Elate Group (ELGP, ELGPW) has the following:
This is Elate Group, Inc.’s initial public offering. We are offering 1,250,000 units (the “Common Units”), each Common Unit consisting of one share of our Class A common stock, $0.0001 par value per share, and one warrant (the “Warrants”), each whole Warrant exercisable to purchase one share of Class A common stock. We are offering each Common Unit at an initial public offering price of $4.13 per Common Unit.
We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (the “Pre-funded Units”) in lieu of Common Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock. Each Pre-funded Unit will consist of one pre-funded warrant to purchase one share of Class A common stock at an exercise price of $0.001 per share (each a “Pre-funded Warrant”) and one Warrant to purchase one share of Class A common stock. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this offering, minus $0.001.The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The offering also includes the shares of Class A common stock issuable from time to time upon exercise of the Pre-funded Warrants. Neither the Common Units nor the Pre-funded Units will be certificated or issued as standalone securities. For each Pre-funded Unit we sell, the number of Common
Units we are offering will be decreased on a one-for-one basis. The Common Units and Pre-funded Units issued in this offering shall be referred to collectively as “Units.”
The shares of Class A common stock or Pre-funded Warrants, as the case may be, and the Warrants included in the Common Units or the Pre-funded Units, can only be purchased together in this offering as Units, but the securities included in the Common Units or Pre-funded Units are immediately separable and will be issued separately.
The Warrants included within the Common Units and Pre-Funded Units will be exercisable immediately, have an exercise price per share of Class A common stock equal to 100% of the public offering price of one Common Unit, and will expire five years from the date of issuance. The Warrants will be subject to call feature at the option of the Company, (i) during the 60-day period following the issuance date, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $10.33 (250% of the initial exercise price of the Warrants), and (ii) for all other periods for which the Warrants are exercisable, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $8.26 (200% of the initial exercise price of the Warrants) for all and subject to certain other conditions set forth in the Warrants and as further described in “Description of Securities – Warrants and Pre-funded Warrants to be Issued in This Offering”. Such a call feature may reduce the value of the Warrants because it may result in holders no longer having an opportunity to benefit from further increases in the price of our Class A common stock.
This is our initial public offering, and no public market exists for our securities. We are offering each Common Unit at an initial public offering price of $4.13 per Common Unit We have applied to list our Class A common stock and Warrants for trading on the Nasdaq Capital Market (“NASDAQ”) under the symbols “ELGP” and “ELGPW”, respectively. Completion of this offering is contingent on the approval of our listing application for trading of our Class A common stock and Warrants on NASDAQ. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. No assurance can be given that the trading market will develop for the Class A common stock or the Warrants.