As filed with the Securities and Exchange
Commission on July 7, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MMTEC, Inc.
(Exact name of Registrant as Specified
in its Charter)
British
Virgin Islands
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Not
applicable
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(State or other jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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c/o Gujia (Beijing) Technology Co.,
Ltd.,
AF, 16/F, Block B, Jiacheng Plaza,
18 Xiaguangli, Chaoyang District, Beijing,
100027
People’s Republic of China
Tel: +86 10 5617 2312
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Authorized U.S. Representative
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
Telephone: (800) 927-9800
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino, Esq.
Alec Orudjev, Esq.
Schiff Hardin LLP
901 K Street, NW, Suite 700, Washington,
DC 20001
Tel: 202-724-6848
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, please
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, please 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(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 registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that
prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be
registered
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Proposed
maximum
aggregate
offering
price(1)(2)(3)
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Amount of
registration
fee(1)(4)
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Common Shares, par value $0.001 per share
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Warrants
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Debt Securities
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Units
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Total
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$
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25,000,000
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$
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3,245
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(1)
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The registrant is hereby registering such indeterminate number
or amount, as the case may be, of the securities of each identified class as may from time to time be offered at indeterminate
prices, with a total aggregate principal amount or initial purchase price not to exceed $25,000,000. Securities registered hereby
may be offered for U.S. dollars or the equivalent thereof in foreign currencies. Securities registered hereby may be sold
separately or in combination with other securities registered hereby.
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(2)
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The securities being registered hereby may be convertible into
or exchangeable or exercisable for other securities of any identified class. In addition to the securities that may be issued
directly under this registration statement, there is being registered hereunder such indeterminate aggregate number or amount,
as the case may be, of the securities of each identified class as may from time to time be issued upon the conversion, exchange,
settlement or exercise of other securities offered hereby. Separate consideration may or may not be received for securities
that are issued upon the conversion or exercise of, or in exchange for, other securities or that are issued in units.
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(3)
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Estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(o) under the Securities Act, and exclusive of accrued interest, distributions and dividends, if any.
The proposed maximum offering price will be determined from time to time in connection with the issuance of the securities
registered hereunder.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
July 7, 2020
PROSPECTUS
MMTEC, Inc.
$25,000,000
Common Shares
Warrants
Debt Securities
Units
We may offer and sell
from time to time up to an aggregate of $25,000,000 of common shares (issued separately or upon exercise of warrants), warrants, debt
securities, and units of the Company’s securities. The specific terms of any securities offered
will be described in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement
carefully before you purchase our securities. This prospectus may not be used to offer securities unless accompanied by a prospectus
supplement.
We may offer and sell
these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution. If underwriters,
dealers and agents are used to sell these securities, we will name them and describe their compensation in a prospectus supplement.
Our outstanding shares
are listed for trading on the NASDAQ Stock Market, or NASDAQ, under the symbol “MTC”. On June 30, 2020, the closing
price of our shares on the NASDAQ Stock Market was $1.35 per share. There is currently no established trading market through which
the securities, other than the shares, may be sold and purchasers may not be able to resell the securities purchased under this
prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading
prices, the liquidity of the securities and the extent of issuer regulation.
So long as the aggregate
market value worldwide of our outstanding common equity held by non-affiliates, or public float, is less than $75 million,
the aggregate market value of securities sold by us under this prospectus during the period of 12 calendar months immediately preceding
the date of sale may be no more than one-third of our public float. Our public float, as calculated in accordance with General
Instruction I.B.5 of Form F-3, was approximately $11.33 million as of June 30, 2020. We have not sold any securities pursuant to
General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
Investing in our securities
involves risks. Prior to purchasing our securities, you should carefully consider the risk factors that will be described in any
applicable prospectus supplement and the risk factors described in our filings with the Securities and Exchange Commission, or
the SEC, as explained under the heading “Risk Factors” on page 5 of this prospectus.
Neither the SEC, nor any securities
commission of any state of the United States or any Canadian securities regulator has approved or disapproved the securities offered
hereby or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The date of this prospectus is , 2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
a part of a registration statement that we have filed with the SEC utilizing a “shelf” registration process. Under
this shelf registration process, we may sell the securities described in this prospectus in one or more offerings up to a total
dollar amount of initial aggregate offering price of US$25,000,000. This prospectus provides you with a general description of the securities
that we may offer. Each time we sell securities under this process, we will provide a prospectus supplement that will contain
specific information about the terms of that offering, including a description of any risks relating to the offering if those
terms and risks are not described in this prospectus. A prospectus supplement may also add, update, or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement,
you should rely on the information in the prospectus supplement.
Before investing in
our securities, please carefully read both this prospectus and any prospectus supplement together with the documents incorporated
by reference into this prospectus, as listed under “Documents Incorporated by Reference,” and the additional information
described below under “Where You Can Find More Information.”
We may sell securities
to or through underwriters or dealers, and we may also sell securities directly to other purchasers or through agents. To the
extent not described in this prospectus, the names of any underwriters, dealers, or agents employed by us in the sale of the securities
covered by this prospectus, the principal amounts or number of shares or other securities, if any, to be purchased by such underwriters
or dealers, and the compensation, if any, of such underwriters, dealers, or agents will be described in a prospectus supplement.
Owning securities
may subject you to tax consequences in the United States. This prospectus or any applicable prospectus supplement may not describe
these tax consequences fully. You should read the tax discussion in any prospectus supplement with respect to a particular offering
and consult your own tax advisor with respect to your own particular circumstances.
You should rely only
on the information contained in or incorporated by reference into this prospectus or a prospectus supplement. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law. This
prospectus is not an offer to sell the securities and is not soliciting an offer to buy the securities in any jurisdiction where
the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to
whom it is not permitted to make such offer or sale. You should assume that the information contained in this prospectus and in
any applicable prospectus supplement is accurate only as of the date on the front cover of this prospectus or prospectus supplement,
as applicable, and the information incorporated by reference into this prospectus or any prospectus supplement is accurate only
as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since that date.
