Securities Registration: Employee Benefit Plan (s-8)
April 28 2023 - 4:49PM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on April 28,
2023
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ebang International
Holdings Inc.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
12 Marina view
#20-02B
Asia Square Tower 2
Singapore, 01896
+86 571-8817-6197
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Ebang International Holdings Inc.
2021 Share Incentive Plan
(Full title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
| |
|
|
|
Dong Hu
Chairman and CEO
12 Marina view
#20-02B
Asia Square Tower 2
Singapore, 01896
+86 571-8817-6197
|
|
David E. Danovitch, Esq.
Michael DeDonato, Esq.
Hermione M. Krumm, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
(212) 660-3060 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
| Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☐ |
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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. ☒
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8
is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I
of Form S-8. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”)
and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424, but will be delivered to the participants in the equity incentive
plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents, and the
documents incorporated by reference in Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following document filed by the Registrant
with the Commission is incorporated by reference herein:
| (1) |
The Registrant’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2022, filed with the Commission on April 28, 2023; and
|
| (2) |
The description of our Class A ordinary shares contained in (i) our registration statement on Form 8-A, filed with the SEC on June 17, 2020 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description and (ii) Exhibit 2.5—Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, to our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 28, 2023. |
All documents filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide indemnification of officers and directors, except to the extent that any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against fraud or
dishonesty.
Our second amended and restated articles of association provide that
each officer or director of the Company (but not auditors) shall be indemnified out of our assets and profits against all actions, costs,
charges, losses, damages and expenses incurred or sustained by such director or officer, by or by reason of any act done, concurred in
or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts, other than by reason of such
person’s own dishonesty or fraud.
In addition, the Registrant has entered, and intends
to continue to enter into, indemnification agreements, substantially in the form filed as Exhibit 10.1 to the Registrant’s
Registration Statement on Form F-1 (Registration No. 333-237843), as amended, initially filed with the Commission on April 24,
2020, with its directors and executive officers to indemnify such persons in connection with claims made by reason of their being such
a director or executive officer.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed
as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
ITEM 9. 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; |
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(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and |
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(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities 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 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 Commission such indemnification is against public policy as expressed in the Securities Act, 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 securities 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 and will be governed by the final adjudication of such issue. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Hangzhou, Zhejiang Province, People’s Republic of China, on April 28, 2023.
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Ebang International Holdings Inc. |
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By: |
/s/ Dong Hu |
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Name: |
Dong Hu |
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Title: |
Chairman, Chief Executive Officer and
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Dong Hu as his or her true and lawful attorneys-in-fact and agent,
each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, as amended, and all post-effective
amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof. 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.
| Signature |
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Title |
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Date |
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| /s/ Dong Hu |
|
Chairman, Chief Executive Officer and Chief Financial Officer |
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April 28, 2023 |
| Dong Hu |
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(principal executive officer, principal financial officer and principal accounting officer) |
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| /s/ Chunjuan Peng |
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Director |
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April 28, 2023 |
| Chunjuan Peng |
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| /s/ Yanqing Gao |
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Director |
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April 28, 2023 |
| Yanqing Gao |
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| /s/ Tingjie Lyu |
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Director |
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April 28, 2023 |
| Tingjie Lyu |
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| /s/ Mingming Su |
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Director |
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April 28, 2023 |
| Mingming Su |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Ebang International Holdings Inc. has signed this registration
statement or amendment thereto in New York, New York on April 28, 2023.
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US Authorized Representative
Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf of Cogency Global Inc. |
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