PN Smart Energy Ltd (PN) Form 424B5 — Aug 10, 2026

$PNForm 424B5Filed Aug 10, 2026, 3:23 PM ET0001929980-26-000436Original filing

PN Smart Energy Limited (Nasdaq: PN) priced a registered direct offering of 854,000 Class A ordinary shares at $3.00 per share plus pre-funded warrants for up to 881,000 more shares at $2.998, for gross proceeds of $5,205,000 and estimated net proceeds of approximately $4.67 million after a 7% placement fee to sole agent FT Global Capital. There is no minimum closing amount, so actual proceeds may be substantially lower. The $3.00 price sits about 6.5% below the $3.21 Nasdaq close on August 7, 2026, and full warrant exercise would lift the total share count roughly 12.5% to 15,635,025 Class A and B shares.

Key figures

Cash Position: $4,882,622 cash and equivalents (plus $2,746,444 restricted cash) as of March 31, 2026
Gross Proceeds: 5205000
Offering Price: 3
Shares Offered: 854,000 Class A Ordinary Shares plus pre-funded warrants for up to 881,000 additional Class A Ordinary Shares
Shares Outstanding: 13,900,025 total (7,744,775 Class A + 6,155,250 Class B) before the offering; 15,635,025 total assuming full warrant exercise
Public Float: $24.9 million (7,744,775 non-affiliate Class A shares at $3.21)
Fy2025 Revenue: 63311196
Placement Agent Fee: $364,350 (7.0% of gross proceeds) to FT Global Capital
Net Proceeds Estimate: approximately $4.67 million per offering summary and capitalization table; Use of Proceeds section states approximately $4.48 million
Pipe Financings May2026: $6.6 million aggregate (1,694,000 shares at ~$1.77 and 1,685,000 shares at ~$2.14)
Pre Funded Warrant Price: 2.998
Weiqi Huang Voting Power: ~96.5% pre-offering; ~96.2% post-offering (95.8% if warrants fully exercised)
Last Sale Price Aug7 2026: 3.21
Proceeds Before Expenses: 4840650
Pro Forma Cash After Offering: 16860416
Dilution Per Share New Investors: 0.07
Placement Agent Reimbursements: up to $30,000 non-accountable expense allowance plus up to $25,000 legal fees
Pre Funded Warrant Exercise Price: 0.002
Nanjing Cesun Acquisition May2026: $20.2 million consideration settled with 4,904,000 Class B and 3,079,000 Class A shares for remaining 56.0% stake
Pro Forma As Adjusted NTBVPer Share: 2.93
Historical NTBVPer Share Mar31 2026: 12.51

Price after filing

1 day: -3.8%7 days: -10.8%30 days: -22.9%

Close on the filing date to close N calendar days later (from $3.15). Historical, not a forecast.

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