As filed with the Securities and Exchange Commission on July 31, 2018
Registration No. 333-223804
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wah Fu Education Group Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
British Virgin Islands | 8200 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Room 505 Building No.40, No.1 Disheng North Street
Economic and Technological Development Zone
Beijing, China 100176
Tel: +86 10 57925024
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave
Suite 204
Newark, DE 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
Richard I. Anslow, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 | Fang Liu, Esq. Mei & Mark LLP 818 18th Street NW, Suite 410 Washington, DC 20006 (202) 567-6417 |
Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement.
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, 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 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. ☐
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 | Amount of shares to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price (1) | Amount of registration fee (5) | ||||||||||||
Ordinary shares, par value $0.01 per share(2) | 2,000,000 | $ | 5.00 | $ | 10,000,000 | $ | 1,245.00 | |||||||||
Warrants to purchase ordinary shares issuable to underwriter(3)(4) | 100,000 | - | - | - | ||||||||||||
Ordinary shares, par value $0.01 per share, issuable upon exercise of underwriter warrants(2) | 100,000 | $ | 6.25 | $ | 625,000 | $ | 77.82 | |||||||||
Total | 2,100,000 | $ | 10,625,000 | $ | 1,322.82 |
(1) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
(2) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
(3) | The Registrant will issue to the Underwriter warrants to purchase a number of ordinary shares equal to an aggregate of 5 percent (5%) of the ordinary shares sold in the offering. The exercise price of the underwriter warrants is equal to 125% of the offering price of the ordinary shares offered hereby. Assuming a maximum offering amount and an exercise price of $6.25 per share, we would receive, in the aggregate, $625,000 upon exercise of the underwriter warrants. The ordinary shares underlying the underwriter warrants are exercisable within three years after the effective date of the registration statement, commencing 180 days from the effective date of the registration statement at any time, and from time to time, in whole or in part. |
(4) | No separate registration fee required pursuant to Rule 457(g) under the Securities Act. |
(5) | Previously paid. |
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 which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 5 to Registration Statement on Form F-1 (File No. 333-223804) (the “Registration Statement”) is to file Exhibit 23.1 to the Registration Statement. No other changes have been made to the Registration Statement or the preliminary prospectus forming part thereof. Accordingly, Parts I and Part II (other than Item 8(a)) of the Registration Statement have been omitted from this Amendment No. 5 to the Registration Statement and the preliminary prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-2 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
II-1
EXHIBIT INDEX
* | Previously filed |
** | Filed herewith |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on July 31, 2018.
Wah Fu Education Group Limited | |||
By: | /s/ Xinghui Yang | ||
Name: | Xinghui Yang | ||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Xinghui Yang | Director and Chief Executive Officer | July 31, 2018 | ||
Xinghui Yang | (Principal Executive Officer) | |||
/s/ Gang Yao | Chief Financial Officer | July 31, 2018 | ||
Gang Yao | (Principal Financial and Accounting Officer) | |||
/s/ Yang Yu | Chairman of the Board of Directors | July 31, 2018 | ||
Yang Yu | ||||
/s/ Defang Li | Director | July 31, 2018 | ||
Defang Li | ||||
/s/ Yik C Chan | Director | July 31, 2018 | ||
Yik C Chan | ||||
/s/ Rong Zhang | Director | July 31, 2018 | ||
Rong Zhang |
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 Puglisi & Associates has signed this registration statement or amendment thereto in the City of Newark, State of Delaware, on July 31, 2018.
Authorized U.S. Representative | |||
By: | /s/ Donald Puglisi | ||
Name: | Donald Puglisi | ||
Title: | Managing Director |
II-3