TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus or any supplement. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and any underwriter or agent is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may
have changed since that date.
PROSPECTUS
INFORMATION
This prospectus is part of a registration
statement on
Form F-3
that we filed with the Securities and Exchange Commission. Under that registration statement, the selling
shareholders may offer from time to time our ordinary shares in one or more offerings.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
only as of the date of the document and any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement
or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and
prospects may have changed since those dates.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the heading “Where You Can Find More Information.”
In
this prospectus, unless we indicate otherwise, “we,” “us,” “our,” “the Company”
and “Luokung” refer to Luokung Technology Corp., as consolidated with its various subsidiaries.
BUSINESS
DESCRIPTION
LUOKUNG
TECHNOLOGY CORP.
We
are a holding company and conduct our operations through our wholly-owned subsidiary named LK Technology Ltd., a company incorporated
under the laws of the British Virgin Islands(“LK Technology”), and its wholly-owned subsidiaries, MMB Limited and
its respective subsidiaries, which possess two core brands “Luokuang” and “SuperEngine”. “Luokuang”
is a mobile application to provide Business to Customer (B2C) location-based services and “SuperEngine” provides Business
to Business (B2B) and Business to Government (B2G) services in connection with spatial-temporal big data processing.
We
are a China-based provider of location-based services and mobile application products for long distance travelers in China. Our
primary mobile application, the Luokuang platform, consists of the Luokuang mobile applications, a series of supporting software
at the server end, and rail-Wi-Fi hardware and equipment on the trains that we serve. The LuoKuang platform incorporates technologies
covered by 22 patents and about 34 software copyrights, and serves as a content and service distribution platform that is tailored
for particular travel stages featuring geographic location and social interactions. The content and services distributed by Luokuang
contain information, entertainment, travel, e-commerce, online to offline (“O2O”), advertisement and other marketing
features.
Luokuang
mainly provides personalized and targeted services to long distance travelers in two locations: on the train and at the destination.
Based on the travel environment, the core elements of our users’ needs include staving off boredom on trains and discovering
and exploring new locations upon arrival. The main services contain entertainment services (videos and audio, digital readings,
games specific and tailored to the travel stage) and social services (satisfying the demand for value discovery of unfamiliar
destinations through social interaction among strangers based on locations). As of December 31, 2018, the Luokuang platform featured
about 51 million users.
We
use the most valuable Wi-Fi location—the train Wi-Fi setting—as the entrance of our Luokuang platform and mobile applications.
Passengers typically ride trains for long-distance and inter-provincial travel purposes. The long periods of monotonous journeys
and the cost concerns for roaming traffic fees enable the combination of entertainment content service needs and Wi-Fi access
needs. Our rail-Wi-Fi becomes a valuable and sophisticated Wi-Fi service in this setting—not just Wi-Fi connection service,
but a provider of sophisticated services through a Wi-Fi connection. We do not define ourselves as a train Wi-Fi communication
service operator but as a long-distance travel mobile service and location-based service provider. The rail Wi-Fi is our access
point to a significant pool of users and the entrance to acquiring additional users.
The
recommender services focus on providing targeted push services to users while travelling in unfamiliar cities. Local information
and guidance service are precisely pushed according to individual user’s interest and taste, including restaurants, entertainment,
living styles, local snacks, local products, scenic spots, cultural history and stories. The guidance service is User Generated
Content which is shared and distributed by individual users including travelers, local residents and local businesses.
In June 2018, China Railway Gecent Technology
Co., Ltd. (or “Gecent”) (established jointly by China Railway Investment Co., Ltd., Geely Holding Group and Tencent
Holdings Ltd.) obtained the exclusive right to build and operate on train Wi-Fi for all the High-speed trains in China. It provides
a full-travelling service including on train Wi-Fi, entertainments, news, online meals order, online specialty retailer and connecting
travel. As the pathfinder in on-train Wi-Fi market in China, we have accumulated great experiences and resources in construction
and operation on train Wi-Fi on express trains in China, which enable us to cooperate with Gecent to provide location-based services
through the provision of our map SDKs (Software Development Kit) and APIs (Application-programming Interface), including services
at train stations covering navigation and OTO services, and to provide movie content SDK, movie copyrights and operating services
to the users of Gecent’s mobile application. Through the cooperation with Gecent, we are able to expand our services to
more valuable high-speed train passengers, while the high-speed train Wi-Fi in China will cover about 3 billion passenger trips
till the year of 2020.
Through
the acquisition of Superengine Holding Limited (“Superengine”), we obtained patented technologies in spatial-temporal
big data indexing, storage, transmission and visualization that can support the full vector maps without tile, which can be effectively
applied to HD maps, location-based services, smart cities, intelligent transportation systems, mapping and surveying, remote sensing
and monitoring. We possess fifteen patents and nine patent application rights in U.S., Europe, Japan and China. Our graphics processing
system is a thousand times more efficient than competing technologies in querying, retrieving, transmitting and rendering graphical
information, and allowing TB (Terabyte) sized data to be released in seconds, which enable our customers to obtain real-time operational
intelligence by harnessing the value of their database.
