Form F-1MEF EZGO Technologies Ltd.
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As filed with the U.S. Securities and Exchange Commission on May 27, 2021.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
EZGO Technologies Ltd.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
|British Virgin Islands||3751||Not Applicable|
or other jurisdiction of
incorporation or organization)
Classification Code Number)
Building #A, Floor 2, Changzhou Institute of Dalian University of Technology,
Science and Education Town,
Wujin District, Changzhou City
Tel: + 86 51983683805
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
I. Anslow, Esq.
Grossman & Schole LLP
Richard A. Friedman, Esq.
Stephen A. Cohen, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, 39th Floor
New York, NY 10174
Phone: (212) 653-8600
Fax: (212) 653-8601
Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-256311
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
CALCULATION OF REGISTRATION FEE
|Title of Each Class of Securities to be Registered||Proposed|
|Ordinary shares, par value US$0.001 per share (3)||-||-|
|Warrant to purchase ordinary shares (3)||-||-|
|Ordinary shares issuable upon exercise of the warrants||$||1,399,998.60||$||152.74|
|Placement agent warrants (4)||-||-|
|Ordinary shares issuable upon exercise of the placement agent warrants (4)||$||124,999.88||$||13.64|
|(1)||Estimated solely for the purpose of calculating the registration fee.|
|(2)||Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-256311).|
|(3)||Included in the price of the units. No separate registration fee is required pursuant to Rule 457(i) under the Securities Act.|
|(4)||Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have calculated the proposed maximum aggregate offering price of the ordinary shares underlying the placement agent warrants by assuming that such warrants are exercisable at a price per share equal to 125% of the assumed price of $5.18 per share.|
|(5)||Each unit includes (i) one ordinary share and (ii) and one warrant to purchase 0.7 ordinary share.|
|(6)||The Registrant previously registered securities having a proposed maximum aggregate offering price of $17,625,000.63 on its Registration Statement on Form F-1, as amended (File No. 333-256311), which was declared effective by the Securities and Exchange Commission on May 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $3,524,996.48 is hereby registered.|
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement on Form F-1 is being filed with respect to the registration of (i) 386,100 additional units of EZGO Technologies Ltd., a Cayman Islands exempted company (the “Registrant”), each consisting of one ordinary share and one warrant to purchase 0.7 ordinary share, (ii) placement agent warrants to purchase 19,305 ordinary shares of the Registrant and (iii) 19,305 ordinary shares of the Registrant underlying the placement agent warrants, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-256311) (the “Prior Registration Statement”), initially filed by the Registrant on May 20, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on May 26, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The Registrant hereby certifies that its agent (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on May 27, 2021), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than May 27, 2021.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form F-1 (SEC File No. 333-256311) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Changzhou, Jiangsu, China, on May 27, 2021.
|EZGO Technologies Ltd.|
|By:||/s/ Jianhui Ye|
|Title:||Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|/s/ Jianhui Ye||Chairman and Chief Executive Officer||May 27, 2021|
|Jianhui Ye||(Principal Executive Officer)|
|/s/ Jingyan Wu||Chief Financial Officer||May 27, 2021|
|Jingyan Wu||(Principal Financial and Accounting Officer)|
|/s/ Di Wu||Director||May 27, 2021|
|/s/ Junying Sun||Director||May 27, 2021|
|/s/ Robert Johnson||Director||May 27, 2021|
|/s/ Guanneng Lai||Director||May 27, 2021|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of EZGO Technologies Ltd. has signed this registration statement or amendment thereto in Newark, Delaware on May 27, 2021.
|Puglisi & Associates|
|By:||/s/ Donald J. Puglisi|
|Name:||Donald J. Puglisi|
Our ref: AWE/760568-000002/25490308v4
EZGO Technologies Ltd.
PO Box 173
British Virgin Islands
27 May 2021
EZGO Technologies Ltd. (the “Company”)
We have acted as counsel as to British Virgin Islands law to the Company and have been asked to provide this legal opinion in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “SEC Act”), as amended (the “Registration Statement”), in respect of the proposed issuance of up to US$12,000,000of units (the “Units”), with each Unit including (a) one ordinary shares of the Company of US$0.001 par value each (the “Ordinary Shares”); and (b) one warrant to purchase 0.7 ordinary shares at an exercise price equal to 100% of the Unit price (the “Warrants”). FT Global Capital, Inc (the “Placement Agent”) is acting as the placement agent in respect of such issuance pursuant to a placement agency agreement to be entered into between the Company and the Placement Agent.
