AS
FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2019
REGISTRATION
NO. 333-217792
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 6 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UBI
BLOCKCHAIN INTERNET, LTD.
(Exact
name of registrant as specified in its charter)
Delaware
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7380
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27-3349143
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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Incorporation or Organization)
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Classification
Number)
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Identification
No.)
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SmartSpace
3F, Level 9, Unit 908, 100 Cyberport Rd.,
Hong
Kong, People’s Republic of China
(Address
of Principal Executive Offices) (Zip Code)
(852)
36186110
(Registrant’s
telephone number, including area code)
UBI
Blockchain Internet, Ltd.
245
Park Ave., 39th Floor
New
York, NY 10167
Telephone:
(212) 372-8836
(Name,
Address, Including Zip Code and Telephone Number,
Including
Area Code, of Agent for Service)
WITH
COPIES OF ALL CORRESPONDENCE TO:
MARTIN
H. KAPLAN, Esq.
GUSRAE
KAPLAN NUSBAUM PLLC
120
WALL STREET, 25
TH
fLOOR
nEW YORK, NY 10005
PHONE:
(212) 269-1400
FAX:
(212) 809-4147
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable. This Post-Effective Amendment deregisters those securities
that remain unsold as of the date hereof.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed, a 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.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
Reporting Company [X]
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Emerging
Growth Company [ ]
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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.
[ ]
DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 6 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-1
(File No. 333-217792) of UBI Blockchain Internet, Ltd. a Delaware corporation (the “Company”), which was filed with
the U.S. Securities and Exchange Commission on May 9, 2017 (the “Registration Statement”), and declared effective
by the SEC on December 22, 2017, relating to the registration for the resale of up to 20,582,000 shares of Class A common stock
of the Company, par value $0.001 per share (“Class A Common Stock”), and 51,700,000 shares of Class C common stock
of the Company, par value $0.001 per share (“Class C Common Stock” and with the Class A Common Stock, the “Common
Stock”) by the selling stockholders identified in the Registration Statement. On January 5, 2018, the Securities and Exchange
Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in
the securities of the Company commencing 9:30 a.m. EST on January 8, 2018, and terminating at 11:59 p.m. EST, on January 22, 2018.
The Registration Statement was subsequently amended by post-effective amendment no. 1, filed on February 2, 2018, post-effective
amendment no. 2, filed on April 4, 2018, post-effective amendment 3, filed on April 19, 2018, post-effective amendment 4, filed
on March 15, 2018, and post-effective amendment 5, filed on July 2, 2018 (collectively, the “Post-Effective Amendments”).
None of the Post-Effective Amendments were declared effective. The Company determined not file further post-effect amendments
and to terminate the offering. On May 1, 2019, the Company filed an application to withdraw the Post-Effective Amendments.
In
accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby amends the Registration
Statement to remove from registration all of the unsold shares of Common Stock.
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 the requirements for filing on Form S-1/A and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Hong Kong, People’s Republic of China.
Date:
April 1, 2019
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UBI
BLOCKCHAIN INTERNET, LTD.
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By:
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/s/
Tony Liu
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Tony
Liu
Chairman and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Name
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Position
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Date
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/s/
Tony Liu
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Chairman
and Chief Executive Officer
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April
1, 2019
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Tony
Liu
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(Principal
Executive Officer)
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/s/
Chan Cheung
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Chief
Financial Officer and Corporate Secretary
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April
1, 2019
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Chan
Cheung
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(Principal
Financial and Accounting Officer)
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/s/
Jun Min
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Director
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April
1, 2019
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Jun
Min
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/s/
Cosimo J. Patti
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Independent
Director
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April
1, 2019
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Cosimo
J. Patti
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