Phoenix Asia Holdings Limited Announces Pricing of Its Initial Public Offering

Rhea-AI Summary

Phoenix Asia Holdings , a Hong Kong-based substructure contractor, has announced the pricing of its initial public offering (IPO) of 1,600,000 ordinary shares at $4.00 per share, raising gross proceeds of $6.4 million.

The company's shares will begin trading on Nasdaq Capital Market under the symbol 'PHOE' on April 25, 2025. Underwriters have a 45-day option to purchase up to 240,000 additional shares. The IPO is expected to close on April 28, 2025.

The proceeds will be allocated as follows:

• 35% for hiring additional staff
• 15% for acquiring innovative machinery
• 10% for enhancing the 'Winfield' brand
• 40% for working capital and general corporate purposes

D. Boral Capital is serving as the sole book-running manager for this firm commitment offering.

Positive

• Successful IPO listing on Nasdaq Capital Market
• Secured $6.4 million in gross proceeds
• Strategic allocation of funds for business expansion and operational improvements
• Additional funding potential through over-allotment option

Negative

• Relatively small IPO size may limit market impact
• Significant portion (40%) allocated to general working capital rather than specific growth initiatives
• Potential dilution for existing shareholders

Insights

IPO & Capital Markets Expert

Hong Kong contractor Phoenix Asia prices $6.4M Nasdaq IPO at $4 per share with clear capital allocation for growth initiatives.

Phoenix Asia Holdings has priced its Nasdaq Capital Market IPO at $4.00 per share, raising $6.4 million in gross proceeds before deducting underwriting fees and expenses. The Hong Kong-based substructure contractor will trade under the ticker "PHOE" starting April 25, with the offering expected to close on April 28, 2025.

This represents a relatively small capital raise in the context of typical Nasdaq listings. The company is selling 1.6 million ordinary shares with an underwriter option to purchase an additional 240,000 shares within 45 days to cover potential over-allotments.

The firm has outlined a clear allocation strategy for the proceeds:

• 35% for enhancing capacities through additional staff hiring
• 15% for acquiring innovative machinery to boost productivity
• 10% for enhancing its "Winfield" brand
• 40% for working capital and general corporate purposes

This balanced approach suggests the company is pursuing measured growth while maintaining financial flexibility. The offering structure as a firm commitment (rather than best-efforts) provides greater certainty regarding the capital raise, with D. Boral Capital serving as the sole book-running manager.

For context, companies listing on the Nasdaq Capital Market tier typically represent emerging growth companies seeking access to public capital markets. At the $4.00 price point, Phoenix Asia's shares fall within the lower price range of typical Nasdaq listings, which is common for smaller companies entering public markets.

Hong Kong, China, April 24, 2025 (GLOBE NEWSWIRE) -- Phoenix Asia Holdings Limited (the “Company”), a premier substructure contractor for public and private sector projects in Hong Kong, today announced the pricing of its initial public offering (the “Offering”) of 1,600,000 ordinary shares, par value $0.00001 per share, (the “Ordinary Shares”) at an initial public offering price of $4.00 per share for total gross proceeds of $6,400,000, 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 April 25, 2025, under the ticker symbol “PHOE”.

The Company has granted the underwriters an option, within 45 days from the closing date of the Offering, to purchase up to an additional 240,000 Ordinary Shares at the initial public offering price, less underwriting discounts, to cover the over-allotment option, if any. The Offering is expected to close on April 28, 2025, subject to the satisfaction of customary closing conditions.

The Offering is being conducted on a firm commitment basis. D. Boral Capital LLC is acting as the sole book-running manager for the Offering. CFN Lawyers 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 35% of the proceeds from this Offering for enhancing our capacities in hiring additional staff, 15% for acquiring innovative machinery to enhance our productivity and service capacity, 10% for enhancing its brand, “Winfield”, and the remaining 40% for working capital and other general corporate purposes.

A registration statement on Form F-1 (File No. 333-284260) 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 April 24, 2025. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained from D. Boral Capital LLC at Syndicate Department, 590 Madison Avenue, 39th floor, New York, NY 10022, or via email at info@dboralcapital.com or telephone at +1 (212) 970 5150. In addition, copies 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 Phoenix Asia Holdings Limited

Phoenix Asia Holdings Limited is a substructure contractor for public and private sector projects in Hong Kong via providing craftsmanship, customer satisfaction, and high standards of work and safety.

Recognized as a Registered Specialist Contractor and Certified Registered Subcontractor for various civil works, the Company primarily operates through wholly-owned subsidiary Winfield Engineering (Hong Kong) Limited, which was established in 1990 and specializes in substructure works in Hong Kong, including site formation, ground investigation, and foundation works. It also offers additional construction services such as structural steelworks. For more information, please visit www.winfield.hk; https://ir.winfield.hk/.

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:

Investor Relations
WFS Investor Relations Inc.
Janice Wang
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214

FAQ

When will Phoenix Asia Holdings (PHOE) start trading on Nasdaq?

Phoenix Asia Holdings (PHOE) will commence trading on the Nasdaq Capital Market on April 25, 2025.

How much did Phoenix Asia Holdings raise in its IPO?

The company raised $6.4 million in gross proceeds by offering 1.6 million ordinary shares at $4.00 per share.

How will Phoenix Asia Holdings (PHOE) use its IPO proceeds?

The proceeds will be used: 35% for hiring staff, 15% for machinery acquisition, 10% for brand enhancement, and 40% for working capital and general corporate purposes.

What is the over-allotment option for PHOE's IPO?

Underwriters have a 45-day option to purchase up to 240,000 additional shares at the IPO price to cover over-allotments.