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Phaos Technology Holdings (Cayman) Limited Announces Closing of the Sale of the Option Shares

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Phaos Technology Holdings (NYSE American: POAS) announced the closing of the over-allotment portion of its offering, resulting in the sale of 405,500 class A ordinary shares and additional gross proceeds of US$1.62 million before underwriting discounts and offering expenses.

The Offering was completed under the company’s Form F-1 registration (File No. 333-284137), which became effective on November 11, 2025, and a final prospectus was filed with the SEC on November 13, 2025. Network 1 Financial acted as sole book-running manager; legal counsel for the company and Network 1 were disclosed. Investors are directed to the final prospectus on the SEC website for full details.

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Positive

  • Gross proceeds of US$1.62 million from the over-allotment
  • Sale of 405,500 class A ordinary shares completed
  • Network 1 acted as sole book-running manager, providing underwriting support
  • Offering completed under effective Form F-1 registration (effective Nov 11, 2025)

Negative

  • Issuance of 405,500 class A shares increases outstanding share count
  • Underwriting discounts and offering expenses will reduce net proceeds

Insights

Phaos closed an over-allotment sale of 405,500 shares raising $1.62 million; registration became effective on November 11, 2025.

Phaos Technology HoldingsNetwork 1 Financial Securities, Inc., issuing 405,500 class A ordinary shares and receiving gross proceeds of $1.62 million before underwriting discounts and offering expenses. The transaction was completed under the company’s Form F-1 registration statement that became effective on November 11, 2025, with a final prospectus filed on November 13, 2025.

The business effect is straightforward: the company obtained incremental cash and increased its outstanding share count. Key dependencies include the final net proceeds after underwriting discounts and expenses, and how the company allocates those funds; the press release does not disclose net proceeds, use of proceeds, or specific dilution metrics. Monitor filings for the post‑offering share count, the final underwriting fees, and any filing that states the intended use of proceeds in the coming quarter.

SINGAPORE, Nov. 24, 2025 (GLOBE NEWSWIRE) -- Phaos Technology Holdings (Cayman) Limited, (NYSE American: POAS), (“Phaos” or “the Company”), an advanced microscopy solutions headquartered in Singapore, today announced the closing of the offering (the “Offering”) of 405,500 class A ordinary shares, par value US$0.0001 per share pursuant to Network 1 Financial Securities, Inc.’s (“Network 1”), exercise of their over-allotment option in full. The Company has received additional gross proceeds amounting to US$1.62 million before deducting underwriting discounts and other Offering expenses.

Network 1, a full-service broker/dealer, acted as the sole book-running manager for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Loeb & Loeb LLP acted as U.S. counsel for Network 1, in connection with the Offering.

The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-284137), as amended, previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and subsequently became effective on November 11, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. A final prospectus relating to the Offering was filed with the SEC on November 13, 2025, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering may be obtained, when available, from Network 1 at 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701, or by telephone at +1 (732) 758-9001. In addition, a copy of the final prospectus, when available, 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 has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or 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 Phaos Technology Holdings (Cayman) Limited

Phaos Technology Holdings (Cayman) Limited is an advanced microscopy technology company. Our commitment to innovation and excellence drives us to deliver state-of-the-art microscopy products and software solutions, powered by artificial intelligence, for diverse sectors including manufacturing, biomedical, and research. Experience the difference with Phaos Technology – where innovation meets sophistication, shaping the future of optical technology. For more information, please visit www.phaostech.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Contacts

Company Contact:

Phaos Technology Holdings (Cayman) Limited
(65) 6250 3877
ir@phaostech.com

Underwriter Inquiries:

Network 1 Financial Securities, Inc.
Adam Pasholk
2 Bridge Avenue, Suite 241
Red Bank, NJ 07701
+1 (732) 758-9001
Email: info@netw1.com

Investor Relations Inquiries:

Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com


FAQ

What did Phaos (POAS) announce on November 24, 2025 regarding the offering?

Phaos closed the over-allotment sale of 405,500 class A shares, generating US$1.62 million in additional gross proceeds.

How much additional money did POAS receive from Network 1's option exercise?

The company received US$1.62 million in gross proceeds before underwriting discounts and offering expenses.

When did Phaos's registration statement for the offering become effective?

The Form F-1 registration became effective on November 11, 2025.

Where can investors find the final prospectus for POAS's offering?

The final prospectus was filed with the SEC on November 13, 2025 and is available at www.sec.gov.

Who served as the book-running manager for the POAS offering?

Network 1 Financial Securities acted as the sole book-running manager for the offering.

Will the over-allotment sale affect POAS shareholders?

The sale issues 405,500 additional class A shares, which increases share count and may dilute existing holders; net proceeds are reduced by underwriting discounts and expenses.
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