Class A ordinary shares at the public offering price after the effective date of the registration statement, less underwriting discounts. The Offering is expected to close on or about March 17, 2023, subject to the satisfaction of customary closing conditions.

Proceeds from the Offering will be used for sales and marketing, research and development, logistics and warehousing capabilities, and working capital.

The Offering is being conducted on a firm commitment basis. The Benchmark Company, LLC is acting as the sole bookrunning manager for the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-259012) and was declared effective by the SEC on March 14, 2023. The Offering is being made only by means of a prospectus. Copies of the prospectus relating to the Offering may be obtained from The Benchmark Company, LLC, 150 East 58th Street, 17th floor, New York, NY 10155, by email at prospectus@benchmarkcompany.com, or by calling +1 (212)-312-6700. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.

About ICZOOMGroup Inc.

ICZOOM Group Inc. is primarily engaged in sales of electronic component products to customers in Hong Kong and mainland China through its B2B e-commerce trading platform. These products are primarily used by China based small and medium-sized enterprises (“SMEs”) in the consumer electronic industry, Internet of Things (“IoT”), automotive electronics and industry control segments. By utilizing latest technologies, the Company’s platform collects, optimizes and presents product offering information from suppliers of all sizes, all transparent and available to its SME customers to compare and select. In addition to the sales of electronic component products, the Company also provides services to customers such as temporary warehousing, logistic and shipping, and customs clearance. For more information, please visit the Company’s website: http://ir.iczoomex.com/index.html.

Forward-LookingStatements

Certain statementsin this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-lookingstatements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projectionsabout future events that the Company believes may affect its financial condition, results of operations, business strategy and financialneeds, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statementsby words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”“ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,”“will,” “could” and similar expressions. The Company undertakes no obligation to update or revise publicly anyforward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be requiredby law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assureyou that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially fromthe anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registrationstatement and other filings with the U.S. Securities and Exchange Commission.

For more information,please contact:

ICZOOM Group Inc.

Investor Relations Department

Phone: +86-(755) 88603072

Email: investors@iczoom.com

Ascent Investors Relations LLC

Tina Xiao

Phone: +1 917 609-0333

Email: tina.xiao@ascent-ir.com

Exhibit 99.2

ICZOOMGroup Inc. Announces Closing of US$6 Million Initial Public Offering

Shenzhen, China, March 17, 2023 /PRNewswire/ -- ICZOOM Group Inc. (Nasdaq: IZM) (the “Company” or “ICZOOM”), a B2B e-commerce trading platform primarily engaged in sales of electronic component products in Hong Kong and mainland China, today announced the closing of its initial public offering (the “Offering”) of 1,500,000 Class A ordinary shares at a public offering price of US$4.00 per Class A ordinary share. The Class A ordinary shares began trading on the Nasdaq Capital Market on March 15, 2023 under the ticker symbol “IZM.”

The Company received aggregate gross proceeds of US$6 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 225,000 Class A ordinary shares at the public offering price after the effective date of the registration statement, less underwriting discounts.

Proceeds from the Offering will be used for sales and marketing, research and development, logistics and warehousing capabilities, and working capital.

The Offering was conducted on a firm commitment basis. The Benchmark Company, LLC acted as the sole bookrunning manager for the Offering. FT Global Capital, Inc. acted as the financial adviser in connection with this Offering.

Robinson & Cole LLP acted as the U.S. securities counsel to the Company, and ArentFox Schiff LLP acted as the U.S. counsel to The Benchmark Company, LLC in connection with the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-259012) and was declared effective by the SEC on March 14, 2023. The Offering was made only by means of a prospectus. Copies of the prospectus relating to the Offering may be obtained from The Benchmark Company, LLC, 150 East 58th Street, 17th floor, New York, NY 10155, by email at prospectus@benchmarkcompany.com, or by calling +1 (212)-312-6700. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

About ICZOOMGroup Inc.

Forward-LookingStatements

Certain statementsin this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertaintiesand are based on the Company’s current expectations and projections about future events that the Company believes may affect itsfinancial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statementsby words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”“ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,”“will,” “could” and similar expressions. The Company undertakes no obligation to update or revise publicly anyforward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be requiredby law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assureyou that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially fromthe anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registrationstatement and other filings with the U.S. Securities and Exchange Commission.

For more information,please contact:

ICZOOM Group Inc.

Investor Relations Department

Phone: +86-(755) 88603072

Email: investors@iczoom.com

Ascent Investors Relations LLC

Tina Xiao

Phone: +1 917 609-0333

Email: tina.xiao@ascent-ir.com