Neo-Concept International Group Holdings Limited filed a Form 6-K on October 27, 2026, disclosing the signing and closing of a Regulation S private placement of Class A ordinary shares that raised gross proceeds of US$1,320,000.

Key Highlights

  • Shares issued: The company sold an aggregate of 4,400,000 Class A ordinary shares, each with a par value of US$0.0025, to purchasers named in the securities purchase agreement.
  • Purchase price: Shares were priced at US$0.30 per share, generating aggregate gross proceeds of US$1,320,000 before fees and expenses.
  • Closing date: The private placement closed on October 26, 2026, one day before this report was furnished.
  • Regulation S offering: The placement was conducted exclusively in offshore transactions to non-U.S. persons under Category 2 of Rule 903, with a 40-day distribution compliance period.
  • Introducer fee: The company agreed to pay Winbull Securities International (Hong Kong) Limited a cash success fee equal to 2.0% of gross proceeds for introducing prospective non-U.S. investors.
  • Use of proceeds: According to the filing, the company intends to use net proceeds for working capital and other general corporate purposes.

Neo-Concept's October 2026 Offshore Share Issuance: Terms and Structure

According to the filing, Neo-Concept International Group Holdings Limited (NASDAQ:NCI) entered into a securities purchase agreement on October 22, 2026, agreeing to sell 4,400,000 Class A ordinary shares at US$0.30 per share. The placement closed on October 26, 2026, with the company issuing all 4,400,000 shares to the purchasers and receiving gross proceeds of US$1,320,000 before deducting the introducer agent's fee and other offering expenses.

The filing states that the placement was conducted "exclusively in offshore transactions outside the United States to persons who are not 'U.S. persons'" in reliance on Regulation S under the Securities Act of 1933. The Class A ordinary shares issued have not been registered under the Securities Act and are described in the filing as "restricted securities" within the meaning of Rule 144, subject to restrictions on resale in the United States absent registration or an applicable exemption.

In connection with the placement, the company entered into an introducer agreement, also dated October 22, 2026, with Winbull Securities International (Hong Kong) Limited, a corporation the filing describes as licensed by the Securities and Futures Commission of Hong Kong. The filing notes that Winbull is not registered as a broker-dealer under the Securities Exchange Act of 1934 and did not offer or sell any securities to U.S. persons. As compensation, the company agreed to pay Winbull a cash success fee equal to 2.0% of the gross proceeds of the private placement. The filing further notes the Form 6-K is incorporated by reference into the company's registration statement on Form F-3, as amended (File No. 333-297635).

What Was Disclosed

Neo-Concept International reported the signing on October 22, 2026, and closing on October 26, 2026, of a Regulation S private placement of 4,400,000 Class A ordinary shares at US$0.30 per share, raising US$1,320,000 gross, with a 2.0% introducer fee payable to Winbull Securities International (Hong Kong) Limited.