This prospectus and
the documents incorporated by reference into this prospectus contain company names, product names, trade names, trademarks and
service marks of MTC and other organizations, all of which are the property of their respective owners. We own or have rights
to trademarks, service marks or trade names that we use in connection with the operation of our business. Solely for convenience,
the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed without the ©, ® and
TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors
to these trademarks, service marks and tradenames.
In this prospectus,
unless the context otherwise requires, references to “MTC,” the “company,” “we,” “us”
or “our” refer to MMTEC, Inc.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed with
the SEC a registration statement on Form F-3, of which this prospectus forms a part. This prospectus does not contain all the
information set out in the registration statement. For further information about us and the securities, please refer to the registration
statement, including the exhibits to the registration statement. The exhibits to the registration statement provide more details
of the matters discussed in this prospectus.
We are subject to
the informational requirements of the Securities Exchange Act of 1934, or the Exchange Act, and we file reports and other information
with the SEC. You may read and copy any of our reports and other information at, and obtain copies upon payment of prescribed
fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. In addition, the SEC maintains
a web site that contains reports and other information regarding registrants that file electronically with the SEC at www.sec.gov.
The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
As a foreign private
issuer, we are exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of
proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange
Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities
are registered under the Exchange Act. We file with the SEC an Annual Report on Form 20-F containing financial statements audited
by an independent registered public accounting firm.
We are also subject
to the full informational requirements of the securities commissions in all provinces of Canada, and you are also invited to read
and copy any reports, statements or other information, other than confidential filings, that we file with the Canadian provincial
securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis
and Retrieval at www.sedar.com, the Canadian equivalent of the SEC’s electronic document gathering and retrieval
system.
DOCUMENTS
INCORPORATED BY REFERENCE
The SEC allows us
to “incorporate by reference” into this prospectus the documents we file with, or furnish to, them, which means that
we can disclose important information to you by referring you to these documents. The information that we incorporate by reference
into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically updates and
supersedes any information in this prospectus. We incorporate by reference into this prospectus the documents listed below:
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our Annual Report on Form 20-F for the fiscal year ended December
31, 2019;
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the description of our shares set forth in our registration
statement on Form F-1 (File No. 333-227934) filed with the SEC on October 22, 2018 and declared effective on December
26, 2018, and our Form 8-A filed with the SEC on December 18, 2018, including any amendment or report filed for the purpose
of updating that description; and
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All documents filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering of the securities offered by this prospectus are incorporated by reference into this prospectus
and form part of this prospectus from the date of filing or furnishing of these documents. Any documents that we furnish to the
SEC on Form 6-K subsequent to the date of this prospectus will be incorporated by reference into this prospectus only
to the extent specifically set forth in the Form 6-K.
Any statement contained
in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus, in one of those other documents or in any other later
filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any such statement
so modified shall not be deemed, except as so modified, to constitute a part of this prospectus. Any such statement so superseded
shall be deemed not to constitute a part of this prospectus.
Any person receiving
a copy of this prospectus, including any beneficial owner, may obtain without charge, upon written or oral request, a copy of
any of the documents incorporated by reference into this prospectus, except for the exhibits to those documents unless the exhibits
are specifically incorporated by reference into those documents. Requests should be directed to our principal executive office,
AF, 16/F, Block B, Jiacheng Plaza, 18 Xiaguangli, Chaoyang District, Beijing, 100027, People’s Republic of China.
SUMMARY
This summary does not contain all of
the information about our company that may be important to you and your investment decision. You should carefully read the entire
prospectus and the applicable prospectus supplement, including the section entitled “Risk Factors” as well as the
risk factors described in the documents incorporated by reference into this prospectus and the applicable prospectus supplement,
before making an investment decision.
Our Company
MMTEC, INC. (“MMTEC”)
was founded on January 4, 2018 under the laws of the British Virgin Islands (“BVI”). Our main operations are conducted
through and by the People’s Republic of China based operating entity, Gujia (Beijing) Technology Co., Ltd., based in Beijing,
China. On April 20, 2018, we incorporated MM Fund Services Limited for the purpose of providing administration services to the
private equity funds industry. On May 28, 2018 and August 8, 2018, we incorporated MM Capital Management Limited and MM Fund SPC,
respectively, for the purpose of providing assets management and investment services to clients. On March 19, 2018, MMTEC acquired
a wholly owned subsidiary, MM Future Technology Limited. MM Future was incorporated in Hong Kong on October 31, 2017 for the purpose
of being a holding company for the equity interest in Gujia. In addition, in 2019, we acquired all of the outstanding securities
of MMBD Trading Limited 2019. MMBD Trading acquired a wholly owned subsidiary, MM Global Securities, INC. on August 16, 2017. MM
Global located in New York, NY. MM Global changed its corporate name from “MM IGlobal, INC” to “MM Global Securities,
Inc.” effective as of February 25, 2019. On March 15, 2019, we incorporated MM Global Capital Limited, a new wholly subsidiary
of the Company organized under the BVI laws. On July 9, 2019, we acquired 49% of a Newly-Formed Entity called Xchain Fintech PTE.LTD.,
a Singapore company, for the purpose of providing technical support for the construction and development of a new solutions for
the existing problems of the traditional financial industry, the difficulty experienced by investors in investing and allocating
investment assets globally, and the protection of funds and investments by using advanced technologies, such as artificial intelligence,
big data analysis and blockchain. We have developed and deployed a series of platforms which comprise a business chain that enables
PRC-based hedge funds, mutual funds, registered investment advisors, proprietary trading groups, and brokerage firms to engage
in securities market transactions and settlements globally. We acquired all outstanding securities of MMBD Investment Advisory
Company Limited on March 23, 2020. MMBD Advisory was formed in January 2018 in the U.S. and is registered as an investment advisor
firm under the laws of the State of New York on May 7, 2018.
