Phoenix Energy Announces Notice of Effectiveness of Registration Statement on Form S-1
The registration statement, including the related prospectus, relates to the issuance of up to an aggregate principal amount of $750 million of debt securities that the Company intends to offer on a continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended. As further described in the prospectus, the Company is offering notes with maturities of three, five, seven, or eleven years and with interest rates of 9%, 10%, 11%, or 12% per annum, respectively. The interest is payable either in cash or by adding such interest to the then-outstanding principal amount of the notes.
As a result of the effectiveness of the registration statement, the Company became subject to the reporting obligations of the Securities Exchange Act of 1934, as amended, requiring it to, among other things, file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K with the SEC.
The notes are offered through Dalmore Group, LLC ('Dalmore'), a member of FINRA/ SIPC. Dalmore and Phoenix Energy are not affiliated.
The offering may be made only by means of a prospectus. Before investing, any investor should read the prospectus and the other documents Phoenix Energy has filed with the SEC, which may be obtained for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, a copy of the applicable offering documents may be obtained directly from Phoenix Energy or Dalmore. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale of any security, in any jurisdiction in which such offering, solicitation, or sale would be unlawful. Any offers, solicitations, or offers to buy, or any sales of, these securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Phoenix Energy
Founded in 2019 and headquartered in Irvine, California, Phoenix Energy is an innovative energy company specializing in oil production, mineral rights royalty acquisition, and non-operating working interests. Phoenix Energy's drilling operations are focused on the Williston Basin (North Dakota and Montana), as well as the Powder River and DJ Basins (Wyoming). Its royalty and working interest acquisitions target mineral, leasehold, overriding, and perpetual royalty interests across major U.S. basins, prioritizing asset quality over location.
CONTACTS:
Company: Phoenix Energy One, LLC
Phone: 949-416-5037
Company: Dalmore Group
Phone: 332-239-2407
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Mark Kaley Phoenix Energy 407-394-5881 [email protected]
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We have also continued to advance the integration and application of AI across technology, products, business and operations, achieving positive progress in improving user experience, enhancing commercial product service capabilities and boosting platform operational efficiency. The Company actively places importance on shareholder returns, the board of directors approved the Company's annual dividend policy, and determined this year's dividend amount to be approximately US$80 million; simultaneously announced a share repurchase plan up to US$250 million, hoping to share more benefits of the Company's growth with the market.' Mr. Phil Yu Zhang, Chief Financial Officer of the Company, elaborated, 'In the second quarter, we continued to achieve high-quality growth, with both revenues and profit margins improving, underscoring the effectiveness of our efficient business model and cost management strategies. To enhance trading activity in the Hong Kong market, we completed a share offer in July, with net proceeds amounting to HK$2.2 billion, aiming to attract a more diversified investor base and create value for all our shareholders.' _____________________ 1 Paid enterprise customers are defined as enterprise users and company accounts from which the Company recognizes revenues for online recruitment services.2 Monthly active users refer to the number of verified user accounts, including both job seekers and enterprise users, that logged on to the Company's mobile application in a given month at least once.3 It is a non-GAAP financial measure, excluding the impact of share-based compensation expenses. For more information about the non-GAAP financial measures, please see the section of 'Non-GAAP Financial Measures.' Second Quarter 2025 Financial ResultsRevenues were RMB2,102.4 million (US$293.5 million) for the second quarter of 2025, representing an increase of 9.7% from RMB1,916.7 