Other
Recent Events
We
are a holding company and conduct our operations through our wholly-owned subsidiary named LK Technology Ltd., a company incorporated
under the laws of the British Virgin Islands(“LK Technology”), and its wholly-owned subsidiaries, MMB Limited and
its respective subsidiaries, which possess two core brands “Luokuang” and “SuperEngine”. “Luokuang”
is a mobile application to provide Business to Customer (B2C) location-based services and “SuperEngine” provides Business
to Business (B2B) and Business to Government (B2G) services in connection with spatial-temporal big data processing. In May 2010,
we consummated an initial public offering of our American Depository Shares, or ADSs, for gross proceeds of $16 million, and our
ADSs were listed on the NASDAQ Capital Market under the ticker symbol “KONE”. On August 17, 2018, we completed the
transactions contemplated by the Asset Exchange Agreement (“AEA”) with C Media Limited (“C Media”) entered
into on January 25, 2018. On August 20, 2018, we changed our name to Luokung Technology Corp., our American Depository Shares
(“ADSs”) were voluntarily delisted from the NASDAQ Capital Market on September 19, 2018 and on January 3, 2019 our
ordinary shares started trading on NASDAQ under the ticker symbol “LKCO”.
On
August 17, 2018, we consummated an asset exchange transaction, pursuant to which we exchanged all issued and outstanding capital
stock in Topsky Info-Tech Holdings Pte Ltd., the parent of Xi’an Softech Co., Ltd, for the issued and outstanding capital
stock of LK Technology (the “Asset Exchange”). In connection with the Asset Exchange, we changed our name on August
20, 2018, and on September 20, 2018, issued to the shareholders of C Media Limited, the former parent of LK Technology, (i) 185,412,599
of our ordinary shares, par value $0.01 per share and (ii) 1,000,000 of our preferred shares. Upon the consummation of the Asset
Exchange, we ceased our previous business operations and became a company focused on the provision of location-based service and
mobile application products for long distance rail travelers in China.
On
August 25, 2018, LK Technology entered into a Stock Purchase Agreement (the “Agreement”) with the shareholders of
Superengine, a limited liability company organized under the laws of the British Virgin Islands, pursuant to which LK Technology
acquired all of the issued and outstanding capital stock of Superengine for an aggregate purchase price of US$60 million (the
“Purchase Price”), which are paid by the issuance of our Ordinary Shares in an amount equal to the quotient of (x)
the Purchase Price divided by (y) the average of the closing prices of the Ordinary Shares on the NASDAQ Capital Market over the
12 months period preceding July 31, 2018. We are a party to the Agreement in connection with the issuance of the Ordinary Shares
and certain other limited purposes.
Corporate
Information
Our
principal executive offices are located at LAB32, SOHO 3Q, No 9, Guanghua Road, Chaoyang District, Beijing, People’s Republic
of China 100020. Our website is
www.luokung.com
. We routinely post important information on our
website. The information contained on our website is not a part of this annual report.
Our
agent for service of process in the United States is Worldwide Stock Transfer, LLC, the current transfer agent of the Company,
with a mailing address of One University Plaza, Suite 505, Hackensack, New Jersey 07601.
RISK
FACTORS
An
investment in our ordinary shares involves risk. Before you invest in ordinary shares issued by us, you should carefully consider
the risks involved. Accordingly, you should carefully consider:
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the
information contained in or incorporated by reference into this prospectus;
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the risks described in page 3 to page 19 of our Annual Report on
Form 20-F
, filed on April 24, 2019, for our most recent fiscal year, which are incorporated by reference into this prospectus; and
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other
risks and other information that may be contained in, or incorporated by reference from, other filings we make with the SEC.
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The
risk factors related to our business contained in or incorporated by reference into this prospectus comprise the material risks
of which we are aware. If any of the events or developments described actually occurs, our business, financial condition or results
of operations would likely suffer.
Going
Concern Note
The
Company’s consolidated financial statements that are incorporated by reference have been prepared on a going concern basis,
which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company
incurred losses from operations of $10,819,852, $6,871,542 and $12,283,219 for the years ended December 31, 2018, 2017 and 2016,
respectively. As of December 31, 2018, the Company had cash of $1,192,218 and a working capital deficit of $2,195,377. These conditions
indicate the existence of substantial doubt over the Company’s ability to continue as a going concern. In order to alleviate
the substantial doubt, the Company intend to meet the cash requirements for the next 12 months from the issuance date of this
report through a combination of debt and equity financing such as by way of private placements.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections
about our Company and industry and involve risks and uncertainties. All statements other than statements of historical fact in
this prospectus are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the
forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigations Reform Act of 1995.
