Haoxi Health Technology Limited filed a Form F-3 shelf registration statement with the U.S. Securities and Exchange Commission on November 12, 2026, seeking to offer up to $180,000,000 in Class A ordinary shares, debt securities, warrants, rights, and units.

Key Highlights

  • Total offering size: Up to $180,000,000 in aggregate securities, including Class A ordinary shares (par value $0.000002 per share), debt securities, warrants, rights, and units.
  • Last reported share price: $1.855 per Class A ordinary share on the Nasdaq Capital Market on November 11, 2026.
  • Public float: US$1,846,315, calculated based on 621,739 Class A ordinary shares held by non-affiliates as of November 12, 2026.
  • Baby shelf restriction: Per General Instruction I.B.5. of Form F-3, the company may not sell more than one-third of its aggregate market value of voting and non-voting common equity in any 12-month period while its public float remains below US$75,000,000.
  • Prior offerings under I.B.5: According to the filing, the company has not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of the prospectus.
  • Emerging growth company: The registrant indicated it is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
  • Structure: The company disclosed it is a Cayman Islands holding company with no material operations of its own; operations are conducted through its wholly owned indirect PRC subsidiary, Beijing Haoxi Digital Technology Co., Ltd.

Haoxi Health Technology's $180M Shelf Registration: Structure, Float, and China Operational Risks

Haoxi Health Technology Limited (NASDAQ:HAO) filed a shelf registration statement on Form F-3 on November 12, 2026, covering the potential sale of up to $180,000,000 in securities on a delayed or continuous basis under Rule 415 of the Securities Act of 1933. The securities that may be offered include Class A ordinary shares with a par value of $0.000002 per share, debt securities, warrants, rights, and units comprised of one or more of those security types.

The filing disclosed that the company's public float, as of November 12, 2026, stood at US$1,846,315, based on 621,739 Class A ordinary shares and zero Class B ordinary shares held by non-affiliates. Because the public float is below US$75,000,000, the company is subject to the baby shelf limitation under General Instruction I.B.5. of Form F-3, which caps public primary offerings at no more than one-third of the aggregate market value of the company's voting and non-voting common equity in any 12-month period. The filing stated that no securities had been sold under this instruction during the prior 12 calendar months.

The prospectus disclosed that Haoxi Health Technology is a Cayman Islands holding company and "not a Chinese operating company," with operations conducted in China through its wholly owned indirect PRC subsidiary, Beijing Haoxi Digital Technology Co., Ltd. The filing noted that investors purchasing securities hereunder "will not directly hold any equity interests in the operating entity." The company cited risks related to Chinese regulatory oversight, including the possibility that Chinese regulatory authorities could "disallow our corporate structure, which could cause the value of our securities to significantly decline or become worthless." The filing also referenced the CSRC Overseas Listing Trial Measures promulgated February 17, 2023, noting that any offering pursuant to an accompanying prospectus supplement would be subject to CSRC filing procedures.

What Was Disclosed

Haoxi Health Technology Limited filed a Form F-3 shelf registration on November 12, 2026, to offer up to $180,000,000 in mixed securities over time. The company reported a public float of US$1,846,315 and disclosed China-related operational and regulatory risks applicable to its holding company structure.