million for the same quarter of 2024. Revenues from online recruitment services to enterprise customers were RMB2,077.6 million (US$290.0 million) for the second quarter of 2025, representing an increase of 9.8% from RMB1,892.7 million for the same quarter of 2024. This increase was mainly driven by the paid enterprise customer growth. Revenues from other services, which mainly comprise paid value-added services offered to job seekers, were RMB24.8 million (US$3.5 million) for the second quarter of 2025, representing an increase of 3.3% from RMB24.0 million for the same quarter of 2024, mainly benefiting from expanded user operating cost and expenses were RMB1,454.4 million (US$203.0 million) for the second quarter of 2025, representing a decrease of 7.2% from RMB1,566.6 million for the same quarter of 2024. 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The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in announcements made on the website of The Stock Exchange of Hong Kong Limited, in its interim and annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company's beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law. About KANZHUN LIMITED KANZHUN LIMITED operates the leading online recruitment platform BOSS Zhipin in China. The Company connects job seekers and enterprise users in an efficient and seamless manner through its highly interactive mobile app, a transformative product that promotes two-way communication, focuses on intelligent recommendations, and creates new scenarios in the online recruiting process. Benefiting from its large and diverse user base, BOSS Zhipin has developed powerful network effects to deliver higher recruitment efficiency and drive rapid expansion. For investor and media inquiries, please contact: KANZHUN LIMITEDInvestor RelationsEmail: ir@ PIACENTE FINANCIAL COMMUNICATIONSEmail: kanzhun@ LIMITEDUnaudited Condensed Consolidated Statements of Operations(All amounts in thousands, except share and per share data) For the three months ended June 30, For the six months ended June 30, 2024 2025 2024 2025 RMB RMB US$ RMB RMB US$ Revenues Online recruitment services to enterprise customers 1,892,723 2,077,599 290,022 3,576,810 3,978,981 555,444 Others 24,020 24,834 3,467 43,686 46,729 6,523 Total revenues 1,916,743 2,102,433 293,489 3,620,496 4,025,710 561,967 Operating cost and expenses Cost of revenues(1) (316,532 ) (307,457 ) (42,919 ) (611,971 ) (618,265 ) (86,306 ) Sales and marketing expenses(1) (545,169 ) (419,873 ) (58,612 ) (1,124,439 ) (911,100 ) (127,185 ) Research and development expenses(1) (443,729 ) (416,046 ) (58,078 ) (911,298 ) (839,614 ) (117,206 ) General and administrative expenses(1) (261,210 ) (310,974 ) (43,410 ) (531,682 ) (576,485 ) (80,474 ) Total operating cost and expenses (1,566,640 ) (1,454,350 ) (203,019 ) (3,179,390 ) (2,945,464 ) (411,171 ) Other operating income, net 8,506 3,118 435 21,096 10,740 1,499 Income from operations 358,609 651,201 90,905 462,202 1,090,986 152,295 Interest and investment income, net 153,814 156,972 21,912 309,870 306,461 42,780 Foreign exchange gain 63 623 87 93 54 8 Other expenses, net (264 ) (551 ) (77 ) (523 ) (1,168 ) (163 ) Income before income tax expenses 512,222 808,245 112,827 771,642 1,396,333 194,920 Income tax expenses (94,972 ) (97,071 ) (13,551 ) (112,668 ) (173,065 ) (24,159 ) Net income 417,250 711,174 99,276 658,974 1,223,268 170,761 Net loss attributable to non-controlling interests 4,483 5,224 729 7,710 11,264 1,572 Net income attributable to ordinary shareholders of KANZHUN LIMITED 421,733 716,398 100,005 666,684 1,234,532 172,333 Weighted average number of ordinary shares used in computing net income per share — Basic 888,934,440 882,926,914 882,926,914 884,833,645 876,959,135 876,959,135 — Diluted 924,052,158 906,887,558 906,887,558 915,678,778 901,237,045 901,237,045 Net income per ordinary share attributable to ordinary shareholders — Basic 0.47 0.81 0.11 0.75 1.41 0.20 — Diluted 0.46 0.79 0.11 0.73 1.37 0.19 Net income per ADS(2) attributable to ordinary shareholders — Basic 0.95 1.62 0.23 1.51 2.82 0.39 — Diluted 0.91 1.58 0.22 1.46 2.74 0.38 (1) Include share-based compensation expenses as follows: For the three months ended June 30, For the six months ended June 30, 2024 2025 2024 2025 RMB RMB US$ RMB RMB US$ Cost of revenues 11,499 6,896 963 22,416 16,507 2,304 Sales and marketing expenses 71,482 52,356 7,309 141,954 126,593 17,672 Research and development