We have reviewed originals, copies, drafts or conformed copies of the following documents:
|1.1||The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 19 May 2021, including the Company’s Certificate of Incorporation and its Memorandum and Articles of Association (the “Memorandum and Articles”).|
|1.2||The records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System from 1 January 2000 and available for inspection on 19 May 2021 at the British Virgin Islands High Court Registry (the “High Court Registry”).|
|1.3||The written resolutions of the board of directors of the Company dated 19 May 2021 and 27 May 2021 (the “Resolutions”).|
|1.4||A Certificate of Incumbency dated 19 May 2021, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent (the “Registered Agent’s Certificate”).|
|1.5||A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 19 May 2021 (the “Certificate of Good Standing”).|
|1.6||A certificate from a director of the Company (the “Director’s Certificate”).|
|1.7||The Registration Statement.|
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registered Agent’s Certificate, the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
|2.1||Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.|
|2.2||All signatures, initials and seals are genuine.|
|2.3||That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.|
|2.4||No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Ordinary Shares or the Warrants.|
|2.5||The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.|
|2.6||There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.|
|2.7||The Company will receive money or money’s worth in consideration for the issue of the Ordinary Shares and none of the Ordinary Shares were or will be issued for less than par value.|
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
|3.1||The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the “Act”), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.|
|3.2||The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement, such Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members.|
|3.3||The statements included in the Preliminary Prospectus, the Registration Statement and the Prospectus under the heading “Taxation”, insofar as such statements summarise the laws of the British Virgin Islands and the Memorandum and Articles, are accurate and fairly represent in all material respects summaries of British Virgin Islands laws and regulations and the Memorandum and Articles.|
The opinions expressed above are subject to the following qualifications:
|4.1||To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.|
|4.2||Under British Virgin Islands law, the register of members is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the British Virgin Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Company’s Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court.|
|4.3||Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.|
|4.4||In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).|
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the SEC Act or the rules and regulations of the Commission thereunder.
This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
|Maples and Calder|
ELLENOFF GROSSMAN & SCHOLE LLP
1345 Avenue of the Americas
New York, New York 10105
May 27, 2021
Building #A, Floor 2, Changzhou Institute of Dalian University of Technology,
Science and Education Town,
Wujin District, Changzhou City
Jiangsu, China 213164
|Re:||Registration Statement of EZGO Technologies Ltd.|
Ladies and Gentlemen:
We have acted as special United States counsel to EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”), in connection with the filing by the Company with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-1 (the “462(b) Registration Statement”) for the purpose of registering (i) units of the Company (collectively the “Units”), with each Unit consisting of one ordinary share of the Company, par value US$0.001 per share (the “Ordinary Shares”) and one warrant of the Company, each exercisable to purchase seven-tenth of one Ordinary Share (the “Investor Warrants”), (ii) Ordinary Shares and (iii) Investor Warrants included in the Units, (iv) Ordinary Shares issuable upon exercise of such Investor Warrants, (v) warrants issuable to the placement agent (the “Placement Agent Warrants” and together with the Investor Warrants, the “Warrants”) and (vi) Ordinary Shares issuable upon exercise of such Placement Agent Warrants. The 462(b) Registration Statement relates to the Company’s Registration Statement on Form F-1, as amended (File No. 333-256311) (the “Initial Registration Statement”), initially filed by the Company with the Commission on May 20, 2021 and declared effective by the Commission on May 26, 2021. This opinion is being given in accordance with the Legal Matters section of the 462(b) Registration Statement, as it pertains to the portions of New York law set forth below.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
1. Units. When the 462(b) Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Securities Act”), and when the offering is completed as contemplated by the Initial Registration Statement, the Units will be legally binding obligations of the Company, enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrants.
2. Warrants. When the 462(b) Registration Statement becomes effective under the Securities Act and when the Warrants (including the Investor Warrants and the Placement Agent Warrants) are issued, delivered and paid for, as contemplated by the Initial Registration Statement, such Warrants will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrants; and (e) we have assumed the Exercise Price (as defined in the Form of Warrants) will not be adjusted to an amount below the par value per share of the Ordinary Shares.
Notwithstanding anything in this letter which might be construed to the contrary, our opinion herein is expressed solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the 462(b) Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the 462(b) Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your counsel and to all references made to us in the 462(b) Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder. This opinion is given as of the effective date of the 462(b) Registration Statement, and we are under no duty to update the opinions contained herein.
|Very truly yours,|
|/s/ Ellenoff Grossman & Schole LLP|
|Ellenoff Grossman & Schole LLP|
New York Office
7 Penn Plaza Suite 830
New York, New York, 10001
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of EZGO Technologies Ltd. on Form F-1 of our report dated February 16, 2021, with respect to our audits of the consolidated financial statements of EZGO Technologies Ltd. as of September 30, 2020 and 2019 and for each of the three years ended September 30, 2020 appearing in Amendment No.1 to the Registration Statement on Form F-1 [File No.333-256311] of EZGO Technologies Ltd. We also consent to the reference to our firm under the heading “Experts” in Amendment No.1 to the Registration Statement on Form F-1 [File No.333-256311] incorporated by reference in this Registration Statement.
/s/ Marcum Bernstein & Pinchuk LLP
Marcum Bernstein & Pinchuk LLP
New York, New York
May 27, 2021
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