As filed with the Securities and Exchange Commission on March 30, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 TO FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Qilun Group Inc.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | | 5190 | | Not applicable |
(State or other jurisdiction
of incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
Room 2201, Modern International Building, No. 3038,
Jintian Road, Gangxia Community, Futian Street
Futian District, Shenzhen City, Guangdong Province
People’s Republic of China
+86-755-83985414
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Mark E. Crone, Esq.
The Crone Law Group, PC
420 Lexington Avenue, Suite 2446
New York, NY 10170
(646) 861-7891
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 the 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.☐
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. ☒
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. ☐
COPIES OF COMMUNICATIONS TO:
| Mark Crone, Esq. | | Florence Chan, Esq. |
| Mason Allen, Esq. | | Ogier |
| The Crone Law Group P.C. | | 11th Floor, Central Tower |
| 420 Lexington Ave, Suite 2446 | | 28 Queen’s Road Central, Central |
| New York, NY 10170 | | Hong Kong 999077 |
| Phone: (646) 861-7891 | | Phone: (852) 36566061 |
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
This Amendment No. 5 is being filed solely for the purpose of filing Exhibits 8.2 and 10.2. No changes have been made to the form of preliminary prospectus constituting Part I of the Registration Statement or to Items 6, 7 or 9 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Schedules
* Filed herewith.
** Previously filed.
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 Shenzhen City, Guangdong Province, People’s Republic of China, on March 30, 2023.
| | QILUN GROUP INC. |
| | | |
| | By: | /s/ Ruowen Li |
| | | Ruowen Li |
| | | Chief Executive Officer and Director |
| | | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-1 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | | Title | | Date |
| | | Ruowen Li | | |
| /s/ Ruowen Li | | Chief Executive Officer and Director | | March 30, 2023 |
| | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Ruowen Li | | Chief Financial Officer | | March 30, 2023 |
| | | (Principal Financial and Accounting Officer) | | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, New York, United States of America on March 30, 2023.
| | AUTHORIZED U.S. REPRESENTATIVE |
| | | |
| | By: | /s/ Mark Crone |
| | Name: | Mark Crone |
| | Title: | Managing Partner |
