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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 December 2023
Commission File Number: 333-274448
FENBO HOLDINGS LIMITED
(Translation of registrant’s name into English)
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong
Kowloon, Hong Kong
(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): ☐
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): ☐
Entry into a Material Definitive Agreement.
Entry into Underwriting Agreement and Closing of Offering
On November 29, 2023, Fenbo Holdings Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with EF Hutton, division of Benchmark Investments, LLC., as representative (the “Representative”) of the underwriters listed on Schedule 1-A thereto (the “Underwriters”). The Underwriting Agreement relates to a firm commitment underwritten public offering (the “Offering”) of 1,000,000 ordinary shares of the Company being sold by the Company. The offering price to the public is $5.00 per share. In addition, the Company granted the Underwriters a 45-day option to purchase up to an additional 150,000 ordinary shares at the public offering price, less underwriting discounts, and commissions.
On December 1, 2023 the Company closed the IPO. The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333- 274448) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on September 11, 2023 and declared effective on November 27, 2023. The Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “FEBO.”
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
Other Events.
Issuance of Press Release
On December 1, 2023, the Company issued a press release announcing the closing of the Offering. The press release, furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
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.
| Dated: December 7, 2023 | FENBO HOLDINGS LIMITED |
| /s/ Li Siu Lun Allan | |
| Li Siu Lun Allan | |
| Chief Executive Officer, Chairman and Director |
Exhibit 1.1
Exhibit 99.1
Fenbo Holdings Limited Announces Closing of Its Initial Public Offering
Hong Kong, Dec. 1, 2023 (GLOBE NEWSWIRE) – Fenbo Holdings Limited (the “Company” or “Fenbo”), an established provider of personal care electric appliances and toys products to oversea markets, today announced the closing of its initial public offering (the “Offering”) of 1,000,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $5.00 per share for total gross proceeds of $5,000,000, before deducting underwriting discounts and other offering expenses. The Offering closed on December 1, 2023 and the Ordinary Shares began trading on Nasdaq Capital Market on November 30, 2023, under the ticker symbol “FEBO”.
The Company has granted the underwriters an option, within 45 days from the date of the prospectus, to purchase up to an additional 150,000 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotment option, if any.
The Offering has been conducted on a firm commitment basis. EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), acted as sole book-running manager for the Offering. Schlueter & Associates, P.C. acted as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) expanding production capacity and capability; 2) strengthening engineering, research and development capability; 3) penetrating and further expanding into new and existing geographical markets; 4) general working capital; and 5) an advisory fee.
A registration statement on Form F-1 (File No. 333-274448) 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 November 27, 2023. The Offering was made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. In addition, a copy 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 Fenbo Holdings Limited
Headquartered Hong Kong and through its operating subsidiaries in Hong Kong and Guangdong Province, Fenbo represents over 30 years of experience producing personal care electric appliances (principally electrical hair styling products) and toys products to overseas markets. The Company, since 2006 also has been served as an OEM and ODM for Spectrum Brands, a global home essential company, and its sole customer, producing electrical hair styling products, under the “Remington” brand which Spectrum Brands has the right of the use of, and which are currently sold to Europe, United States and Latin America. For more information, please visit: http://www.fenbo.com.
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:
Underwriter
EF Hutton, division of Benchmark Investments, LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhuttongroup.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214