[6-K] Xinyuan Real Estate Co. LTD. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Urgent.ly Inc. (Nasdaq: ULY) has filed a Rule 424(b)(5) prospectus supplement for an “at-the-market” (ATM) equity program of up to $4.03 million. The company has signed a Sales Agreement with A.G.P./Alliance Global Partners, which will act as sales agent and receive a 3.6% commission on gross proceeds. Shares will be issued from time to time at prevailing market prices; no minimum amount is required to be sold.

Capital structure and dilution. Urgent.ly had 1,244,830 shares outstanding on 31 March 2025. Assuming full utilization of the program at the illustrative price of $8.47 per share (the 10 July 2025 close), up to 475,303 new shares could be issued, increasing total shares to 1,720,133. Net tangible book value would improve from $(32.20) to $(21.22) per share, but investors buying through the ATM would suffer immediate dilution of roughly $29.69 per share.

Public-float constraints. Because Urgent.ly’s public float is approximately $12.1 million (below the $75 million threshold), sales are limited to one-third of that amount within any 12-month period under SEC Form S-3 Instruction I.B.6.

Use of proceeds is broad: working capital and general corporate purposes; there are currently no specific acquisition agreements. The company remains an emerging growth company and smaller reporting company, relies on reduced disclosure requirements, and its auditor has included a going-concern emphasis paragraph.

• Offering size: up to $4,025,821
• Commission: 3.6% to A.G.P.
• Symbol: ULY | Last close (10 Jul 2025): $8.47
• Public float (12 May 2025): $12.1 million

Key investor takeaways: The ATM provides short-term liquidity but is small relative to the company’s negative tangible equity (≈$40.1 million) and continuing losses. Shareholders face considerable dilution risk and share-price volatility, yet the facility may help sustain near-term operations while Urgent.ly pursues growth in its connected mobility assistance platform.

Insights

Equity Research Analyst

TL;DR – Small ATM raises liquidity but adds heavy dilution; neutral overall impact.

The $4 million facility equals roughly one-third of Urgent.ly’s public float and less than 10% of its negative tangible equity, so it cannot materially de-risk the balance sheet. However, management gains flexible access to capital without a fixed discount or restrictive covenants. With a 3.6% fee and market sales, cost of capital is moderate. Given the going-concern flag and ongoing losses, any cash is useful, but investors should expect downward pressure as shares are issued. Net effect is neutral: neither transformative nor disastrous.

Portfolio Manager

TL;DR – Incremental cash is positive, but dilution and micro-float heighten risk; modestly negative.

From a portfolio standpoint, the ATM speaks to limited financing options. Issuance could expand the free float by ~38%, stressing an already illiquid stock. The negative $(21.22) adjusted book value highlights balance-sheet weakness. Unless operating cash burn moderates, further raises seem inevitable. I view the development as modestly dilutive and unlikely to re-rate the shares upward.

 

 

 

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

of the Securities Exchange Act of 1934

 

FOR THE MONTH OF July 2025

COMMISSION FILE NUMBER: 001-33863

 

XINYUAN REAL ESTATE CO., LTD.

 

27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
People’s Republic of 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 x                             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): ¨

 

 

 

 

 

 

On July 10, 2025, Xinyuan Real Estate Co., Ltd. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Central Plains Ltd. (the “Purchaser”) pursuant to which the Purchaser purchases from the Company and the Company issues to the Purchaser an aggregate of 15,339,280 common shares of the Company, par value $0.0001 per share (the “Common Shares”), at a purchase price of $0.10 per Common Share (the “Transaction”). The Supplemental Listing Application for the issuance was approved by NYSE on July 11, 2025.

 

The Common Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and issued in reliance on exemptions from registration under the Securities Act, afforded by provisions of Section 4(a)(2) and Regulation S promulgated under the Securities Act.

 

 

 

 

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.

 

 	XINYUAN REAL ESTATE CO., LTD.
 	(Registrant)
 	 	 
Date:  July 11, 2025	By:	/s/ Yong Zhang
 	 	Name:	Yong Zhang
 	 	Title:	Chief Executive Officer