STOCK TITAN

Park Ha Biological Technology Co., Ltd. (BYAH) completes $1.8M private placement

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. completed a Regulation S private placement with non-U.S. investors on August 3, 2026. The company issued 10,000,000 Class A ordinary shares, par value US$0.001, together with warrants to purchase up to 2,000,000 additional Class A shares, at a purchase price of US$0.18 per share and accompanying warrant, generating approximately US$1,800,000 in gross proceeds before expenses.

The warrants are immediately exercisable, carry a five-year term from issuance, and have an exercise price of US$0.18 per warrant share. The warrant terms state that the exercise price and warrant share count will not be adjusted for future share dividends, splits, combinations, recapitalizations or similar transactions. The securities were sold in offshore transactions to non-U.S. persons under Regulation S and are subject to transfer restrictions during the applicable distribution compliance period. The company plans to use the net proceeds for general working capital and corporate purposes.

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Class A shares issued 10,000,000 shares Aggregate Class A ordinary shares sold in the private placement
Warrants issued 2,000,000 shares Maximum Class A ordinary shares issuable upon warrant exercise
Unit purchase price US$0.18 per Class A share and accompanying warrant Price paid by investors for each share plus accompanying warrant
Gross proceeds approximately US$1,800,000 Aggregate gross proceeds to the company from the private placement
Warrant exercise price US$0.18 per warrant share Price at which each warrant share may be purchased
Warrant term five years Duration of the warrants from the date of issuance
Regulation S regulatory
"offered and sold in offshore transactions to non-U.S. persons in reliance upon Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
distribution compliance period regulatory
"During the applicable distribution compliance period under Regulation S, the securities may not be offered"
Securities Purchase Agreement financial
"entered into a securities purchase agreement with certain non-U.S. investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Warrants financial
"together with warrants to purchase up to an aggregate of 2,000,000 Class A Ordinary Shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
gross proceeds financial
"resulting in aggregate gross proceeds to the Company of approximately US$1,800,000"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Park Ha Biological (BYAH) report in August 2026?

Park Ha Biological (BYAH) reported completing a Regulation S private placement on August 3, 2026. It issued Class A ordinary shares and warrants to non-U.S. investors, raising approximately US$1,800,000 in gross proceeds before offering expenses.

How many shares and warrants did Park Ha Biological (BYAH) sell, and at what price?

The company sold 10,000,000 Class A ordinary shares plus warrants for up to 2,000,000 shares. Each Class A share and accompanying warrant unit was priced at US$0.18, providing investors both immediate equity and potential future warrant exercises.

How much capital did Park Ha Biological (BYAH) raise and who were the investors?

Park Ha Biological (BYAH) raised approximately US$1,800,000 in gross proceeds. The securities were sold to certain non-U.S. investors in offshore transactions, relying on Regulation S under the Securities Act for the offering exemption.

What are the key terms of the Park Ha Biological (BYAH) warrants?

The warrants are immediately exercisable, have a five-year term from issuance, and carry an exercise price of US$0.18 per warrant share. The exercise price and warrant share number will not be adjusted for share dividends, splits, combinations, or similar transactions.

How will Park Ha Biological (BYAH) use the proceeds from the private placement?

Park Ha Biological (BYAH) intends to use the net proceeds from the private placement for general working capital and corporate purposes. This includes funding ongoing operations and broader corporate needs, rather than being earmarked for a specific project or acquisition.

Under what exemption was the BYAH offering conducted and what are the transfer restrictions?

The offering relied on Regulation S, with securities sold in offshore transactions to non-U.S. persons. The securities are unregistered in the U.S. and, during the distribution compliance period, cannot be transferred to U.S. persons absent registration or a valid exemption.

 

 

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 August 2026

 

Commission File Number: 001-42453

 

Park Ha Biological Technology Co., Ltd.

 

901 & 901-2, Building C

Phase 2, Wuxi International Life Science Innovation Campus

196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

(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 ☐

 

 

 

 

 

 

Private Placement Transaction

 

On August 3, 2026, Park Ha Biological Technology Co., Ltd. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain non-U.S. investors named therein (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 10,000,000 Class A ordinary shares, par value US$0.001 per share (the “Class A Ordinary Shares”), together with warrants to purchase up to an aggregate of 2,000,000 Class A Ordinary Shares (the “Warrants”, and the shares issuable upon exercise of the Warrants, the “Warrant Shares”), for a purchase price of US$0.18 per Class A Ordinary Share and accompanying Warrant, resulting in aggregate gross proceeds to the Company of approximately US$1,800,000, before deducting offering expenses.

 

The Warrants are exercisable immediately upon issuance, have a term of five years from the date of issuance, and are exercisable at an exercise price of US$0.18 per Warrant Share, subject to the terms and conditions set forth therein. The Warrants provide that neither the exercise price nor the number of Warrant Shares issuable upon exercise will be adjusted, increased, decreased or otherwise modified as a result of any share dividend, share split, reverse share split, share combination, recapitalization, reclassification, reorganization or other similar transaction affecting the Class A Ordinary Shares occurring after the date of issuance of the Warrants.

 

The closing of the Private Placement occurred on August 3, 2026. The Company intends to use the net proceeds from the Private Placement for general working capital and corporate purposes.

 

The Class A Ordinary Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were offered and sold in offshore transactions to non-U.S. persons in reliance upon Regulation S promulgated under the Securities Act. The securities may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the Securities Act or an available exemption from the registration requirements of the Securities Act, and in each case in accordance with applicable state securities laws. During the applicable distribution compliance period under Regulation S, the securities may not be offered, sold, pledged or otherwise transferred to, or for the account or benefit of, a U.S. person, other than pursuant to an effective registration statement or an available exemption from registration under the Securities Act.

 

The Securities Purchase Agreement and the form of Warrant contain customary representations, warranties, covenants and agreements of the Company and the Purchasers, and customary indemnification obligations.

 

The foregoing descriptions of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Securities Purchase Agreement and the form of Warrant, which are filed as Exhibits 4.1 and 10.1, respectively, to this report on Form 6-K and are incorporated herein by reference.

 

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer, sale or solicitation of any securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.

 

Information Contained in This Report on Form 6-K

 

The information disclosed under this Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
4.1*   Form of Warrant Agreement
10.1*   Form of Securities Purchase Agreement

 

*Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted portion to the Securities and Exchange Commission upon request.

 

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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.

 

  Park Ha Biological Technology Co., Ltd.
     
Date: August 3, 2026 By: /s/ Xiaoqiu Zhang
  Name:  Xiaoqiu Zhang
  Title: Chief Executive Officer, Chairperson of the Board of Directors

 

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Filing Exhibits & Attachments

2 documents