MF · MindForge Inc

This $4.55 million registered direct offering represents a material capital raise for U-BX Technology Ltd., executed under an effective Form F-3 shelf registration — signaling regulatory readiness and investor access for a foreign private issuer. The structure — Units priced at $0.30, each containing one Class A Ordinary Share and a Warrant for 0.3 of a share — embeds immediate equity exposure plus embedded call optionality with two distinct exercise mechanisms: a standard cash exercise at $0.30 per Warrant Share and a Zero Exercise Price Option enabling cashless receipt of 0.3 share per Warrant, subject to the aggregate Warrant Cap of 30% of total Units sold (i.e., up to ~4.55 million additional Class A Shares, rounded). The closing on April 28, 2026 — just one day after the filing date and one day after the announced pricing — confirms rapid execution and settlement. FT Global Capital, Inc. acted as exclusive placement agent with an 8.5% placement fee, and Kingswood served as co-placement agent, indicating coordinated distribution effort. Critically, the Offering was conducted via a registered, non-dilutive (to existing shareholders) mechanism — avoiding unregistered exemptions — enhancing transparency and liquidity for new investors. While no forward-looking financial guidance or operational metrics are disclosed in this filing, the stated use of proceeds for 'general corporate and working capital purposes' suggests near-term funding needs tied to scaling its AI-driven insurance technology services in China, including Digital Promotion, 'Magic Mirror' risk assessment, and bundled value-added benefits. For investors, the warrant terms introduce significant potential dilution and participation upside, contingent on share price performance relative to the $0.30 exercise threshold and market reception of the Company’s growth trajectory.