As filed with the Securities and Exchange Commission on July 18, 2019
pursuant to the Jumpstart our Business Startups Act
Registration No. 333-228498
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 6 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HITEK GLOBAL INC.
(Exact name of registrant as specified in its charter)
Cayman Islands | 7372 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Unit 304, No. 30 Guanri Road, Siming District,
Xiamen City, Fujian Province, People’s Republic of China
+86-571-82213772
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
New York, NY 10018
(212) 530-2208
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Joan Wu, Esq. Ying Li, Esq. Hunter Taubman Fischer & Li LLC 1450 Broadway, 26th Floor New York, NY 10018 (212) 530-2208 | Bradley A. Haneberg, Esq. Matthew B. Chmiel, Esq. Haneberg Hurlbert PLC Richmond, VA 23219 (804) 554-4801 |
Approximate date of commencement of proposed sale to the public: Promptly 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 to Be Registered | Proposed Offering Price per Share | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(4) | ||||||||||||
Class A Ordinary Shares, par value US$0.0001 per share(1) (3) | 2,500,000 | $ | 5 | $ | 12,500,000 | $ | 1,212 | |||||||||
Total | — | — | $ | 12,500,000 | $ | 1,212 |
(1) | Includes Class A Ordinary Shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A Ordinary Shares are not being registered for the purposes of sales outside of the United States. |
(2) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act. |
(3) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional Class A Ordinary Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
(4) | 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.
The information in this prospectus is not complete and may be changed. We will 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
PRELIMINARY PROSPECTUS DATED JULY 18, 2019
1,200,000Class A Ordinary Shares
(minimum offering amount)
2,500,000 Class A Ordinary Shares
(maximum offering amount)
Hitek Global Inc.
This is an initial public offering of our Class A Ordinary Shares. In respect of matters requiring shareholders’ vote, each Class A ordinary share, $0.0001 par value per share (“Class A Ordinary Shares”), is entitled to one (1) vote and each Class B ordinary share, $0.0001 par value per share (“Class B Ordinary Shares”), is entitled to ten (10) votes. We are offering on a best efforts basis a minimum of 1,200,000 and a maximum of 2,500,000 our Class A Ordinary Shares. Prior to this offering, there has been no public market for Class A Ordinary Shares. We expect the initial public offering price will be $5.00 per Ordinary Share. We have reserved the symbol “HKIT” for purpose of listing our Class A Ordinary Shares on the Nasdaq Capital Market and plan to apply to list the Class A Ordinary Shares on The NASDAQ Capital Market. We have applied to have our Class A Ordinary Shares listed on The NASDAQ Capital Market under the symbol “HKIT”.
Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying our Class A Ordinary Shares.
We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 4 of this prospectus for more information.
Number of Class A Ordinary Shares | Initial Public Offering Price | Underwriting Discounts and Commissions (1) | Proceeds to Our Company Before Expenses (2) | |||||||||||||
Minimum | 1,200,000 | $ | 5.00 | $ | 420,000 | $ | 6,000,000 | |||||||||
Maximum | 2,500,000 | $ | 5.00 | $ | 875,000 | $ | 12,500,000 |
(1) | See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriter. |
(2) | The total estimated expenses related to this offering are set forth in the section entitled “Discounts, Commissions and Expenses.” |
The underwriter is selling our Class A Ordinary Shares in this offering on a best efforts basis. The underwriter is not required to sell any specific number or dollar amount of Class A Ordinary Shares but will use its best efforts to sell the Class A Ordinary Shares offered. One of the conditions to our obligation to sell any securities through the underwriter is that, upon satisfaction of the minimum amount and the closing of the offering, the Class A Ordinary Shares would qualify for listing on The NASDAQ Capital Market.
We do not intend to close this offering unless we sell at least the minimum number of Ordinary Shares, at the price per Ordinary Share set forth above, to result in sufficient proceeds to list our Class A Ordinary Shares on the NASDAQ Capital Market. The offering may terminate on the earlier of (i) a date mutually acceptable to us and the underwriter after the minimum offering amount of our offering is raised, (ii) such time when maximum offering is raised; or (iii) 90 days from the effective date of the Registration Statement (and for a period of up to 90 additional days if extended by agreement of the Company and the Underwriter) (the “Termination Date”). One or more closings may be conducted after the minimum amount is sold and prior to the Termination Date. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us after deducting certain escrow fees. The proceeds from the sale of the Class A Ordinary Shares in this offering will be payable to “Signature Bank, as Deposit Account Agent for the Investors in Hitek Global Inc.” and will be deposited in a separate (limited to funds received on our behalf) non-interest bearing trust bank account until the minimum offering amount is raised. If we do not raise the minimum offering amount of $6,000,000, we will not conduct a closing of this offering and will return to investors all amounts previously deposited by them in escrow, without interest or deduction.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated July 18, 2019.
EXPLANATORY NOTE
This Amendment No. 6 to the Registration Statement onForm F-1 (File No. 333-228498) of Hitek Global Inc. is being filed for the purpose of filing Exhibit 1.1, Exhibit 4.1, Exhibit 8.2, Exhibit 10.9, Exhibit 10.10, Exhibit 99.1 and Exhibit 99.2. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
i
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands 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 Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated articles of association, which will become effective upon completion of this offering, provide to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:
(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former secretary’s or officer’s duties, powers, authorities or discretions; and
(b) without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
No such existing or former secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.
To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former secretary or any of our officers in respect of any matter identified in above on condition that the secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.
The Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
On November 3, 2017 and December 16, 2017, the Company issued an aggregate of 10,987,679 ordinary shares to Fortune Enterprise Holdings Limited, Star Discover Global Limited, Oriental Xinhe Holdings Limited, Luotec Information Limited, Lintec Information Limited, Tians Technology Limited, Centurion Tech Holdings Limited, Eternal Blessing Holdings Limited and Circatrade Universal Holdings Limited as inducements for them to enter into the VIE Agreements pursuant to which the Company shall obtain absolute control rights and the rights to the assets, property and revenue of HiTek. The issuance was conducted in private transactions under Cayman Islands laws.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-4 of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
II-1
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
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 provisions described in Item 6, or otherwise, the registrant has been advised 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. 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
(4) For the purpose of determining any 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Xiamen, People’s Republic of China, July 18, 2019.
HiTek Global Inc.
By: | /s/ Xiaoyang Huang | |
Xiaoyang Huang | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
/s/ Tianyu Xia | ||
Tianyu Xia | ||
Chief Financial Officer | ||
(Principal Accounting and Financial Officer) |
Signature | Capacity | Date | ||
/s/ Xiaoyang Huang | Chief Executive Officer and Director | July 18, 2019 | ||
Xiaoyang Huang | ||||
* | Chairman of the Board | July 18, 2019 | ||
Shenping Yin | ||||
/s/Tianyu Xia | Chief Financial Officer | July 18, 2019 | ||
Tianyu Xia | ||||
* | Chief Technology Officer | July 18, 2019 | ||
Bo Shi | ||||
* | Director | July 18, 2019 | ||
Wenhua Yang | ||||
* | Director | July 18, 2019 | ||
Jianben Song | ||||
* | Director | July 18, 2019 | ||
Jianzhong Lin |
* By: | /s/ Xiaoyang Huang | |
Attorney-in-fact |
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 America, has signed this registration statement thereto in New York, NY on July 18, 2019.
Hunter Taubman Fischer & Li LLC
By: | /s/ Joan Wu | |
Name: Joan Wu | ||
Title: Partner |
II-3
EXHIBIT INDEX
* | Filed herewith. |
** | To be filed by amendment. |
*** | Previously filed |
II-4