NETE Net Element Inc

As filed with the Securities and Exchange Commission on March 6, 2020

File No. 333-186621

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 6 TO

REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-186621)

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

3363 NE 163rd St., Suite 705
North Miami Beach, Florida 33160
(305) 507-8808

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Ginsberg

Chief Financial Officer

Net Element, Inc.
3363 NE 163rd St., Suite 705
North Miami Beach, Florida 33160
(305) 507-8808

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

with a copy to:

Serge Pavluk, Esq.

Snell & Wilmer L.L.P.

350 South Grand Avenue, 31^st Floor

Los Angeles, California 90071-3406

Telephone: (213) 929-2500

Approximate date of commencement of proposed sale to the public: Not applicable.

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.D. 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.D. 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

DEREGISTRATION OF EXPIRED SECURITIES

Net Element, Inc. (the “Company”) is filing this Post-Effective Amendment No. 6 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-186621) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on February 12, 2013, is being filed to deregister certain expired securities that were registered under the Registration Statement.

The Registration Statement registered: (a) up to 4,334,000 warrants to purchase common stock, par value $0.0001 per share, at an exercise price of $7.50 per share, that were originally issued by Cazador Acquisition Corporation Ltd., a blank check company incorporated as a Cayman Islands exempted company and the Company’s predecessor (“Cazador”), to Cazador Sub Holdings Ltd., in connection with a private placement prior to Cazador’s initial public offering (the “Warrants”); (b) up to 4,334,000 shares of Warrant Stock (as defined in the Registration Statement) issuable upon the exercise of the Warrants so long as such Warrants were exercised by transferees who acquired those Warrants in registered transactions following the effective date of the Registration Statement; (c) up to 4,334,000 shares of Warrant Stock issuable in transactions exempt from registration under the Securities Act of 1933, as amended, upon the exercise of the Warrants by the selling security holders listed in the Registration Statement; and (d) the resale from time to time by the selling security holders listed in the Registration Statement of up to 6,538,544 shares of Additional Stock (as defined in the Registration Statement). The Warrants, the Warrant Shares and Additional Stock are referred to collectively as the “Securities.” Unless stated otherwise, all numbers herein are not adjusted for any reverse stock splits undertaken by the Company.

The Warrants expired on October 1, 2017, and a registration statement is no longer required for any resale of Additional Stock. As a result, the Company has no further obligation to maintain the effectiveness of a registration statement with respect to the Securities. As a result of this deregistration, none of the Securities remain registered for sale pursuant to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida on March 6, 2020.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

* By: /s/ Jeffrey Ginsberg                          

          Jeffrey Ginsberg, as attorney-in-fact

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