As filed with the Securities and Exchange Commission on January 30, 2023.
Registration No. 333-269001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Ideanomics, Inc.
(Exact name of registrant as specified in our charter)
Nevada | 7380 | 20-1778374 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1441 Broadway, Suite 5116
New York, NY 10018
(212) 206-1216
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Alfred P. Poor
Chief Executive Officer
1441 Broadway, Suite 5116
New York, NY 10018
(212) 206-1216
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
William N. Haddad, Esq.
Venable LLP
1270 Avenue of the Americas, 24th Floor
New York, NY 10020
(212) 503-9812
Approximate date of commencement of proposed sale to the public: from time to time 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: x
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
If an emerging growth company, 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. ¨
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 of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Ideanomics, Inc. (the “Company”) is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-269001)(the “Registration Statement”) to (i) file the consents of BF Borgers CPA PC and Grassi & Co, CPAs, P.C. filed herewith as Exhibits 23.1 and 23.2, respectively, in order to update the consent previously filed with the Registration Statement, and (ii) to correct the check mark on the cover page of the Registration Statement that the Company is an “accelerated filer.” Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) | The following exhibits are filed as part of this registration statement: |
# Previously filed.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 30, 2023.
IDEANOMICS, INC. | ||
By: | /s/ Alfred P. Poor | |
Alfred P. Poor | ||
Chief Executive Officer | ||
By: | /s/ Stephen Johnston | |
Stephen Johnston | ||
Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Alfred P. Poor | ||||
Alfred P. Poor | Chief Executive Officer (Principal Executive Officer), Director | January 30, 2023 | ||
/s/ Stephen Johnston | ||||
Stephen Johnston | Chief Financial Officer (Principal Financial Officer) | January 30, 2023 | ||
* | ||||
Shane McMahon | Chairman | January 30, 2023 | ||
* | ||||
James S. Cassano | Director | January 30, 2023 | ||
* | ||||
Jerry Fan | Director | January 30, 2023 |
* By: | /s/ Alfred P. Poor | |
Alfred P. Poor | ||
Attorney-in-fact |