We conduct our business
through and based on distinct yet integrated business systems designed to provide support for our (i) Securities Dealers Trading
System (securities registration and clearing, account management, risk management, quick trading and execution, and third party
access middleware), (ii) Private Fund Investment Management System (multi-account management, fund valuation, risk management,
quantitative trading access, liquidation and requisition management) and (iii) Mobile Transaction Individual Client System and
PC Client System (Apple IOS, Android, PC, Web). We assist PRC-based financial institutions taking part in the overseas securities
trading markets by providing them comprehensive Internet-based securities solutions. These PRC financial institutions, along with
Hong Kong broker-dealer customers, may “white label” our trading interface (i.e., put their logos on it, make our
trading interface available to their customers without referencing our name, as if it was developed by them in-house), or they
can select from among our modular functionalities, such as order routing, trade reporting or clearing on specific products or
exchanges where they may not have up-to-date technology to offer their customers a comprehensive range of services and products.
We also help PRC-based hedge funds, mutual funds, proprietary trading groups to speed up their integration into the overseas market
and offer them additional services, such as fund establishment, issuance, custody, transaction and settlement. We also provide
a series of IR solutions service for China Concepts Stock companies, help maintain the relationship between listed companies and
the company’s equity, debt investors or potential investors. We provide our clients across all industries, sectors, and
regions with strategic actionable intelligence and visibility into the capital markets for the long term.
Corporate Information
Our principal executive
office is located at the c/o Gujia (Beijing) Technology Co., Ltd., AF, 16/F, Block B, Jiacheng Plaza, 18 Xiaguangli, Chaoyang
District, Beijing, 100027, People’s Republic of China; Tel: +86 10 5617 2312. Our website is http://www.51mm.com. The
information on our website is not part of this prospectus.
RISK FACTORS
An investment in our
securities involves a high degree of risk and should be considered speculative. An investment in our securities should only be
undertaken by those persons who can afford the total loss of their investment. You should carefully consider the risks and uncertainties
described under “Item 3D. Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019
which section is incorporated by reference herein, and the other information contained in this prospectus, as updated by
our subsequent filings under the Exchange Act and the risk factors and other information contained in any applicable prospectus
supplement, before purchasing any of our securities. Additional risks and uncertainties not presently known to us or that we believe
to be immaterial may also adversely affect our business. If any of these risks actually occur, our business, financial condition,
prospects, results of operations or cash flow could be materially and adversely affected and you could lose all or a part of the
value of your investment.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including
the documents incorporated by reference herein, contains information that may be forward-looking statements within the meaning
of applicable securities laws. All statements other than statements of historical fact are “forward-looking statements”
including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives
of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding
future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives,
and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”,
“could”, “would”, “predicts”, “potential”, “continue”, “expects”,
“anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”
and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are
necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual
results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements
described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking
statements, including with respect to correct measurement and identification of factors affecting our business or the extent of
their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which
our business strategy is based on the success of our business.
Forward-looking statements
should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether,
or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available
at the time those statements are made and management’s belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested
by the forward-looking statements.
EXCHANGE RATE INFORMATION
Our business is conducted
in China, and the financial records of Gujia are maintained in RMB, its functional currency. However, we use the U.S. dollar as
our reporting currency; therefore, periodic reports made to shareholders will include current period amounts translated into U.S.
dollars using the then-current exchange rates. Our financial statements have been translated into U.S. dollars in accordance with
Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Matters.” We have translated our asset
and liability accounts using the exchange rate in effect at the balance sheet date. We translated our statements of operations
using the average exchange rate for the period. We reported the resulting translation adjustments under other comprehensive (loss)
income. The consolidated balance sheet amounts, with the exception of equity at December 31, 2019, 2018 and 2017 were translated
at RMB 6.9762, RMB 6.8632 and RMB 6.5342 to $1.00, respectively. The equity accounts were stated at their historical rate. The
average translation rates applied to consolidated statements of operations and cash flows for the years ended December 31, 2019,
2018 and 2017 were RMB 6.8985, RMB 6.6174 and RMB 6.7518 to $1.00, respectively.
We make no representation
that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any
particular rate, or at all. The Chinese government imposes control over its foreign currency reserves in part through direct regulation
of the conversion of RMB into foreign exchange and through restrictions on foreign trade.
The following table
sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.
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Spot Exchange Rate
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Period
Ended
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Average
(1)
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Low
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High
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Period
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(RMB per US$1.00)
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2016
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6.9370
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6.6423
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6.4565
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6.9508
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2017
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6.5342
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6.7518
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6.4997
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6.9526
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2018
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6.8632
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6.6174
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6.2764
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6.9431
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2019
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6.9762
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6.8985
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6.6850
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7.0884
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January
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6.8876
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6.9172
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6.8606
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6.9718
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February
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7.0066
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6.9923
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6.9249
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7.0246
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March
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7.0851
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7.0119
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6.9260
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7.0999
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April
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7.0571
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7.0686
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7.0300
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7.1104
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May
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7.1316
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7.0986
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7.0690
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7.1316
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June
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7.0795
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7.0867
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7.0555
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7.1315
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(1)
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Annual and monthly (where applicable) averages were calculated by using the average of the
midpoint exchange rate of each day during the relevant period.
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Source: http://www.safe.gov.cn/safe/rmbhlzjj/index.html.
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, the net proceeds that we receive from the sale of the securities offered by this prospectus will be
used by us for working capital and general corporate purposes. We have not allocated any portion of the net proceeds for any particular
use as of the date of this prospectus. The net proceeds may be invested temporarily until they are used for their stated purpose.
