STOCK TITAN

Lucas GC Limited (LGCL) launches US$25M at-the-market share offering

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Lucas GC Limited entered into an At the Market Offering Agreement with Pacific Century Securities, LLC, establishing an at-the-market offering program under which the company may, at its discretion, sell Class A ordinary shares with an aggregate offering price of up to US$25.0 million. Sales will be made through or to the agent as sales agent or principal under an effective Form F-3 registration statement and a related prospectus supplement filed in August 2026.

The agent will use commercially reasonable efforts to place the shares via methods deemed at-the-market, including transactions on The Nasdaq Capital Market or other existing trading markets. Lucas GC will pay the agent a 3.5% placement fee on gross sales proceeds and reimburse specified expenses, including up to US$100,000 of initial accountable expenses and up to US$10,000 per year starting December 31, 2026. The company is not obligated to sell any shares, and the program ends when all shares are sold or the agreement is terminated. Net proceeds from any share issuances are intended for general corporate purposes, including working capital, capital expenditures and potential acquisitions or strategic investments.

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ATM Program Size US$25.0 million Maximum aggregate offering price of Class A ordinary shares under the at-the-market program
Placement Fee 3.5% Percentage of gross sales proceeds payable to the agent for shares sold
Initial Expense Reimbursement Cap US$100,000 Cap on agent’s actual, accountable expenses in connection with the Sales Agreement
Advanced Expenses US$30,000 Portion of the agent’s expenses advanced as of the date of the agreement
Annual Expense Reimbursement US$10,000 per year Yearly reimbursement cap beginning December 31, 2026 for incidental expenses
Agreement Date August 7, 2026 Date Lucas GC Limited entered into the At the Market Offering Agreement
At the Market Offering Agreement financial
"entered into an At the Market Offering Agreement (the “Sales Agreement”)"
An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.
registration statement on Form F-3 regulatory
"pursuant to the Company’s registration statement on Form F-3, as amended"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
prospectus supplement regulatory
"and prospectus supplement related to the Offering Program filed"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
general corporate purposes financial
"intends to use the net proceeds from any issuances through the Offering Program for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
indemnification and contribution rights regulatory
"has also provided the Agent with customary indemnification and contribution rights"
Offering Type ATM
Use of Proceeds Net proceeds from any issuances through the Offering Program are intended for general corporate purposes, including working capital, capital expenditures, future acquisitions and strategic investment opportunities.

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FAQ

What at-the-market offering did Lucas GC Limited (LGCL) establish?

Lucas GC Limited established an at-the-market offering program to sell up to US$25.0 million of Class A ordinary shares through Pacific Century Securities, LLC under an effective Form F-3 shelf registration and related prospectus supplement.

Who is the sales agent for Lucas GC Limited (LGCL) in the US$25.0 million program?

Pacific Century Securities, LLC is engaged as sales agent and principal for Lucas GC Limited’s at-the-market offering program, using commercially reasonable efforts to sell Class A ordinary shares on The Nasdaq Capital Market or other trading venues.

What fees will Lucas GC Limited (LGCL) pay for the ATM program?

Lucas GC Limited will pay a 3.5% placement fee on gross sales proceeds plus expense reimbursements, including up to US$100,000 of initial accountable expenses and up to US$10,000 per year starting December 31, 2026.

Is Lucas GC Limited (LGCL) obligated to sell shares under the ATM agreement?

Lucas GC Limited is not obligated to sell any Class A ordinary shares under the At the Market Offering Agreement; sales are at the company’s sole discretion, subject to the agreement’s terms and conditions.

How does Lucas GC Limited (LGCL) plan to use proceeds from the ATM program?

Lucas GC Limited intends to use net proceeds from any issuances for general corporate purposes, including working capital, capital expenditures, future acquisitions and strategic investment opportunities, though it states it has no current specific plans or commitments.

When does Lucas GC Limited’s (LGCL) ATM offering program end?

The at-the-market offering program will terminate upon the earlier of selling all US$25.0 million of authorized shares under the agreement or termination of the At the Market Offering Agreement in accordance with its terms.

 

 

 

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: 001-41658

 

 

 

Lucas GC Limited

(Exact name of registrant as specified in its charter)

 

 

 

Room 1109, 11/F, Tower A

Star Plaza, No. 8 Wangjing Street

Chaoyang District

Beijing 100102, China

 

 

 

(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): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

This current report on Form 6-K (this “Report”) is hereby incorporated by reference in the registration statements of Lucas GC Limited on Form F-3 (No. 333-286651) and Form S-8 (No. 333-283728), to the extent not superseded by documents or reports subsequently filed or furnished.

 

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On August 7, 2026, Lucas GC Limited (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with Pacific Century Securities, LLC (the “Agent”) with respect to an at-the-market offering program (the “Offering Program”) under which the Company may offer and sell, from time to time at its sole discretion, Class A ordinary shares, par value US$0.0002 per share of the Company (the “Class A Ordinary Shares”), having an aggregate offering price of up to US$25.0 million (the “Shares”) through or to the Agent, as the sales agent or principal. The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form F-3, as amended (No. 333-286651), which was declared effective by the Securities and Exchange Commission on September 15, 2025, and prospectus supplement related to the Offering Program filed with the Commission on August 10, 2026.

 

Subject to the terms and conditions of the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the Class A Ordinary Shares. The Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a placement fee in an amount equal to three point five percent (3.5%) of the gross sales proceeds of any Shares sold through the Agent under the Sales Agreement (inclusive of all the transaction fees imposed by any clearing firm, execution broker or governmental or self-regulatory organization in respect to the sale of the Shares pursuant to the Sales Agreement) and has also agreed to reimburse the Agent for certain specified expenses, including (i) up to $100,000 to the Agent’s actual, accountable expenses incurred in connection with the Sales Agreement, of which $30,000 has been advanced as of the date hereof, (ii) up to $10,000 per year, payable at the end of each fiscal year beginning on December 31, 2026, inclusive of any incidental expenses incurred thereof, and (iii) in connection with the filing of a new registration statement, prospectus, or prospectus supplement, or an amendment to the Sales Agreement. The Company has made certain customary representations, warranties and covenants concerning the Company and its Class A Ordinary Shares in the Sales Agreement and has also provided the Agent with customary indemnification and contribution rights.

 

The Company is not obligated to make any sales of Class A Ordinary Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

 

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Report and incorporated herein by reference. A copy of the opinion of Appleby, as Cayman Islands counsel to the Company, regarding the legality of the issuance and allotment of the Shares under the Sales Agreement is attached hereto as Exhibit 5.1 and is incorporated by reference herein.

 

The Company intends to use the net proceeds from any issuances through the Offering Program for general corporate purposes, which may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities, although it has no current plans, commitments or agreements with respect to any such expenditures, acquisitions or investment opportunities as of the date hereof.

 

This Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
1.1   At the Market Offering Agreement dated August 7, 2026, by and between Lucas GC Limited and Pacific Century Securities, LLC
5.1   Opinion of Appleby

 

 

 

 

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, hereunto duly authorized.

 

Date: August 10, 2026

 

  Lucas GC Limited
   
  By: /s/ Howard Lee
  Name: Howard Lee
  Title: Chief Executive Officer and Chairman of the Board of Directors

 

 

 

Filing Exhibits & Attachments

3 documents