6-K
Erayak Power Solution Group Inc. (RAYA)
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 December 2022
Commission File Number: 001-41568
Erayak Power Solution Group Inc.
No. 528, 4th Avenue
Binhai Industrial Park
Wenzhou, Zhejiang Province
People’s Republic of China 325025
+86-577-86829999
(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 ☐
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 December 16, 2022, Erayak Power Solution Group Inc. (the “Company”) closed its initial public offering (the “IPO”) of 3,000,000 Class A 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. 333-262292), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 21, 2022 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on December 13, 2022. The Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “RAYA” on December 14, 2022.
In connection with the IPO, the Company issued a press release on December 14, 2022 announcing the pricing of the IPO and a press release on December 16, 2022 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.
| Erayak Power Solution Group Inc. | ||
|---|---|---|
| Date: December 19, 2022 | By: | /s/ Lingyi Kong |
| Name: | Lingyi Kong | |
| 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
Erayak Power Solution Group Inc. Announces Pricingof $12 Million Initial Public Offering
Wenzhou, China, December 14, 2022 (GLOBE NEWSWIRE) -- Erayak Power Solution Group Inc. (“Erayak” or the “Company”) (Nasdaq: RAYA), a leading manufacturer, designer, and exporter of high-quality products in the power supply industry, announced the pricing of its initial public offering of 3 million Class A ordinary shares at a public offering price of $4.00 per share, for total gross proceeds of $12 million, before deducting underwriting discounts, commissions, and other related expenses on December 13, 2022. In addition, Erayak has granted the underwriters a 45-day option to purchase up to an additional 450,000 ordinary shares at the public offering price, less underwriting discount, and commissions.
The Class A ordinary shares start trading on the Nasdaq Capital Market on December 14, 2022, under the ticker symbol "RAYA." The offering is expected to close on or about December 16, 2022, subject to customary closing conditions.
Craft Capital Management LLC and R.F. Lafferty & Co., Inc. are acting as co-underwriters and joint book-runners for the offering. Ortoli Rosenstadt LLP is acting as counsel to the Company, and VCL Law LLP is acting as counsel to the underwriters.
A registration statement relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission on December 13, 2022. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This offering is being made only by means of a written prospectus, forming a part of the effective registration statement. Copies of the final prospectus relating to the initial public offering can be obtained, when available, from: Craft Capital Management LLC, Attention: Richard Rizzuto, 377 Oak Street, Lower Concourse, Garden City, NY 11530 or by email rrizzuto@craftcm.com; R.F. Lafferty & Co., Inc., Attention: John Heidenreich, 40 Wall Street, 29th Floor, New York, NY 10005, or by email at JHeidenreich@rflafferty.com.
This press release shall not constitute anoffer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such stateor jurisdiction.
About Erayak Power Solution Group Inc.
Erayak specializes in the manufacturing, research and development, and wholesale and retail of power solution products. Erayak’s product portfolio includes sine wave and off-grid inverters, inverter and gasoline generators, battery and smart chargers, and custom-designed products. Our products are used principally in agricultural and industrial vehicles, recreational vehicles, electrical appliances, and outdoor living products. Our goal is to be the premier power solutions brand and a solution for mobile life and outdoor living. For more information, visit www.erayakpower.com.
Safe Harbor Statement
This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.
Underwriter Contactinformation:
John Heidenreich, CFA
Director of Investment Banking
R. F. Lafferty & Co., Inc.
40 Wall Street, 29th Floor,
New York, NY 10005
Phone: 212.293.9015
www.RFLafferty.com
Craft Capital Management, LLC
Stephen Kiront
Jeffrey Zheng
377 Oak Street, Lower Concourse
Garden City, NY 11530
Member FINRA SIPC MSRB
Phone: 516-833-1325
www.craftcm.com
Investor RelationsContact:
Skyline Corporate Communications Group, LLC
Lisa Gray, Senior Account Manager
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
Email: lisa@skylineccg.com
Exhibit 99.2
Erayak Power Solution Group Inc. Announces Closingof $12 Million Initial Public Offering
Wenzhou, China, December 16, 2022 (GLOBE NEWSWIRE) -- Erayak Power Solution Group Inc. (“Erayak” or the “Company”) (Nasdaq: RAYA), a leading manufacturer, designer, and exporter of high-quality products in the power supply industry, today announced the closing of its initial public offering of 3 million Class A ordinary shares at a public offering price of $4.00 per share, for total gross proceeds of $12 million, before deducting underwriting discounts, commissions, and other related expenses. In addition, Erayak has granted the underwriters a 45-day option to purchase up to an additional 450,000 ordinary shares at the public offering price, less underwriting discount, and commissions.
The ordinary shares began trading on the Nasdaq Capital Market on December 14, 2022, under the ticker symbol "RAYA."
Craft Capital Management LLC and R.F. Lafferty & Co., Inc. are acting as co-underwriters and joint book-runners for the offering. Ortoli Rosenstadt LLP is acting as counsel to the Company, and VCL Law LLP is acting as counsel to the underwriters.
A registration statement relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission on December 13, 2022. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This offering is being made only by means of a written prospectus, forming a part of the effective registration statement. Copies of the final prospectus relating to the initial public offering can be obtained, when available, from: Craft Capital Management LLC, Attention: Richard Rizzuto, 377 Oak Street, Lower Concourse, Garden City, NY 11530 or by email rrizzuto@craftcm.com; R.F. Lafferty & Co., Inc., Attention: John Heidenreich, 40 Wall Street, 29th Floor, New York, NY 10005, or by email atofferings@rflafferty.com.
This press release shall not constitute anoffer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such stateor jurisdiction.
About Erayak Power Solution Group Inc.
Erayak specializes in the manufacturing, research and development, and wholesale and retail of power solution products. Erayak’s product portfolio includes sine wave and off-grid inverters, inverter and gasoline generators, battery and smart chargers, and custom-designed products. Our products are used principally in agricultural and industrial vehicles, recreational vehicles, electrical appliances, and outdoor living products. Our goal is to be the premier power solutions brand and a solution for mobile life and outdoor living. For more information, visit www.erayakpower.com.
Safe Harbor Statement
This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.
Underwriter Contact Information:
Craft Capital Management, LLC
Stephen Kiront
Jeffrey Zheng
377 Oak Street, Lower Concourse
Garden City, NY 11530
Member FINRA SIPC MSRB
Phone: 516-833-1325
www.craftcm.com
R. F. Lafferty & Co., Inc.
John Heidenreich, CFA
40 Wall Street, 29th Floor,
New York, NY 10005
Phone: 212.293.9015
Email: offerings@rflafferty.com
www.RFLafferty.com
Investor RelationsContact:
Skyline Corporate Communications Group, LLC
Lisa Gray, Senior Account Manager
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
Email: lisa@skylineccg.com