Specific information concerning the use of proceeds from the sale of any securities will be included in the prospectus supplement
relating to such securities.
PRICE RANGE OF COMMON
SHARES AND TRADING MARKETS
The following
table sets forth, for the months indicated and through June 29, 2020, the monthly high and low sale prices for our shares, as
reported on NASDAQ Stock Market. The closing price for the Company’s securities on June 29, 2020 was $1.4 per
share.
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Price Per Share of Common
Shares:
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Monthly highs and lows
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High
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Low
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January 2020
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$
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2.95
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$
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1.86
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February 2020
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$
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2.08
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$
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1.34
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March 2020
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$
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1.60
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$
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0.64
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April 2020
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$
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1.48
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$
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0.82
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May 2020
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$
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2.37
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$
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0.92
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June 2020 (through June 29, 2020)
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$
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7.70
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$
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1.21
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DESCRIPTION OF COMMON
SHARES
Overview
We were incorporated
as a BVI business company under the BVI Business Companies Act, 2004 as amended, in the BVI on January 4, 2018 under the name
“MMTEC, INC.” We are authorized to issue a maximum of 500,000,000 common shares, of US$0.001 par value each.
General
All of our issued
common shares are fully paid and non-assessable. Certificates evidencing the common shares are issued in registered form. Our
shareholders who are non-residents of the BVI may freely hold and vote their common shares.
As of the date hereof,
there are 56,070,000 shares of common stock issued and 20,070,000 shares of common stock outstanding.
The holders of our
common shares are entitled to such dividends as may be declared by our Board of Directors subject to the BVI Act.
Any action required
or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on
such action or may be effected by a resolution in writing. At each meeting of shareholders, each shareholder who is present in
person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one
vote for each common share that such shareholder holds.
There are no pre-emptive
rights applicable to the issue by us of new common shares under either BVI law or our Memorandum and Articles of Association.
Subject to the restrictions
in our Memorandum and Articles of Association, the lock-up agreements with our underwriters described in “Common Shares
Eligible for Future Sale—Lock-Up Agreements” and applicable securities laws, any of our shareholders may transfer
all or any of his or her common shares by written instrument of transfer signed by the transferor and containing the name and
address of the transferee. Our Board of Directors may resolve by resolution to refuse or delay the registration of the transfer
of any common share. If our Board of Directors resolves to refuse or delay any transfer, it shall specify the reasons for such
refusal in the resolution. Our directors may not resolve or refuse or delay the transfer of a common share unless: (a) the person
transferring the common shares has failed to pay any amount due in respect of any of those common shares; or (b) such refusal
or delay is deemed necessary or advisable in our view or that of our legal counsel in order to avoid violation of, or in order
to ensure compliance with, any applicable, corporate, securities and other laws and regulations.
As permitted by BVI
law and our Memorandum and Articles of Association, the company may be voluntarily liquidated by a resolution of members or, if
permitted under section 199(2) of the BVI Act, by a resolution of directors if we have no liabilities or we are able to pay our
debts as they fall due and the value of our assets equals or exceeds our liabilities by resolution of directors and resolution
of shareholders.
Our Board of Directors
may, on the terms established at the time of the issuance of such common shares or as otherwise agreed, make calls upon shareholders
for any amounts unpaid on their common shares in a notice served to such shareholders at least 14 days prior to the specified
time of payment. The common shares that have been called upon and remain unpaid are subject to forfeiture. For the avoidance of
doubt, if the issued common shares have been fully paid in accordance with the terms of its issuance and subscription, the Board
of Directors shall not have the right to make calls on such fully paid common shares and such fully paid common shares shall not
be subject to forfeiture.
Subject to the provisions
of the BVI Act, we may issue common shares on terms that are subject to redemption, at our option or at the option of the holders,
on such terms and in such manner as may be determined by our Memorandum and Articles of Association and subject to any applicable
requirements imposed from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange
on which our securities are listed.
We may from time to
time by a resolution of shareholders or resolution of our Board of Directors:
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amend
our Memorandum of Association to increase or decrease the maximum number of common shares
we are authorized to issue,
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subject
to our Memorandum of Association, subdivide our authorized and issued common shares into
a larger number of common shares then our existing number of common shares, and
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subject
to our Memorandum of Association, consolidate our authorized and issued shares into a
smaller number of common shares.
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Our Memorandum and
Articles of Association authorizes our Board of Directors to issue additional common shares from authorized but unissued common
shares, to the extent available, from time to time as our Board of Directors shall determine.
Indemnification of directors and executive
officers and limitation of liability
BVI law does not limit
the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any provision providing indemnification may be held by the BVI courts to be contrary to public policy, such as to
provide indemnification against civil fraud or the consequences of committing a crime. Under our Memorandum and Articles of Association,
we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably
incurred in connection with legal, administrative or investigative proceedings for any person who:
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is
or was a party or is threatened to be made a party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by reason of the
fact that the person is or was our director; or
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was,
at our request, serving as a director or officer of, or in any other capacity is or was
acting for, another body corporate or a partnership, joint venture, trust or other enterprise.
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These indemnities
only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings,
the person had no reasonable cause to believe that his conduct was unlawful.
This standard of conduct
is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the
foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable
Some provisions of
our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that
shareholders may consider favorable. However, under BVI law, our directors may only exercise the rights and powers granted to
them under our Memorandum and Articles of Association, as amended and restated from time to time, as they believe in good faith
to be in the best interests of our company.
Vstock Transfer is
our company’s stock transfer agent. Vstock’s contact information is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere,
NY 11598, tel. (212) 828-8436.