You
can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results of operations,
business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:
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our
future business development, results of operations and financial condition;
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expected
changes in our net revenues and certain cost or expense items;
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our
ability to attract and retain customers; and
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trends
and competition in the spatial-temporal big-data processing and interactive location-based services market.
|
You
should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual
report completely and with the understanding that our actual future results may be materially different from what we expect. Other
sections of this annual report discuss factors which could adversely impact our business and financial performance. Moreover,
we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to
predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all
of our forward-looking statements by these cautionary statements.
You
should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual
report relate only to events or information as of the date on which the statements are made in this annual report. Except as required
by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
This
prospectus relates to our ordinary shares that may be offered and sold from time to time by the selling shareholders. We will
receive no proceeds from the sale of our ordinary shares by the selling shareholders in this Offering. The proceeds from the sales
will belong to the selling shareholders.
CAPITALIZATION
The
following table sets forth our capitalization as of December 31, 2018. You should read this table in conjunction with our consolidated
financial statements and the related notes included in our annual report on
Form 20-F
for the year ended December 31,
2018, which are incorporated by reference herein.
The
capitalization table does not include pro-forma adjustments for the number of shares which are being registered on the registration
statement of which this prospectus is a part and may be sold under the prospectus, because the full number of shares that may
be sold cannot be specifically determined as it will be based on the market price of an ordinary share from time to time when
puts are made by the Company.
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As of December 31,
2018
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USD$
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Long term borrowings
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244,755
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Shareholders’ equity:
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Preferred Shares ($0.01 par value; 1,000,000 shares authorized, issued and outstanding)
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10,000
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Ordinary Shares ($0.01 par value; 250,000,000 shares authorized; 199,317,558 shares issued and outstanding)
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1,993,176
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Additional paid in capital
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102,125,814
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|
Accumulated deficit
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(41,863,694
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)
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Accumulated other comprehensive loss
|
|
|
835,463
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Total Luokung Technology Corp. shareholders’ equity
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63,100,759
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|
|
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|
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Total equity
|
|
|
63,100,759
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Total capitalization
|
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63,345,514
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SELLING
SHAREHOLDERS
