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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission File Number: 001-41425
Golden Sun Education Group Limited
Profit Huiyin Square North Building,
Huashan 2018, Unit 1001,
Xuhui District, Shanghai, 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 ☒ 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): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On June 24, 2022, Golden Sun Education Group Limited (the “Company”) closed its initial public offering (“IPO”) of 5,060,000 Class A ordinary shares, par value $0.0005 per share (the “Class A Ordinary Shares”), including 660,000 Class A Ordinary Shares issued pursuant to the full exercise of the underwriter’s over-allotment option, pursuant to its registration statement on Form F-1 (File No.333-255891) originally filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021, which was declared effective by the SEC on June 21, 2022. The Class A Ordinary Shares were priced at $4.00 per share and the IPO was conducted on a firm commitment basis. The Class A Ordinary Shares commenced trading under the symbol “GSUN” on the Nasdaq Capital Market on June 22, 2022.
The Company issued press releases announcing the pricing and closing of the IPO on June 21 and June 24, 2022, respectively. A copy of each press release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, which are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
1
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.
|
Golden Sun Education Group Limited | |
| Date: June 24, 2022 | By: | /s/ Xueyuan Weng |
| Name: | Xueyuan Weng | |
| Title: | Chief Executive Officer | |
2
EXHIBIT INDEX
Exhibit No. |
Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
3
Exhibit 99.1
Golden Sun Education Group Limited Announces Pricing of US$17,600,000 Initial Public Offering
Shanghai, China, June 21, 2022 (GLOBE NEWSWIRE) -- Golden Sun Education Group Limited (the “Company” or “Golden Sun”), a provider of tutorial services in China, today announced the pricing of its initial public offering (the “Offering”) of 4,400,000 Class A ordinary shares at a public offering price of US$4.00 per Class A ordinary shares. The Class A ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on June 22, 2022 under the ticker symbol “GSUN.”
The Company expects to receive aggregate gross proceeds of US$17,600,000 from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriter an option to purchase up to an additional 660,000 Class A ordinary shares at the public offering price, less underwriting discounts and commissions, within 45 days of the closing. The Offering is expected to close on or about June 24, 2022, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for (i) acquisitions of tutorial centers for non-English foreign language for Gaokao, as well as overseas schools and tutorial centers; (ii) research and development of the courses related to non-English foreign language for Gaokao, and the expansion of the operating center for non-English foreign language for Gaokao; (iii) acquisitions of tutorial centers for language training; (iv) the recruitment and retention of teachers and management personnel; and (v) working capital and other general corporate purposes.
The Offering is being conducted on a firm commitment basis. Network 1 Financial Securities, Inc. is acting as the sole underwriter and book-running manager for the Offering. Hunter Taubman Fischer & Li LLC is acting as the U.S. counsel to the Company, and Sichenzia Ross Ference LLP is acting as the U.S. counsel to Network 1 Financial Securities, Inc. in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-255891) and was declared effective by the SEC on June 21, 2022. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Network 1 Financial Securities, Inc., 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701, Attention Karen (Huiyun) Mu, by email at kmu@netw1.com, or by calling +1 (800)-886-7007. In addition, copies of the prospectus relating to the Offering may 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 does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.
About Golden Sun Education Group Limited
Established in 1997 and headquartered in Shanghai, China, Golden Sun Education Group Limited is a provider of tutorial services in China with over twenty years of experience providing educational services that focus on the development of each of its student’s strengths and potential, and the promotion of life-long skills and interests in learning. Golden Sun has three tutorial centers, one educational company that partners with high schools to offer language classes to its students, and one logistics company that provides logistic and consulting services. The tutorial centers of Golden Sun focus on different groups of targeted students by offering different tutorial programs. As for foreign language tutoring, Golden Sun offers English, Spanish, German, French and Japanese courses to students who intend to study abroad, individuals seeking jobs that require certain proficiency in these languages, and companies or organizations whose workers need to have certain proficiency in these languages. For more information, visit the Company’s website at ir.jtyjyjt.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Golden Sun Education Group Limited
Investor Relations Department
Email: ir@cngsun.com
Ascent Investors Relations LLC
Tina Xiao
President
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com
Exhibit 99.2
Golden
Sun Education Group Limited Announces Closing of
US$20,240,000 Initial Public Offering and Full Exercise of
Underwriter’s Over-Allotment
Option
Shanghai, China, June 24, 2022 (GLOBE NEWSWIRE) -- Golden Sun Education Group Limited (the “Company” or “Golden Sun”) (Nasdaq: GSUN), a provider of tutorial services in China, today announced the closing of its initial public offering (the “Offering”) of 5,060,000 Class A ordinary shares at a public offering price of US$4.00 per Class A ordinary shares, which included 660,000 Class A ordinary shares issued pursuant to the full exercise of the underwriter’s over-allotment option.
The Company received aggregate gross proceeds of US$20,240,000 from the Offering, before deducting underwriting discounts and other related expenses. The Class A ordinary shares began trading on the Nasdaq Capital Market on June 22, 2022 under the ticker symbol “GSUN.”
Proceeds from the Offering will be used for (i) acquisitions of tutorial centers for non-English foreign language for Gaokao, as well as overseas schools and tutorial centers; (ii) research and development of the courses related to non-English foreign language for Gaokao, and the expansion of the operating center for non-English foreign language for Gaokao; (iii) acquisitions of tutorial centers for language training; (iv) the recruitment and retention of teachers and management personnel; and (v) working capital and other general corporate purposes.
The Offering was conducted on a firm commitment basis. Network 1 Financial Securities, Inc. acted as the sole underwriter and book-running manager for the Offering. Hunter Taubman Fischer & Li LLC acted as the U.S. counsel to the Company, and Sichenzia Ross Ference LLP acted as the U.S. counsel to Network 1 Financial Securities, Inc. in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-255891) and was declared effective by the SEC on June 21, 2022. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Network 1 Financial Securities, Inc., 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701, Attention Karen (Huiyun) Mu, by email at kmu@netw1.com, or by calling +1 (800)-886-7007. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.
About Golden Sun Education Group Limited
Established in 1997 and headquartered in Shanghai, China, Golden Sun Education Group Limited is a provider of tutorial services in China with over twenty years of experience providing educational services that focus on the development of each of its student’s strengths and potential, and the promotion of life-long skills and interests in learning. Golden Sun has three tutorial centers, one educational company that partners with high schools to offer language classes to its students, and one logistics company that provides logistic and consulting services. The tutorial centers of Golden Sun focus on different groups of targeted students by offering different tutorial programs. As for foreign language tutoring, Golden Sun offers English, Spanish, German, French and Japanese courses to students who intend to study abroad, individuals seeking jobs that require certain proficiency in these languages, and companies or organizations whose workers need to have certain proficiency in these languages. For more information, visit the Company’s website at ir.jtyjyjt.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Golden Sun Education Group Limited
Investor Relations Department
Email: ir@cngsun.com
Ascent Investors Relations LLC
Tina Xiao
President
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com