DESCRIPTION OF WARRANTS
We may issue warrants
for the purchase of common shares. Warrants may be offered separately or together with other securities offered by this prospectus,
as the case may be. Unless the applicable prospectus supplement otherwise indicates, each series of warrants will be issued under
a separate warrant agreement to be entered into between us and one or more banks or trust companies acting as warrant agent. The
applicable prospectus supplement will include details of the warrant agreements covering the warrants being offered. The warrant
agent will act solely as our agent and will not assume a relationship of agency with any holders of warrant certificates or beneficial
owners of warrants.
The following sets
forth certain general terms and provisions of the warrants offered under this prospectus. The specific terms of the warrants,
and the extent to which the general terms described in this section apply to those warrants, will be set forth in the applicable
prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.
The particular terms
of each issue of warrants will be described in the related prospectus supplement. This description will include some or all of
the following:
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the designation and aggregate number of warrants;
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the price at which the warrants will be offered;
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the currency or currencies in which the warrants will be offered;
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the designation and terms of our common shares purchasable upon
exercise of the warrants;
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the date on which the right to exercise the warrants will commence
and the date on which the right will expire;
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the number of common shares that may be purchased upon exercise
of each warrant and the price at which and currency or currencies in which our common shares may be purchased upon exercise
of each warrant;
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the designation and terms of any securities with which the warrants
will be offered, if any, and the number of the warrants that will be offered with each security;
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the date or dates, if any, on or after which the warrants and
the related securities will be transferable separately;
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if applicable, whether the warrants will be subject to redemption
or call and, if so, the terms of such redemption or call provisions;
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material United States and Canadian tax consequences of owning
the warrants; and
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any other material terms or conditions of the warrants.
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Each warrant will
entitle the holder to purchase common shares, as specified in the applicable prospectus supplement at the exercise price that
we describe therein. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise
the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
DESCRIPTION OF DEBT
SECURITIES
This description is
a summary of the material provisions of the debt securities and the related indenture. We urge you to read the form of indenture
filed as an exhibit to the registration statement of which this prospectus is a part because the indenture, and not this description,
governs your rights as a holder of debt securities. References in this prospectus to an “indenture” refer to the particular
indenture under which we may issue a series of debt securities.
General
The terms of each
series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined
in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in separate
series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities
of any series. The particular terms of each series of debt securities will be described in a prospectus supplement relating to
such series, including any pricing supplement. The prospectus supplement will set forth specific terms relating to some or all
of the following:
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any limit on the aggregate principal amount;
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the person who shall be entitled to receive interest, if other than the record holder on
the record date;
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the date the principal will be payable;
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the interest rate, if any, the date interest will accrue, the
interest payment dates and the regular record dates;
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the place where payments may be made;
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any mandatory or optional redemption provisions;
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if applicable, the method for determining how the principal,
premium, if any, or interest will be calculated by reference to an index or formula;
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if other than U.S. currency, the currency or currency units
in which principal, premium, if any, or interest will be payable and whether we or the holder may elect payment to be made
in a different currency;
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the portion of the principal amount that will be payable upon
acceleration of stated maturity, if other than the entire principal amount;
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any defeasance provisions if different from those described
below under “Satisfaction and Discharge; Defeasance”;
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any conversion or exchange provisions;
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any obligation to redeem or purchase the debt securities pursuant to a sinking fund;
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whether the debt securities will be issuable in the form of a global security;
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any subordination provisions, if different from those described below under “Subordination”;
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any deletions of, or changes or additions to, the events of default or covenants; and
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any other specific terms of such debt securities.
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Unless otherwise specified
in the prospectus supplement, the debt securities will be registered debt securities. Debt securities may be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below
market rates.
Exchange and Transfer
Debt securities may
be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated by us.
We will not impose
a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated
with any transfer or exchange.
In the event of any
potential redemption of debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange, any debt security
of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption
and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt security of that
series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.
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We may initially appoint
the trustee as the security registrar. Any transfer agent, in addition to the security registrar, initially designated by us will
be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office
of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the debt securities
of each series.
Global Securities
The debt securities
of any series may be represented, in whole or in part, by one or more global securities. Each global security will:
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be registered in the name of a depositary that we will identify
in a prospectus supplement;
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be deposited with the depositary or nominee or custodian; and
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bear any required legends.
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No global security
may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any
nominee unless:
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the depositary has notified us that it is unwilling or unable
to continue as depositary or has ceased to be qualified to act as depositary;
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an event of default is continuing; or
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the Company executes and delivers to the trustee an officers’
certificate stating that the global security is exchangeable.
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As long as the depositary,
or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all purposes under the indenture. Except in the above limited
circumstances, owners of beneficial interests in a global security:
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will not be entitled to have the debt securities registered
in their names;
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will not be entitled to physical delivery of certificated debt
securities; and
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will not be considered to be holders of those debt securities
under the indentures.
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Payments on a global
security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that
require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair
the ability to transfer beneficial interests in a global security.
Institutions that
have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests
in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The
depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities
represented by the global security to the accounts of its participants.
Ownership of beneficial
interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’
interests, or any participant, with respect to interests of persons held by participants on their behalf.
Payments, transfers
and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary.
The depositary policies
and procedures may change from time to time. Neither we nor the trustee will have any responsibility or liability for the depositary’s
or any participant’s records with respect to beneficial interests in a global security.
Payment and Paying Agent
The provisions of
this paragraph will apply to the debt securities unless otherwise indicated in the prospectus supplement. Payment of interest
on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the
close of business on the regular record date. Payment on debt securities of a particular series will be payable at the office
of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the record
holder. The corporate trust office will be designated as our sole paying agent.
We may also name any
other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents or change the
office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities
of a particular series.
All moneys paid by
us to a paying agent for payment on any debt security which remain unclaimed at the end of two years after such payment was due
will be repaid to us. Thereafter, the holder may look only to us for such payment.