This
prospectus relates to the resale from time to time by the selling shareholders named in the table below
This
table is prepared based on information supplied to us by the selling shareholders, and reflects holdings as of July 16, 2019.
As used in this prospectus, the term “selling shareholders” includes the selling shareholders set forth below and
any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from
the selling shareholders as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Maximum
Number of Ordinary Shares to be Offered” pursuant to this prospectus” represents all of the ordinary shares the selling
shareholders may offer under this prospectus. The selling shareholders may sell some, all or none of its shares offered by this
prospectus. We do not know how long the selling shareholders will hold the shares before selling them, and we currently have no
agreements, arrangements, or understandings with the selling shareholders regarding the sale of any of the ordinary shares.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes ordinary
shares with respect to which the selling shareholders has voting and investment power.
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Number
of Ordinary shares Owned Prior to Offering
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|
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Maximum
Number of Ordinary Shares to be Offered
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Number
of Ordinary Shares Owned after Offering
|
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Name
of Selling Shareholders
|
|
Number
|
|
|
Percent
(1)
|
|
|
Number
(1)
|
|
|
Percent
|
|
Benjamin
Empire Limited (2)
|
|
|
11,266,796
|
|
|
|
5.60
|
%
|
|
|
-
|
|
|
|
-
|
|
Reach Smart International
Limited (2)
|
|
|
10,487,932
|
|
|
|
5.21
|
%
|
|
|
-
|
|
|
|
-
|
|
Geely Group Limited
(2)
|
|
|
6,962,832
|
|
|
|
3.46
|
%
|
|
|
-
|
|
|
|
-
|
|
Max Nova Holdings
Limited(2)
|
|
|
6,075,696
|
|
|
|
3.02
|
%
|
|
|
-
|
|
|
|
-
|
|
China Media Technology
Inc. (2)
|
|
|
4,919,138
|
|
|
|
2.44
|
%
|
|
|
-
|
|
|
|
-
|
|
Sijie Wang (2)
|
|
|
4,339,960
|
|
|
|
2.16
|
%
|
|
|
-
|
|
|
|
-
|
|
Venture Link Assets
(2)
|
|
|
4,067,672
|
|
|
|
2.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Mok Ah Wing (2)
|
|
|
111,167
|
|
|
|
0.06
|
%
|
|
|
-
|
|
|
|
-
|
|
Li, Po Sang (2)
|
|
|
4,168,761
|
|
|
|
2.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Perfect Go Development
Corporation (2)
|
|
|
4,084,288
|
|
|
|
2.03
|
%
|
|
|
-
|
|
|
|
-
|
|
Abyss Delight Limited
(2)
|
|
|
2,754,379
|
|
|
|
1.37
|
%
|
|
|
-
|
|
|
|
-
|
|
Perfect Victory
Enterprises Corporation (2)
|
|
|
2,249,670
|
|
|
|
1.12
|
%
|
|
|
-
|
|
|
|
-
|
|
Yuan Ma (2)
|
|
|
1,856,488
|
|
|
|
0.92
|
%
|
|
|
-
|
|
|
|
-
|
|
Shi Family 2018 Trust (2)
|
|
|
1,500,754
|
|
|
|
0.75
|
%
|
|
|
-
|
|
|
|
-
|
|
Longriver Trust (2)
|
|
|
1,427,973
|
|
|
|
0.71
|
%
|
|
|
-
|
|
|
|
-
|
|
Point Excellent
International Limited (2)
|
|
|
1,389,587
|
|
|
|
0.69
|
%
|
|
|
-
|
|
|
|
-
|
|
Utmost Vantage Ventures
Limited (2)
|
|
|
1,278,420
|
|
|
|
0.64
|
%
|
|
|
-
|
|
|
|
-
|
|
Winplus Global Limited
(2)
|
|
|
1,052,480
|
|
|
|
0.52
|
%
|
|
|
-
|
|
|
|
-
|
|
Kening Chen (2)
|
|
|
1,029,324
|
|
|
|
0.51
|
%
|
|
|
-
|
|
|
|
-
|
|
Honbridge Holdings
Limited (3)
|
|
|
2,000,000
|
|
|
|
0.99
|
%
|
|
|
-
|
|
|
|
-
|
|
ARM Pacific GP Holdings
Limited (2)
|
|
|
1,000,000
|
|
|
|
0.50
|
%
|
|
|
-
|
|
|
|
-
|
|
Peilan Song (2)
|
|
|
910,555
|
|
|
|
0.45
|
%
|
|
|
-
|
|
|
|
-
|
|
He, Xuechu (2)
|
|
|
889,772
|
|
|
|
0.44
|
%
|
|
|
-
|
|
|
|
-
|
|
Ku, Wai Kwan (2)
|
|
|
819,305
|
|
|
|
0.41
|
%
|
|
|
-
|
|
|
|
-
|
|
HuaXun International
Group Limited (2)
|
|
|
725,167
|
|
|
|
0.36
|
%
|
|
|
-
|
|
|
|
-
|
|
Peninsula Resources
Limited (2)
|
|
|
719,506
|
|
|
|
0.36
|
%
|
|
|
-
|
|
|
|
-
|
|
Raleigh Investment
Group Limited (2)
|
|
|
694,794
|
|
|
|
0.35
|
%
|
|
|
-
|
|
|
|
-
|
|
Saturn Glory Co.,
Ltd. (2)
|
|
|
641,878
|
|
|
|
0.32
|
%
|
|
|
-
|
|
|
|
-
|
|
Jinmin Gao (2)
|
|
|
588,185
|
|
|
|
0.29
|
%
|
|
|
-
|
|
|
|
-
|
|
Qingmei Luo (2)
|
|
|
572,010
|
|
|
|
0.28
|
%
|
|
|
-
|
|
|
|
-
|
|
Changbing Wang (2)
|
|
|
514,662
|
|
|
|
0.26
|
%
|
|
|
-
|
|
|
|
-
|
|
Sung Chai (2)
|
|
|
500,251
|
|
|
|
0.25
|
%
|
|
|
-
|
|
|
|
-
|
