Registration of Additional Securities (up to 20%, Foreign Issuer) (f-1mef)
27 May 2021 - 9:55PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on May 27, 2021.
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EZGO
Technologies Ltd.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
British
Virgin Islands
|
|
3751
|
|
Not
Applicable
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(Primary
Standard Industrial
Classification Code Number)
|
|
(I.R.S.
Employer
Identification No.)
|
Building
#A, Floor 2, Changzhou Institute of Dalian University of Technology,
Science
and Education Town,
Wujin
District, Changzhou City
Jiangsu,
China 213164
Tel: + 86 51983683805
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi&
Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Richard
I. Anslow, Esq.
Lijia Sanchez, Esq.
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
|
|
Richard
A. Friedman, Esq.
Stephen
A. Cohen, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza, 39th Floor
New
York, NY 10174
Phone:
(212) 653-8600
Fax:
(212) 653-8601
|
Approximate
date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☒ 333-256311
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
|
|
Proposed
Maximum
Aggregate
Offering
Price(1) (2)
|
|
|
Amount of
Registration
Fee
|
|
Units (5)
|
|
$
|
1,999,998.00
|
|
|
$
|
218.20
|
|
Ordinary shares, par value US$0.001 per share (3)
|
|
|
-
|
|
|
|
-
|
|
Warrant to purchase ordinary shares (3)
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares issuable upon exercise of the warrants
|
|
$
|
1,399,998.60
|
|
|
$
|
152.74
|
|
Placement agent warrants (4)
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares issuable upon exercise of the placement agent warrants (4)
|
|
$
|
124,999.88
|
|
|
$
|
13.64
|
|
Total
|
|
$
|
3,524,996.48
|
|
|
$
|
384.58
|
(6)
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee.
|
(2)
|
Represents
only the additional number of securities being registered. Does not include the securities that the Registrant previously registered
on the Registration Statement on Form F-1 (File No. 333-256311).
|
(3)
|
Included
in the price of the units. No separate registration fee is required pursuant to Rule 457(i) under the Securities Act.
|
(4)
|
Estimated
solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have calculated
the proposed maximum aggregate offering price of the ordinary shares underlying the placement agent warrants by assuming that such
warrants are exercisable at a price per share equal to 125% of the assumed price of $5.18 per share.
|
(5)
|
Each
unit includes (i) one ordinary share and (ii) and one warrant to purchase 0.7 ordinary share.
|
(6)
|
The
Registrant previously registered securities having a proposed maximum aggregate offering price of $17,625,000.63 on its Registration
Statement on Form F-1, as amended (File No. 333-256311), which was declared effective by the Securities and Exchange Commission on
May 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum
offering price of $3,524,996.48 is hereby registered.
|
The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement on Form F-1 is being filed with respect to the registration of (i) 386,100 additional units of EZGO Technologies
Ltd., a Cayman Islands exempted company (the “Registrant”), each consisting of one ordinary share and one warrant to purchase
0.7 ordinary share, (ii) placement agent warrants to purchase 19,305 ordinary shares of the Registrant and (iii) 19,305 ordinary shares
of the Registrant underlying the placement agent warrants, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form F-1,
as amended (File No. 333-256311) (the “Prior Registration Statement”), initially filed by the Registrant on May 20, 2021
and declared effective by the Securities and Exchange Commission (the “Commission”) on May 26, 2021. The required opinions
of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents
of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The
Registrant hereby certifies that its agent (i) has instructed its bank to transmit to the Commission the filing fee set forth on the
cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as
practicable (but no later than the close of business on May 27, 2021), (ii) will not revoke such instructions, (iii) has sufficient funds
in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during
the bank’s regular business hours no later than May 27, 2021.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a)
Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form F-1 (SEC File No. 333-256311) are
incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are
filed herewith, as part of this Registration Statement:
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Changzhou, Jiangsu, China, on May 27, 2021.
|
EZGO
Technologies Ltd.
|
|
|
|
By:
|
/s/
Jianhui Ye
|
|
|
Name:
|
Jianhui
Ye
|
|
|
Title:
|
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Jianhui Ye
|
|
Chairman
and Chief Executive Officer
|
|
May
27, 2021
|
Jianhui
Ye
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Jingyan Wu
|
|
Chief
Financial Officer
|
|
May
27, 2021
|
Jingyan
Wu
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Di Wu
|
|
Director
|
|
May
27, 2021
|
Di
Wu
|
|
|
|
|
|
|
|
|
|
/s/
Junying Sun
|
|
Director
|
|
May
27, 2021
|
Junying
Sun
|
|
|
|
|
|
|
|
|
|
/s/
Robert Johnson
|
|
Director
|
|
May
27, 2021
|
Robert
Johnson
|
|
|
|
|
|
|
|
|
|
/s/
Guanneng Lai
|
|
Director
|
|
May
27, 2021
|
Guanneng
Lai
|
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of EZGO Technologies
Ltd. has signed this registration statement or amendment thereto in Newark, Delaware on May 27, 2021.
|
Puglisi
& Associates
|
|
|
|
By:
|
/s/
Donald J. Puglisi
|
|
|
Name:
|
Donald
J. Puglisi
|
|
|
Title:
|
Managing
Director
|
EZGO Technologies (NASDAQ:EZGO)
Historical Stock Chart
From Jun 2024 to Jul 2024
EZGO Technologies (NASDAQ:EZGO)
Historical Stock Chart
From Jul 2023 to Jul 2024