Consolidation, Merger and Sale of Assets
Except as otherwise
set forth in the prospectus supplement, we may not consolidate with or merge into any other person, in a transaction in which
we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to,
any person, unless:
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the successor, if any, is a U.S. corporation, limited liability
company, partnership, trust or other entity;
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the successor assumes our obligations on the debt securities
and under the indenture;
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immediately after giving effect to the transaction, no default
or event of default shall have occurred and be continuing; and
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certain other conditions are met.
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Events of Default
Unless we inform you
otherwise in the prospectus supplement, the indenture will define an event of default with respect to any series of debt securities
as one or more of the following events:
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(1)
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failure to pay principal of or any premium on any debt security
of that series when due;
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(2)
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failure to pay any interest on any debt security of that series
for 30 days when due;
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(3)
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failure to deposit any sinking fund payment when due;
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failure to perform any other covenant in the indenture continued
for 90 days after being given the notice required in the indenture;
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our bankruptcy, insolvency or reorganization; and
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any other event of default specified in the prospectus supplement.
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An event of default
of one series of debt securities is not necessarily an event of default for any other series of debt securities.
If an event of default,
other than an event of default described in clause (5) above, shall occur and be continuing, either the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding securities of that series may declare the principal amount of
the debt securities of that series to be due and payable immediately.
If an event of default
described in clause (5) above shall occur, the principal amount of all the debt securities of that series will automatically become
immediately due and payable. Any payment by us on subordinated debt securities following any such acceleration will be subject
to the subordination provisions described below under “Subordinated Debt Securities.”
After acceleration
the holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances,
rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, or other specified
amount, have been cured or waived.
Other than the duty
to act with the required care during an event of default, the trustee will not be obligated to exercise any of its rights or powers
at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally, the holders
of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred
on the trustee.
A holder will not
have any right to institute any proceeding under the indentures, or for the appointment of a receiver or a trustee, or for any
other remedy under the indentures, unless:
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the holder has previously given to the trustee written notice
of a continuing event of default with respect to the debt securities of that series;
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the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee
to institute the proceeding; and
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the trustee has failed to institute the proceeding and has not
received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of
the outstanding debt securities of that series within 90 days after the original request.
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Holders may, however,
sue to enforce the payment of principal or interest on any debt security on or after the due date without following the procedures
listed in (1) through (3) above.
Modification and Waiver
Except as provided
in the next two succeeding paragraphs, the applicable trustee and we may make modifications and amendments to the indentures (including,
without limitation, through consents obtained in connection with a tender offer or exchange offer for, outstanding securities)
and may waive any existing default or event of default (including, without limitation, through consents obtained in connection
with a tender offer or exchange offer for, outstanding securities) with the consent of the holders of a majority in aggregate
principal amount of the outstanding securities of each series affected by the modification or amendment.
However, neither we
nor the trustee may make any amendment or waiver without the consent of the holder of each outstanding security of that series
affected by the amendment or waiver if such amendment or waiver would, among other things:
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change the amount of securities whose holders must consent to
an amendment, supplement or waiver;
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change the stated maturity of any debt security;
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reduce the principal on any debt security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund;
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reduce the principal of an original issue discount security
on acceleration of maturity;
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reduce the rate of interest or extend the time for payment of
interest on any debt security;
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make a principal or interest payment on any debt security in
any currency other than that stated in the debt security;
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impair the right to enforce any payment after the stated maturity
or redemption date;
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waive any default or event of default in payment of the principal
of, premium or interest on any debt security (except certain rescissions of acceleration); or
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waive a redemption payment or modify any of the redemption provisions
of any debt security;
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Notwithstanding the
preceding, without the consent of any holder of outstanding securities, we and the trustee may amend or supplement the indentures:
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to provide for the issuance of and establish the form and terms
and conditions of debt securities of any series as permitted by the indenture;
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to provide for uncertificated securities in addition to or in
place of certificated securities;
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to provide for the assumption of our obligations to holders
of any debt security in the case of a merger, consolidation, transfer or sale of all or substantially all of our assets;
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to make any change that does not adversely affect the legal
rights under the indenture of any such holder;
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to comply with requirements of the Commission in order to effect
or maintain the qualification of an indenture under the Trust Indenture Act; or
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to evidence and provide for the acceptance of appointment by
a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions
of the indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee.
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The consent of holders
is not necessary under the indentures to approve the particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.
Satisfaction and Discharge; Defeasance
We may be discharged
from our obligations on the debt securities of any series that have matured or will mature or be redeemed within one year if we
deposit with the trustee enough cash to pay all the principal, interest and any premium due to the stated maturity date or redemption
date of the debt securities.
Each indenture contains
a provision that permits us to elect:
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to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then outstanding; and/or
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to be released from our obligations under the following covenants
and from the consequences of an event of default resulting from a breach of certain covenants, including covenants as to payment
of taxes and maintenance of corporate existence.
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To make either of
the above elections, we must deposit in trust with the trustee enough money to pay in full the principal and interest on the debt
securities. This amount may be made in cash and/or U.S. government obligations. As a condition to either of the above elections,
we must deliver to the trustee an opinion of counsel that the holders of the debt securities will not recognize income, gain or
loss for federal income tax purposes as a result of the action.
If any of the above
events occurs, the holders of the debt securities of the series will not be entitled to the benefits of the indenture, except
for the rights of holders to receive payments on debt securities or the registration of transfer and exchange of debt securities
and replacement of lost, stolen or mutilated debt securities.
Notices
Notices to holders
will be given by mail to the addresses of the holders in the security register.
Governing Law
The indentures and
the debt securities will be governed by, and construed under, the law of the State of New York.
Regarding the Trustee
The indenture limits
the right of the trustee, should it become a creditor of us, to obtain payment of claims or secure its claims.