|
Yu Sheng Li (2)
|
|
|
497,387
|
|
|
|
0.25
|
%
|
|
|
-
|
|
|
|
-
|
|
Deluno Black Limited
(2)
|
|
|
454,447
|
|
|
|
0.23
|
%
|
|
|
-
|
|
|
|
-
|
|
Dianming Lin (2)
|
|
|
406,719
|
|
|
|
0.20
|
%
|
|
|
-
|
|
|
|
-
|
|
Kunxiang Zhou (2)
|
|
|
394,441
|
|
|
|
0.20
|
%
|
|
|
-
|
|
|
|
-
|
|
Mang, Yan (2)
|
|
|
346,918
|
|
|
|
0.17
|
%
|
|
|
-
|
|
|
|
-
|
|
Chu Wang (2)
|
|
|
311,513
|
|
|
|
0.15
|
%
|
|
|
-
|
|
|
|
-
|
|
Qi Zhang (2)
|
|
|
302,848
|
|
|
|
0.15
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
Number
of Ordinary shares Owned Prior to Offering
|
|
|
Maximum
Number of Ordinary Shares to be Offered
|
|
|
Number
of Ordinary Shares Owned after Offering
|
|
Name
of Selling Shareholders
|
|
Number
|
|
|
Percent
(1)
|
|
|
Number
(1)
|
|
|
Percent
|
|
Liangbing
Yu (2)
|
|
|
277,917
|
|
|
|
0.14
|
%
|
|
|
-
|
|
|
|
-
|
|
Yanling Wu (2)
|
|
|
263,888
|
|
|
|
0.13
|
%
|
|
|
-
|
|
|
|
-
|
|
Dan Wang (2)
|
|
|
216,329
|
|
|
|
0.11
|
%
|
|
|
-
|
|
|
|
-
|
|
Richform Investment
Limited (2)
|
|
|
206,805
|
|
|
|
0.10
|
%
|
|
|
-
|
|
|
|
-
|
|
Xiaorong Qu (2)
|
|
|
200,000
|
|
|
|
0.10
|
%
|
|
|
-
|
|
|
|
-
|
|
Hamilton Group Limited(2)
|
|
|
163,201
|
|
|
|
0.08
|
%
|
|
|
-
|
|
|
|
-
|
|
Lin Wu (2)
|
|
|
157,098
|
|
|
|
0.08
|
%
|
|
|
-
|
|
|
|
-
|
|
Jie Zhang (2)
|
|
|
143,901
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Tin, Wa (2)
|
|
|
138,959
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Jiaying Fu (2)
|
|
|
138,959
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Hu, Yuxi (2)
|
|
|
138,959
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Ng, Shuk Kwan (2)
|
|
|
138,959
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Ye Feng (2)
|
|
|
138,959
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Guoliang Zhang (2)
|
|
|
132,105
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Guanghao Zhou (2)
|
|
|
132,105
|
|
|
|
0.07
|
%
|
|
|
-
|
|
|
|
-
|
|
Xiaojun Lin (2)
|
|
|
124,144
|
|
|
|
0.06
|
%
|
|
|
-
|
|
|
|
-
|
|
Yan Shi (2)
|
|
|
113,118
|
|
|
|
0.06
|
%
|
|
|
-
|
|
|
|
-
|
|
Wei Wei (2)
|
|
|
111,167
|
|
|
|
0.06
|
%
|
|
|
-
|
|
|
|
-
|
|
Qinghong Cai (2)
|
|
|
100,050
|
|
|
|
0.05
|
%
|
|
|
-
|
|
|
|
-
|
|
Weihui Zhang (2)
|
|
|
100,000
|
|
|
|
0.05
|
%
|
|
|
-
|
|
|
|
-
|
|
Zhu, Deyi (2)
|
|
|
100,000
|
|
|
|
0.05
|
%
|
|
|
-
|
|
|
|
-
|
|
Jianwei Tan (2)
|
|
|
97,978
|
|
|
|
0.05
|
%
|
|
|
-
|
|
|
|
-
|
|
Dennis Michael Galgano
(2)
|
|
|
75,796
|
|
|
|
0.04
|
%
|
|
|
-
|
|
|
|
-
|
|
Shan Gao (2)
|
|
|
71,703
|
|
|
|
0.04
|
%
|
|
|
-
|
|
|
|
-
|
|
Zhijian Su (2)
|
|
|
66,052
|
|
|
|
0.03
|
%
|
|
|
-
|
|
|
|
-
|
|
Jinyan Zheng (2)
|
|
|
55,583
|
|
|
|
0.03
|
%
|
|
|
-
|
|
|
|
-
|
|
Tingting Xun (2)
|
|
|
50,025
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Wei Wu (2)
|
|
|
45,023
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Jianfeng Zhu (2)
|
|
|
40,683
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Hui Wang (2)
|
|
|
32,901
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Mario Andreas Feuerstein
(2)
|
|
|
30,880
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Huizhi Zhang (2)
|
|
|
30,372
|
|
|
|
0.02
|
%
|
|
|
-
|
|
|
|
-
|
|
Baoping Ji (2)
|
|
|
30,000
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
GC Capital Partners
Limited (2)
|
|
|
27,792
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
Muhong Chen (2)
|
|
|
27,792
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
Qian Wang (2)
|
|
|
23,085
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
Xiaofeng Guo (2)
|
|
|
8,837
|
|
|
|
0.00
|
%
|
|
|
-
|
|
|
|
-
|
|
Caixia Zhao (2)
|
|
|
2,779
|
|
|
|
0.00
|
%
|
|
|
-
|
|
|
|
-
|
|
Chunyang Li (2)
|
|
|
2,779
|
|
|
|
0.00
|
%
|
|
|
-
|
|
|
|
-
|
|
Jianfen Xue (2)
|
|
|
700,000
|
|
|
|
0.35
|
%
|
|
|
-
|
|
|
|
-
|
|
Treasure Zeal Limited
(2)
|
|
|
6,830,440
|
|
|
|
3.39
|
%
|
|
|
-
|
|
|
|
-
|
|
Tao Shuo (2)
|
|
|
20,000
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
Yang Guoliang (2)
|
|
|
30,000
|
|
|
|
0.01
|
%
|
|
|
-
|
|
|
|
-
|
|
Richever Limited
(2)
|
|
|
100,000
|
|
|
|
0.05
|
%
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
95,950,798
|
|
|
|
47.66
|
%
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
Assumes
the sale of all ordinary shares being offered pursuant to this prospectus.
