((Name, address, including zip code, and
telephone number, including area code, of agent for service)
If the only securities being registered on
this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than
securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant
to general Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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.
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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
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835,463
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Total Luokung Technology Corp. shareholders’ equity
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63,100,759
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Total equity
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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 23, 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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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
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Number
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Percent (1)
|
|
|
Number (1)
|
|
|
Percent
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Benjamin Empire Limited (2)
|
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11,266,796
|
|
|
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5.60
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%
|
|
|
-
|
|
|
|
-
|
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Reach Smart International Limited (2)
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10,487,932
|
|
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5.21
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%
|
|
|
-
|
|
|
|
-
|
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Geely Group Limited (2)
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|
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6,962,832
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|
|
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3.46
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%
|
|
|
-
|
|
|
|
-
|
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Max Nova Holdings Limited(2)
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6,075,696
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|
|
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3.02
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%
|
|
|
-
|
|
|
|
-
|
|
China Media Technology Inc. (2)
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|
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4,919,138
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|
|
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2.44
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%
|
|
|
-
|
|
|
|
-
|
|
Sijie Wang (2)
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4,339,960
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|
|
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2.16
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%
|
|
|
-
|
|
|
|
-
|
|
Venture Link Assets (2)
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|
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4,067,672
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|
|
|
2.02
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%
|
|
|
-
|
|
|
|
-
|
|
Mok Ah Wing (2)
|
|
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111,167
|
|
|
|
0.06
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%
|
|
|
-
|
|
|
|
-
|
|
Li, Po Sang (2)
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|
|
4,168,761
|
|
|
|
2.07
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%
|
|
|
-
|
|
|
|
-
|
|
Perfect Go Development Corporation (2)
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|
|
4,084,288
|
|
|
|
2.03
|
%
|
|
|
-
|
|
|
|
-
|
|
Abyss Delight Limited (2)
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|
|
2,754,379
|
|
|
|
1.37
|
%
|
|
|
-
|
|
|
|
-
|
|
Perfect Victory Enterprises Corporation (2)
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|
|
2,249,670
|
|
|
|
1.12
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%
|
|
|
-
|
|
|
|
-
|
|
Yuan Ma (2)
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|
|
1,856,488
|
|
|
|
0.92
|
%
|
|
|
-
|
|
|
|
-
|
|
Shi Family 2018 Trust (2)
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|
|
1,500,754
|
|
|
|
0.75
|
%
|
|
|
-
|
|
|
|
-
|
|
Longriver Trust (2)
|
|
|
1,427,973
|
|
|
|
0.71
|
%
|
|
|
-
|
|
|
|
-
|
|
Point Excellent International Limited (2)
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|
|
1,389,587
|
|
|
|
0.69
|
%
|
|
|
-
|
|
|
|
-
|
|
Utmost Vantage Ventures Limited (2)
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|
|
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;
|
|
●
|
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.
|
Article 157 of our Articles
of Association requires that differences arising between the Company and any member in respect of the true intent and construction
or the incidence or consequences of the articles or the BVI Business Companies Act, touching anything done or executed, omitted
or suffered in pursuance of the BVI Business Companies Act or touching any breach or alleged breach or otherwise relating to the
premises or to the articles or to the BVI Business Companies Act or other BVI law affecting the Company or to any of the affairs
of the Company, be referred to arbitration. Other than with respect to disputes of the type set out in Article 157,
arbitration is not stated to be the means for resolving matters with our shareholders. This provision does not apply to claims
made under the federal securities laws of the United States.
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:
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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
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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.
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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
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1
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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.
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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 24th day of July, 2019.
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LUOKUNG TECHNOLOGY CORP.
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By:
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/s/ Xuesong Song
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Xuesong Song,
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Chief Executive Officer
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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
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Title
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Date
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/s/ Xuesong Song
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Chairman and Chief Executive Officer
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July 24, 2019
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Xuesong Song
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(Principal Executive Officer)
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/s/ Jie Yu
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Chief Financial Officer
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July 24, 2019
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Jie Yu
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(Principal Financial Officer)
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*
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Director
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July 24, 2019
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Kegang Peng
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*
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Director
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July 24, 2019
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Jin Shi
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*
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Director
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July 24, 2019
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Chuang Tao
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*
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Director
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July 24, 2019
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Dennis Galgano
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*
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Director
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July 24, 2019
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Jiming Ha
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*
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Director
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July 24, 2019
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Zhihao Xu
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*By:
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/s/ Jie Yu
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as Attorney in Fact
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II-5
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