424b5 1 ea0208965-424b5_kukemusic.htm prospectus supplement filed pursuant to rule 424(b)(5)registration no. 333-267655 prospectus supplement(to prospectus dated march 6, 2023) kuke music holding limited $1,142,500 convertible note due july 5, 2025 and up to 5,000,000 class a ordinary shares issuable upon conversion of the convertible note, and950,000 american depositary sharesrepresenting 950,000 class a ordinary shares we are offering (i) $1,142,500 convertible note due july 5, 2025 (the “note”), (ii) up to 5,000,000 class a ordinary shares, par value $0.001 per share (referred to hereinafter as the “ordinary share”) issuable upon conversion of the note and (iii) 950,000 american depositary shares (the “adss”) at a price of $0.001 per share directly to certain investor (the “investor”), pursuant to this prospectus supplement and the accompanying prospectus. each ads represents one (1) class a ordinary share. see “description of ordinary shares” in the accompanying prospectus for more information. we have not retained a broker, dealer, underwriter or placement agent with respect to this offering and therefore are not paying any underwriting discounts or commissions. we estimate the total proceeds of this offering will be approximately $1.0 million. the note will mature on july 5, 2025 (the “maturity date”) unless earlier converted or prepaid, and will be issued with 8% original issue discount to the investor on or around july 5, 2024; interest of 8% per annum will start accruing on july 5, 2024 and will be payable on the maturity date. the note is unsecured. the note will be convertible, at the investor’s sole election, at the lower of (i) $1.43832, as may be adjusted from time to time pursuant to the terms set forth in the note or (ii) a price equal to 85% of the lowest daily vwap (as defined herein) in the ten (10) trading day (as defined herein) period immediately preceding the applicable measurement date, in each case less $0.05 (the “conversion price”). so long as no event of default (as defined herein) has occurred, we will have the right, exercisable on not less than ten (10) trading days’ prior written notice to the investor, to prepay the outstanding balance of the note, in part or in full, in accordance with the terms of the note. our ordinary shares are represented by adss listed on the new york stock exchange, or nyse, under the symbol “kuke”. on june 28, 2024, the last reported sale price of our adss on nyse was $1.34 per share. during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we issued and sold a total of $4.5 million of securities pursuant to general instruction i.b.5. of form f-3 and we may sell up to $21 million of our ordinary shares hereunder. investing in our securities involves risks. see the “risk factors” section contained in this prospectus, the applicable prospectus supplement and the documents we incorporate by reference in this prospectus to read about factors you should consider before investing in these securities. in addition, see “risk factors” in our annual report on form 20-f for the year ended december 31, 2023, which has been filed with the securities and exchange commission and is incorporated by reference into this prospectus supplement and the accompanying prospectus. you should carefully consider these risk factors, as well as the information contained in this prospectus supplement and the accompanying prospectus, before you invest. we expect to deliver the note and the adss against payment on or about july 5, 2024. neither the securities and exchange commission, or the sec, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. any representation to the contrary is a criminal offense. the date of this prospectus supplement is july 5, 2024. table of contents prospectus supplement pageabout this prospectus supplement s-iistatement regarding forward-looking information s-iiiprospectus supplement summary s-1the offering s-3risk factors s-4use of proceeds s-7description of securities s-8plan of distribution s-11legal matters s-12experts s-12where you can find more information s-12incorporation of certain information by reference s-13 prospectus about this prospectusiiprospectus summary1incorporation of documents by reference20special note regarding forward-looking statements21risk factors22use of proceeds34description of the securities35description of share capital36description of american depositary shares48description of preferred shares56description of debt securities57description of warrants59description of units61plan of distribution62taxation