expenses 109,980 78,065 10,897 212,673 166,598 23,256 General and administrative expenses 108,482 92,409 12,900 213,377 171,791 23,981 Total 301,443 229,726 32,069 590,420 481,489 67,213 (2) Each ADS represents two Class A ordinary LIMITEDUnaudited Condensed Consolidated Balance Sheets(All amounts in thousands) As of December 31, 2024 June 30, 2025 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 2,553,090 3,159,506 441,050 Short-term time deposits 5,488,631 5,479,143 764,859 Short-term investments 6,639,389 7,383,188 1,030,653 Accounts and notes receivable, net 40,713 32,126 4,485 Inventories 3,042 2,706 378 Amounts due from related parties 7,258 9,789 1,366 Prepayments and other current assets 368,260 561,419 78,371 Total current assets 15,100,383 16,627,877 2,321,162 Non-current assets Long-term time deposits - 727,360 101,536 Long-term investments 1,914,530 1,879,156 262,320 Property, equipment and software, net 1,733,786 1,514,093 211,359 Right-of-use assets, net 302,856 194,529 27,155 Intangible assets, net 252,589 234,412 32,723 Goodwill 6,528 6,528 911 Total non-current assets 4,210,289 4,556,078 636,004 Total assets 19,310,672 21,183,955 2,957,166 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable 110,668 97,471 13,606 Deferred revenue 3,084,839 3,301,486 460,870 Other payables and accrued liabilities 815,767 708,757 98,939 Operating lease liabilities, current 180,782 130,038 18,153 Total current liabilities 4,192,056 4,237,752 591,568 Non-current liabilities Operating lease liabilities, non-current 121,345 69,448 9,694 Deferred tax liabilities 34,451 39,792 5,555 Total non-current liabilities 155,796 109,240 15,249 Total liabilities 4,347,852 4,346,992 606,817 Total shareholders' equity 14,962,820 16,836,963 2,350,349 Total liabilities and shareholders' equity 19,310,672 21,183,955 2,957,166 KANZHUN LIMITEDUnaudited Condensed Consolidated Statements of Cash Flows(All amounts in thousands) For the three months ended June 30, For the six months ended June 30, 2024 2025 2024 2025 RMB RMB US$ RMB RMB US$ Net cash provided by operating activities 868,556 1,051,896 146,839 1,774,097 2,055,005 286,868 Net cash used in investing activities (72,309 ) (824,453 ) (115,089 ) (595,771 ) (1,503,279 ) (209,850 ) Net cash (used in)/provided by financing activities (81,847 ) 144,272 20,139 (186,425 ) 58,278 8,135 Effect of exchange rate changes on cash and cash equivalents 10,824 (2,629 ) (367 ) 7,530 (3,588 ) (501 ) Net increase in cash and cash equivalents 725,224 369,086 51,522 999,431 606,416 84,652 Cash and cash equivalents at beginning of the period 2,747,166 2,790,420 389,528 2,472,959 2,553,090 356,398 Cash and cash equivalents at end of the period 3,472,390 3,159,506 441,050 3,472,390 3,159,506 441,050 KANZHUN LIMITEDUnaudited Reconciliation of GAAP and Non-GAAP Results (All amounts in thousands, except share and per share data) For the three months ended June 30, For the six months ended June 30, 2024 2025 2024 2025 RMB RMB US$ RMB RMB US$ Income from operations 358,609 651,201 90,905 462,202 1,090,986 152,295 Add: Share-based compensation expenses 301,443 229,726 32,069 590,420 481,489 67,213 Adjusted income from operations 660,052 880,927 122,974 1,052,622 1,572,475 219,508 Net income 417,250 711,174 99,276 658,974 1,223,268 170,761 Add: Share-based compensation expenses 301,443 229,726 32,069 590,420 481,489 67,213 Adjusted net income 718,693 940,900 131,345 1,249,394 1,704,757 237,974 Net income attributable to ordinary shareholders of KANZHUN LIMITED 421,733 716,398 100,005 666,684 1,234,532 172,333 Add: Share-based compensation expenses 301,443 229,726 32,069 590,420 481,489 67,213 Adjusted net income attributable to ordinary shareholders of KANZHUN LIMITED 723,176 946,124 132,074 1,257,104 1,716,021 239,546 Weighted average number of ordinary shares used in computing adjusted net income per share (Non-GAAP) — Basic 888,934,440 882,926,914 882,926,914 884,833,645 876,959,135 876,959,135 — Diluted 924,052,158 906,887,558 906,887,558 915,678,778 901,237,045 901,237,045 Adjusted net income per ordinary share attributable to ordinary shareholders — Basic 0.81 1.07 0.15 1.42 1.96 0.27 — Diluted 0.78 1.04 0.15 1.37 1.90 0.27 Adjusted net income per ADS attributable to ordinary shareholders — Basic 1.63 2.14 0.30 2.84 3.91 0.55 — Diluted 1.57 2.09 0.29 2.75 3.81 0.53 Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
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