|
|
|
|
|
(2)
|
The shareholder received these shares upon
the closing on August 17, 2018 of the Asset Exchange Agreement, by and between the Company
and C Media, pursuant to which the Company agreed to purchase all of the capital stock
and equity interests of the Company, together with its wholly-owned subsidiaries MMB
Limited and Mobile Media (China) Limited and all their respective subsidiaries, from
C Media in exchange for
(i)
185,412,599 ordinary shares of the Company, par value $0.01 per share, (ii) 1,000,000
preferred shares of the Company and (iii) all of the issued and outstanding capital stock
or equity interests of the Company’s subsidiary, Topsky Info-Tech Holdings Pte
Ltd., and its wholly-owned subsidiary Xi’an Softech Co., Ltd., including all entities
effectively controlled by Xi’an Softech Co., Ltd. through contractual arrangements
and variable business entities (the “Transaction”). The Asset Exchange Agreement
was filed with the SEC on April 10, 2018 as an exhibit to Form 6-K.
|
|
(3)
|
On January 16,
2019 the shareholder agreed to purchase 2,000,000 shares pursuant to a Securities Purchase
Agreement at a price of $6 per share 1,000,000 of such shares have been paid for and
1,000,000 of these shares are to be issued and paid for once this registration statement
is declared effective. The Securities Purchase Agreement was filed with the SEC on January
17, 2019 as an exhibit to a Form 6-K.
|
PLAN
OF DISTRIBUTION
The
selling shareholders, including any of their donees, pledgees, assignees and successors-in-interest may, from time to time, sell
any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities
are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, prices related to prevailing
market prices, fixed prices or negotiated prices. The selling shareholders may use any one or more of the following methods when
selling securities:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which
the broker-dealer will attempt to sell the ordinary shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
exchange
distributions in accordance with the rules of the applicable exchange;
|
|
●
|
privately
negotiated transactions;
|
|
●
|
settlements
of short sales;
|
|
●
|
transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such ordinary shares at a stipulated price per security;
|
|
●
|
writings
or settlements of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
combinations
of any such methods of sale; or
|
|
●
|
any
other methods permitted pursuant to applicable law.
|
The
selling shareholders may also sell ordinary under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of ordinary shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the ordinary shares or interests therein, the selling shareholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares in the course
of hedging the positions they assume. The selling shareholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or
other financial institution of ordinary shares offered by this prospectus, which ordinary shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling shareholders and any broker-dealers or agents that are involved in selling the ordinary shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the ordinary shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling shareholders have informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the ordinary shares.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the ordinary shares.
In addition, any ordinary shares covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the ordinary shares may be resold by
the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule
144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the
Securities Act or any other rule of similar effect or (ii) the sale of all of the ordinary shares pursuant to this prospectus
or Rule 144 under the Securities Act or any other rule of similar effect. The resale ordinary shares will be sold only through
registered or licensed brokers or dealers if required under applicable state ordinary shares laws. In addition, in certain states,
the resale ordinary shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale ordinary shares may not simultaneously
engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of ordinary shares of the ordinary shares by the selling shareholders or any other person. We will make copies of this
prospectus available to the selling shareholders and have informed it of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF SHARE CAPITAL
As
of the date of this prospectus, our memorandum of association and articles of association authorize the issuance of up to a maximum
of 251,000,000 shares, which are designated as (i) 250,000,000 of ordinary shares of which 200,317,558 ordinary shares are issued
and outstanding, and (ii) 1,000,000 preferred shares of which 1,000,000 preferred shares are issued and outstanding, in each case
with the rights, preferences and privileges as set out in the memorandum and articles of association of the Company.
The
following is a summary of the material provisions of our ordinary shares and our memorandum of association and articles of association.
Ordinary
Shares
All
of our issued and outstanding ordinary shares are fully paid and non-assessable. Holders of our ordinary shares who are non-residents
of the British Virgin Islands may freely hold and vote their shares.
Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), an Ordinary Share of the Company confers on the holder:
|
(a)
|
the
right to one vote at a meeting of the members or on any resolution of members;
|
|
(b)
|
the
right to an equal share in any distribution paid by the Company; and
|
|
(c)
|
the
right to an equal share in the distribution of the surplus assets of the Company on a winding up.
|
Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), a Preferred Share of the Company confers on the holder:
|
(a)
|
the
right to 399 votes at a meeting of the members or on any resolution of members;
|
|
(b)
|
the
right to an equal share in any distribution paid by the Company;
|
|
(c)
|
the
right to an equal share in the distribution of the surplus assets of the Company on a winding up;
|
|
(d)
|
be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more Private Transactions,
subject to Applicable Law; and
|
|
(e)
|
be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more Public Transactions,
subject to Applicable Law and Automatic Conversion of such Preferred Share(s) into Ordinary Share(s).
|
Each
Preferred Share shall be automatically converted at any time after issue and without the payment of any additional sum into an
equal number of fully paid Ordinary Shares upon the conclusion of any transfer by Mr. Xuesong Song to any third party through
one or more Public Transactions.