The trustee is permitted
to engage in certain other transactions. However, if the trustee acquires any conflicting interest, and there is a default under
the debt securities of any series for which they are trustee, the trustee must eliminate the conflict or resign.
Subordination
Payment on subordinated
debt securities will, to the extent provided in the indenture, be subordinated in right of payment to the prior payment in full
of all of our senior indebtedness (except that holders of the notes may receive and retain (i) permitted junior securities and
(ii) payments made from the trust described under “Satisfaction and Discharge; Defeasance”). Any subordinated debt
securities also are effectively subordinated to all debt and other liabilities, including lease obligations, if any.
Upon any distribution
of our assets upon any dissolution, winding up, liquidation or reorganization, the payment of the principal of and interest on
subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash or other payment satisfactory
to the holders of senior indebtedness. In the event of any acceleration of subordinated debt securities because of an event of
default, the holders of any senior indebtedness would be entitled to payment in full in cash or other payment satisfactory to
such holders of all senior indebtedness obligations before the holders of subordinated debt securities are entitled to receive
any payment or distribution, except for certain payments made by the trust described under “Satisfaction and Discharge;
Defeasance.” The indenture requires us or the trustee to promptly notify holders of designated senior indebtedness if payment
of subordinated debt securities is accelerated because of an event of default.
We may not make any
payment on subordinated debt securities, including upon redemption at the option of the holder of any subordinated debt securities
or at our option, if:
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a default in the payment of the principal, premium, if any,
interest, rent or other obligations in respect of designated senior indebtedness occurs and is continuing beyond any applicable
period of grace (called a “payment default”); or
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a default other than a payment default on any designated senior
indebtedness occurs and is continuing that permits holders of designated senior indebtedness to accelerate its maturity, and
the trustee receives notice of such default (called a “payment blockage notice) from us or any other person permitted
to give such notice under the indenture (called a “non-payment default”).
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If the trustee or
any holder of the notes receives any payment or distribution of our assets in contravention of the subordination provisions on
subordinated debt securities before all senior indebtedness is paid in full in cash, property or securities, including by way
of set-off, or other payment satisfactory to holders of senior indebtedness, then such payment or distribution will be held in
trust for the benefit of holders of senior indebtedness or their representatives to the extent necessary to make payment in full
in cash or payment satisfactory to the holders of senior indebtedness of all unpaid senior indebtedness.
In the event of our
bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated
debt securities may receive less, ratably, than our other creditors (including our trade creditors). This subordination will not
prevent the occurrence of any event of default under the indenture.
We are not prohibited
from incurring debt, including senior indebtedness, under the indenture. We may from time to time incur additional debt, including
senior indebtedness.
We are obligated to
pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liabilities or expenses incurred
by the trustee in connection with its duties under the indenture. The trustee’s claims for these payments will generally
be senior to those of noteholders in respect of all funds collected or held by the trustee.
Certain Definitions
“indebtedness”
means:
(1) all
indebtedness, obligations and other liabilities for borrowed money, including overdrafts, foreign exchange contracts,
currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, or evidenced by
bonds, debentures, notes or similar instruments, other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;
(2) all reimbursement
obligations and other liabilities with respect to letters of credit, bank guarantees or bankers’ acceptances;
(3) all obligations
and liabilities in respect of leases required in conformity with generally accepted accounting principles to be accounted for
as capitalized lease obligations on our balance sheet;
(4) all obligations
and other liabilities under any lease or related document in connection with the lease of real property which provides that we
are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and our obligations under the lease or related document to purchase or to
cause a third party to purchase the leased property;
(5) all obligations
with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or other similar instrument or agreement;
(6) all direct or
indirect guaranties or similar agreements in respect of, and our obligations or liabilities to purchase, acquire or otherwise
assure a creditor against loss in respect of, indebtedness, obligations or liabilities of others of the type described in (1)
through (5) above;
(7) any indebtedness
or other obligations described in (1) through (6) above secured by any mortgage, pledge, lien or other encumbrance existing on
property which is owned or held by us; and
(8) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness,
obligation or liability of the kind described in clauses (1) through (7) above.
“permitted junior
securities” means (i) equity interests in the Company; or (ii) debt securities of the Company that are subordinated to all
senior indebtedness and any debt securities issued in exchange for senior indebtedness to substantially the same extent as, or
to a greater extent than the notes are subordinated to senior indebtedness under the indenture.
“senior indebtedness”
means the principal, premium, if any, interest, including any interest accruing after bankruptcy, and rent or termination payment
on or other amounts due on our current or future indebtedness, whether created, incurred, assumed, guaranteed or in effect guaranteed
by us, including any deferrals, renewals, extensions, refundings, amendments, modifications or supplements to the above. However,
senior indebtedness does not include:
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indebtedness that expressly provides that it shall not be senior
in right of payment to subordinated debt securities or expressly provides that it is on the same basis or junior to subordinated
debt securities;
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our indebtedness to any of our majority-owned subsidiaries;
and
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subordinated debt securities.
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DESCRIPTION OF UNITS
We may issue units
comprised of one or more of the other securities that may be offered under this prospectus, in any combination. The following
information, together with the additional information we may include in any applicable prospectus supplements, summarizes the
material terms and provisions of any such the units that we may offer under this prospectus. While the information below will
apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units
in detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from
the general terms described below.
We will file the form
of unit agreement, if any, between us and a unit agent that describes the terms and conditions of the series of units we are offering,
and any supplemental agreements, concurrently with the filing of the applicable prospectus supplement under which such series
of units are offered. This summary is subject to, and qualified in their entirety by reference to, all the provisions of the unit
agreement, if any, and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplements related to the particular series of units that we sell under this prospectus, as well as the complete unit
agreement, if any, and any supplemental agreements that contain the terms of the units.
