LICN 6-K
Lichen International Ltd (LICN)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of February 2023
CommissionFile Number: 001-41493
LichenChina Limited
B2306,Block B
Tower3, Jinjiang Wanda Plaza Commercial Complex
888Century Avenue
MeilingStreet, Jinjiang
FujianProvince
People’sRepublic of China 362000
(Addressof 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 ☐
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): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On February 8, 2023, Lichen China Limited (the “Company”) closed its initial public offering (the “IPO”) of 4,000,000 Class A ordinary shares, par value $0.00004 per share (the “Class A Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-264624), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2022 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on February 3, 2023. The Class A Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. Univest Securities, LLC acted as the lead underwriter and AC Sunshine Securities LLC acted as the co-underwriter of the offering. The Class A Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “LICN” on February 6, 2023.
In connection with the IPO, the Company issued a press release on February 6, 2023 announcing the pricing of the IPO and a press release on February 8, 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.
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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.
| Lichen China Limited | ||
|---|---|---|
| Date: February 8, 2023 | By: | /s/ Ya Li |
| Name: | Ya Li | |
| Title: | Chief Executive Officer |
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EXHIBITINDEX
| 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
Lichen China LimitedAnnounces Pricing of US$16 Million Initial Public Offering
Jinjiang, China, February 6, 2023 /PRNewswire/ -- Lichen China Limited (the “Company” or “Lichen China”), a dedicated financial and taxation service provider in China, today announced the pricing of its initial public offering (the “Offering”) of 4,000,000 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 February 6, 2023 under the ticker symbol “LICN.”
The Company expects to receive aggregate gross proceeds of US$16 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 600,000 Class A ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about February 8, 2023, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used to expand the Company’s financial and taxation solution services, strengthen research and development (“R&D”) capabilities and expand self-developed software, improve brand recognition through multi-channel marketing, and working capital and general corporate matters.
The Offering is being conducted on a firm commitment basis. Univest Securities, LLC is acting as the underwriter and book-running manager for the Offering. Ortoli Rosenstadt LLP is acting as U.S. counsel to the Company, and Hunter Fischer Taubman & Li LLC is acting as U.S. counsel to Univest Securities, 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- 264624) and was declared effective by the SEC on February 3, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering, when available, may be obtained from Univest Securities, LLC, by email at [email protected], or by standard mail to Univest Securities, LLC, 75 Rockefeller Plaza Suite 18C, New York, NY 10019. In addition, copies of the prospectus relating to the Offering may 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 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 LichenChina Limited
Lichen China Limited focuses on providing financial and taxation solution services, education support services, and software and maintenance services under its “Lichen” brand. In recognition of the Company’s expertise and experience in the financial and taxation solution services industry for over 18 years, the Company has built up its reputation as a dedicated financial and taxation solution services provider of professional and high-quality services in China. For more information, please visit the Company’s website: https://ir.lichenzx.com/.
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 “believe,” “may,” “will,” “estimate,” “continue,”“anticipate,” “intend,” “expect,” or similar expressions. The Company undertakes no obligationto update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in itsexpectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-lookingstatements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investorsthat actual results may differ materially from the anticipated results and encourages investors to review other factors that may affectits future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, pleasecontact:
Ascent Investors Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: [email protected]
Exhibit 99.2
Lichen China LimitedAnnounces Closing of US$16 Million Initial Public Offering
Jinjiang, China, February 8, 2023 /PRNewswire/ -- Lichen China Limited (the “Company” or “Lichen China”), a dedicated financial and taxation service provider in China, today announced the pricing of its initial public offering (the “Offering”) of 4,000,000 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 February 6, 2023 under the ticker symbol “LICN.”
The Company received aggregate gross proceeds of US$16 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 600,000 Class A ordinary shares at the public offering price, less underwriting discounts.
Proceeds from the Offering will be used to expand the Company’s financial and taxation solution services, strengthen research and development (“R&D”) capabilities and expand self-developed software, improve brand recognition through multi-channel marketing, and working capital and general corporate matters.
The Offering was conducted on a firm commitment basis. Univest Securities, LLC was acting as the sole underwriter and book-running manager for the Offering. Ortoli Rosenstadt LLP was acting as U.S. counsel to the Company, and Hunter Fischer Taubman & Li LLC was acting as U.S. counsel to Univest Securities, 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- 264624) and was declared effective by the SEC on February 3, 2023. The Offering was being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Univest Securities, LLC, by email at [email protected], or by standard mail to Univest Securities, LLC, 75 Rockefeller Plaza Suite 18C, New York, NY 10019. 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 LichenChina Limited
Lichen China Limited focuses on providing financial and taxation solution services, education support services, and software and maintenance services under its “Lichen” brand. In recognition of the Company’s expertise and experience in the financial and taxation solution services industry for over 18 years, the Company has built up its reputation as a dedicated financial and taxation solution services provider of professional and high-quality services in China. For more information, please visit the Company’s website: https://ir.lichenzx.com/.
Forward-LookingStatements
Certain statementsin this announcement are forward-looking statements, including, but not limited to, the Company’s use of proceeds from the Offering. Theseforward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectationsand projections about future events that the Company believes may affect its financial condition, results of operations, business strategyand financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-lookingstatements by words or phrases such as “believe,” “may,” “will,” “estimate,” “continue,”“anticipate,” “intend,” “expect,” or similar expressions. The Company undertakes no obligationto update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in itsexpectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-lookingstatements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investorsthat actual results may differ materially from the anticipated results and encourages investors to review other factors that may affectits future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, pleasecontact:
Ascent Investors Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: [email protected]