EXPENSES
We
are paying all of the expenses of the registration of our ordinary shares under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $110,309.87 which at the present time include the following categories
of expenses:
SEC registration fee
|
|
$
|
75,309.87
|
|
|
|
|
|
|
Legal fees and expenses
|
|
$
|
25,000
|
|
|
|
|
|
|
Accounting fees and expenses
|
|
$
|
10,000
|
|
|
|
|
|
|
Total
|
|
$
|
110,309.87
|
|
In
addition, we anticipate incurring additional expenses in the future in connection with the offering of our ordinary shares pursuant
to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
LEGAL
MATTERS
The validity of the ordinary shares offered
by this prospectus will be passed upon for us by Conyers Dill & Pearman 29
th
Floor, One Exchange Square, 8 Connaught
Place, Central, Hong Kong.
EXPERTS
The
consolidated financial statements as of December 2018 and 2017 and for the fiscal years ended December 31, 2018, 2017 and 2016
incorporated by reference into this prospectus have been audited by Moore Stephens CPA Limited, an independent registered public
accounting firm, to the extent and for the periods set forth in their report incorporated herein by reference, and are incorporated
by reference in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
Federal
securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file annual,
quarterly and current reports with the SEC. You may read and copy any document we file at the SEC’s public reference rooms,
including those located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on public reference rooms. Our SEC filings are also available to the public from the SEC’s web site at
http://www.sec.gov
.
We
have filed with the SEC a registration statement on
Form F-3
under the Securities Act with respect to the ordinary shares being
offering under this prospectus. This prospectus, which is a part of that registration statement, does not include all the information
contained in the registration statement and its exhibits. For further information with respect to our Company and the ordinary
shares, you should consult the registration statement and its exhibits. Statements contained in this prospectus concerning the
provisions of any documents are summaries of those documents, and we refer you to the document filed with the SEC for more information.
The registration statement and any of its amendments, including exhibits filed as a part of the registration statement or an amendment
to the registration statement are available for inspection and copying as described above.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” certain information we file with them in this prospectus. This means that
we can disclose important information to you by referring you to the other information we have filed with the SEC. The information
that we incorporate by reference is considered to be part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information. Further, all filings we make under the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference into this prospectus. The following documents filed by us with
the SEC and any future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior to the termination of this
offering are incorporated by reference:
|
●
|
our Annual Report
on
Form 20-F
for the fiscal year ended December 31, 2018, filed on April 24, 2019;
|
|
●
|
our Form 6-K filed
on July 9, 2019;
|
|
●
|
the description of the ordinary shares contained in our Registration Statement on
Form 8-A
, filed on May
7, 2010 (SEC File No. 001-34738), and any other amendment or report filed for the purpose of updating such description.
|
This
prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated
by reference in this prospectus. Reports we file with the SEC after the date of this prospectus may also contain information that
updates, modifies or is contrary to information in this prospectus or in documents incorporated by reference in this prospectus.
Investors should review these reports as they may disclose a change in our business, prospectus, financial condition or other
affairs after the date of this prospectus.
We
will also provide paper copies of our filings free of charge upon written or oral request. You can request a free copy of the
above filings or any filings subsequently incorporated by reference into this prospectus by writing or calling us at:
|
Luokung Technology Corp.
|
|
Attention: Investor Relations
|
|
LAB 32, SOHO 3Q, No 9, Guanghua Road
|
|
Chaoyang District, Beijing
|
|
People’s Republic of China, 100020 (tel.) (86) 10-85866721
|
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands
company, such as:
|
●
|
political
and economic stability;
|
|
|
|
|
●
|
an
effective judicial system;
|
|
●
|
a
favorable tax system;
|
|
|
|
|
●
|
the
absence of exchange control or currency restrictions; and
|
|
●
|
the
availability of professional and support services
|
However,
certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include:
|
●
|
the
British Virgin Islands has a less developed body of securities laws as compared to the
United States and provides significantly less protection to investors; and
|
|
●
|
British
Virgin Islands companies may not have standing to sue before the federal courts of the
United States.
|
Our
organizational documents do not contain provisions requiring that disputes, including those arising under the securities laws
of the United States, between us, our officers, directors and shareholders, be arbitrated.
Substantially
all of our current operations are conducted in China, and substantially all of our assets are located in China. The majority of
our directors and officers are nationals or residents of jurisdictions other than the United States. As a result, it may be difficult
for a shareholder to effect service of process within the United States upon such persons, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state in the United States.