We may issue units
comprising one or more of shares and warrants in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder
of each included security. The unit agreement, under which a unit may be issued, if any, may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in
the applicable prospectus supplement the terms of the series of units.
The provisions described
in this section, as well as those described under “Description of Share Capital” and “Description of Warrants”
will apply to each unit and to any share or warrant included in each unit, respectively. We may issue units in such amounts and
in numerous distinct series as we determine.
PLAN OF DISTRIBUTION
We may sell the securities
offered by this prospectus to or through underwriters or dealers, and also may sell those securities to one or more other purchasers
directly or through agents, including sales pursuant to ordinary brokerage transactions and transactions in which a broker-dealer
solicits purchasers, or if indicated in a prospectus supplement, pursuant to delayed delivery contracts, by remarketing firms
or by other means. Underwriters may sell securities to or through dealers. Each prospectus supplement will set forth the terms
of the offering, including the name or names of any underwriters, dealers or agents and any fees or compensation payable to them
in connection with the offering and sale of a particular series or issue of securities, the public offering price or prices of
the securities and the proceeds from the sale of the securities.
The securities may
be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales made directly
on the NASDAQ or other existing trading markets for the securities. The prices at which the securities may be offered may vary
as between purchasers and during the period of distribution. If, in connection with the offering of securities at a fixed price
or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in
the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to
time, to an amount not greater than the initial public offering price fixed in such prospectus supplement, in which case the compensation
realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is
less than the gross proceeds paid by the underwriters to us.
Underwriters, dealers
and agents who participate in the distribution of the securities may be entitled under agreements to be entered into with us to
indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers
and agents may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
In connection with
any offering of securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price
of the securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced,
may be discontinued at any time. Any underwriters, dealers or agents to or through which securities other than our common shares
are sold by us for public offering and sale may make a market in such securities, but such underwriters, dealers or agents will
not be obligated to do so and may discontinue any such market making at any time and without notice. No assurance can be given
that a market for trading in securities of any series or issue will develop or as to the liquidity of any such market, whether
or not such securities are listed on a securities exchange.
The place, time of
delivery, and other terms of the offered securities will be described in the applicable prospectus supplement.
CERTAIN INCOME TAX
CONSIDERATIONS
Information regarding
taxation is set forth under the heading “Item 10.E. Taxation” in our Annual Report on Form 20-F for the year ended
December 31, 2019, which is incorporated in this prospectus by reference.
ENFORCEMENT OF CIVIL
LIABILITIES
We are incorporated
under the laws of the BVI with limited liability. We are incorporated in the BVI because of certain benefits associated with being
a BVI company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of
exchange control or currency restrictions and the availability of professional and support services. However, the BVI has a less
developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser
extent. In addition, BVI companies may not have standing to sue before the federal courts of the United States.
Substantially all
of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located
outside the United States. As a result, it may be difficult for investors to effect service of process within the United States
upon us or such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
We have appointed
Vcorp. Services as our agent to receive service of process with respect to any action brought against us in the United States
District Court for the Southern District of New York under the federal securities laws of the United States or of any State of
the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under
the securities laws of the State of New York.
We have been advised
by Ogier, our counsel as to BVI law, that the United States and the BVI do not have a treaty providing for reciprocal recognition
and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the
payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated
solely upon the U.S. federal securities laws, would not be automatically be enforceable in the BVI.
EXPERTS
The consolidated financial
statements as of December 31, 2019 and 2018, respectively, and for the years then ended which are incorporated by reference in
this prospectus have been so incorporated by reference in reliance upon the report of MaloneBailey, LLP, an independent registered
public accounting firm, upon the authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
Certain matters as
to U.S. federal law in connection with this offering will be passed upon for us by Schiff Hardin LLP. The validity of the shares
and certain legal matters relating to the offering as to the BVI law will be passed upon for us by Ogier. In addition, certain
legal matters in connection with any offering of securities under this prospectus will be passed upon for any underwriters, dealers
or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters
of applicable law.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8.
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Indemnification of Directors and Officers
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BVI law does not limit
the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the BVI courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Under our Memorandum and Articles of Association, we may indemnify
its directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which
they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled
to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the registrant
and, in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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*
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To
be filed as an exhibit to a post-effective amendment to this registration statement or
as an exhibit to a report filed on Form 6-K under the Exchange Act and incorporated herein
by reference.
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**
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To
be filed as a 305B2 filing in connection with an offering of debt securities.
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The undersigned registrant hereby undertakes:
(a) (1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, that are incorporated by reference into the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) To file a post-effective
amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of
any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3)
of the Securities Ac need not be furnished, provided that the registrant includes in the prospectus, by means of post-effective
amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-K if such financial statements
and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement.
(5) That, for the
purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(6) That, for the
purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) For purposes of
determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the People’s Republic of China, on July 7, 2020.
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MMTEC, Inc.
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By:
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/s/ Xiangdong Wen
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Name:
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Xiangdong Wen
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Title:
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Chief Executive Officer
(Principal Executive Officer)
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KNOW ALL MEN AND WOMEN
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Xiangdong Wen, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration
statements pursuant to Rule 462 of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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
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Title
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Date
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/s/ Xiangdong Wen
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Chairman of the Board, Chief Executive Officer
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July 7, 2020
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(Principal Executive Officer)
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/s/ Min Kong
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Chief Financial Officer
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July 7, 2020
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(Principal Accounting and Financial Officer)
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/s/ Qingshun Meng
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Independent Director
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July 7, 2020
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/s/ Yong Ma
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Independent Director
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July 7, 2020
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/s/ Shufang Lai
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Independent Director
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July 7, 2020
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/s/ Dongqiang Wang
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Independent Director
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July 7, 2020
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/s/ Hinman Au
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Director
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July 7, 2020
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