We
have been informed by Conyers Dill & Pearman our counsel as to British Virgin Islands law, that the United States and the
British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in
civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the
United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically
enforceable in the British Virgin Islands. We have also been advised by Conyers Dill & Pearman that a final and conclusive
judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being
a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect
of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the Supreme Court of the British
Virgin Islands under the common law doctrine of obligation. This type of action should be successful upon proof that the sum of
money is due and payable, without having to prove the facts supporting the underlying judgment, as long as:
|
●
|
the
foreign court issuing the judgment had jurisdiction in the matter and we either submitted
to such jurisdiction or were resident or carrying on business within such jurisdiction
and were duly served with process; and
|
|
●
|
the
judgment was not contrary to public policy in the British Virgin Islands, was not obtained
by fraud or in proceedings contrary to the natural justice of the British Virgin Islands,
and was not based on an in British Virgin Islands law.
|
A
British Virgin Islands court may impose civil liability on us or our directors or officers in a suit brought in the Supreme Court
of the British Virgin Islands against us or these persons with respect to a violation of U.S. federal securities laws, provided
that the facts surrounding any violation constitute or give rise to a cause of action under British Virgin Islands law.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES
ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 of
1933 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
ordinary shares 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 of 1933 and will be governed by the final adjudication of such issue.
LUOKUNG
TECHNOLOGY CORP.
Up
to
95,950,798
Ordinary Shares
PROSPECTUS
____________,
2019
WE
HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER OF THESE ORDINARY SHARES IN ANY STATE WHERE AN OFFER IS NOT
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE OF THIS PROSPECTUS AND YOU SHOULD NOT ASSUME THAT THIS
PROSPECTUS IS ACCURATE AS OF ANY OTHER DATE.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 8.
Indemnification of Directors And Officers
British
Virgin 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 British Virgin Islands courts to be contrary
to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Under
our Memorandum and Articles of Association, we may indemnify our directors, officers, liquidators and agents against expenses
(including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection
with legal, administrative or investigative proceedings to which they are a party or are threatened to be made a party by reason
of their acting as our directors, officers, liquidators or agents. To be entitled to indemnification, these persons must have
acted honestly and in good faith and in the best interest of our company, and, in the case of criminal proceedings, they must
have had no reasonable cause to believe their conduct was unlawful.
Item
9. Exhibits
1
Incorporated by reference to Exhibit 1.1 of the Annual Report 20-F (file no. 001-34738) filed with the Securities and
Exchange Commission on April 24, 2019.
Item 10.
Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of ordinary shares offered
(if the total dollar value of ordinary shares offered would not exceed that which was registered) and any deviation from the low
or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the ordinary shares offered therein, and the offering of such ordinary shares at
that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the ordinary shares being registered which remain unsold
at the termination of the offering.
(4) To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the Registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information
are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of ordinary shares in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the ordinary shares in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
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 effective date, 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 effective date; or
(ii) If
the Registrant is subject to Rule 430C, 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
(6) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the ordinary shares, the undersigned Registrant undertakes that in a primary offering of ordinary shares of the undersigned
Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the ordinary shares to
the purchaser, if the ordinary shares 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 ordinary shares 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 ordinary shares 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.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the ordinary shares offered therein, and the offering of such ordinary shares at that time shall be deemed to be the
initial
bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 of
1933 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
ordinary shares 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 of 1933 and will be governed by the final adjudication of such issue.
(d) The
undersigned Registrant hereby undertakes:
(1) For
purposes of determining any liability under the Securities Act of 1933, 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
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 will 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 of 1933, each post-effective amendment that contains a form
of prospectus will be deemed to be a new registration statement relating to the ordinary shares offered therein, and the offering
of such ordinary shares at that time will be deemed to be the initial bona fide offering thereof.
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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Beijing, the People’s Republic of China, on this 17th day of July, 2019.
|
LUOKUNG
TECHNOLOGY CORP.
|
|
|
|
|
By:
|
/s/ Xuesong Song
|
|
|
Xuesong Song,
|
|
|
Chief
Executive 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 date indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
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/s/
Xuesong Song
|
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Chairman and Chief
Executive Officer
|
|
July 17, 2019
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Xuesong Song
|
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(Principal Executive
Officer)
|
|
|
|
|
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/s/
Jie Yu
|
|
Chief Financial
Officer
|
|
July 17, 2019
|
Jie Yu
|
|
(Principal Financial
Officer)
|
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*
|
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Director
|
|
July
17, 2019
|
Kegang Peng
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
July
17, 2019
|
Jin Shi
|
|
|
|
|
|
|
|
|
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*
|
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Director
|
|
July
17, 2019
|
Chuang Tao
|
|
|
|
|
|
|
|
|
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*
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Director
|
|
July
17, 2019
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Dennis Galgano
|
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*
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Director
|
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July
17, 2019
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Jiming Ha
|
|
|
|
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*
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Director
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July
17, 2019
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Zhihao Xu
|
|
|
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*By:
|
/s/
Jie Yu
|
|
|
as Attorney in
Fact
|
|
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