As filed with the U.S.
Securities and Exchange Commission on July 15, 2024
Registration No. 333-[__]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ICZOOM Group 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 Number) |
Room 3801, Building A, Sunhope e·METRO,
No. 7018 Cai Tian Road
Futian District, Shenzhen
Guangdong, China, 518000
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Arila Zhou, Esq.
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, NY 10017
Tel: 212-451-2908
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 ☐ |
|
Accelerated filer ☐ |
| |
Non-accelerated filer ☒ |
|
Smaller reporting company ☐ |
| |
|
|
Emerging growth company ☒ |
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. ☐
EXPLANATORY NOTE
This registration statement
is being filed by the registrant in accordance with the requirements of Form S-8 in order to register 6,250,000 Class A ordinary shares,
par value of $0.16 (the “Class A Ordinary Shares”) of ICZOOM Group Inc. (the “Company”) issuable pursuant to the
2015 equity incentive plan of the Company, as amended (the “2015 Equity Incentive Plan”) adopted by the Board of Directors
of the Company.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee
Plan Annual Information.*
| * | The documents containing the
information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the 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 under the Securities Act. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously
filed or furnished by the Registrant with the SEC are incorporated herein by reference in this Registration Statement:
| (a) | The Company’s Annual Report on Form
20-F/A for its fiscal year ended June 30, 2023, filed with the Commission on April 29, 2024 ; |
| (c) | The description of the Company’s Class A Ordinary Shares
incorporated by reference in the Company’s registration statement on Form
8-A (File No. 001-41645) filed with the Commission on March 14, 2023, including any amendment and report subsequently filed for the
purpose of updating that description; and |
All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, 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; provided, however, that, unless expressly incorporated into this registration statement, documents or information deemed to
have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is 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 amended, 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.
Subject to the provisions of
the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and the memorandum and articles of association of
the Company, every Director, secretary, or other officer of the Company (including alternate directors, proxy directors and former directors
and officers) shall be entitled to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses,
claims, losses or liabilities which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution
of the duties of their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending
any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent
that any of the foregoing arise through his dishonesty, gross negligence or fraud..
Pursuant to the form of indemnification
agreement, which was filed as Exhibit 10.5 to the Company’s registration statement on Form F-1, as amended (Registration No. 333-259012),
the Company has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such person
in connection with claims made by reason of their being such a director or officer.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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: |
| (i) | to include any prospectus required by Section 10(a)(3) of the
Securities Act; |
| (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 |
| (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) above 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
| (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. |
| (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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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. |
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the People’s Republic of China, on 15th day of July, 2024.
| |
ICZOOM Group Inc. |
| |
|
| |
By: |
/s/ Lei Xia |
| |
Name: |
Lei Xia |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each of Lei Xia and Duanrong Liu as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, 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 and to
file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission,
granting unto any said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their substitute or substitutes, 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 |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Lei Xia |
|
Chief Executive Officer and Chairman |
|
July 15, 2024 |
| Lei Xia |
|
(Principal Executive Officer, Principal Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/ Duanrong
Liu |
|
Chief Operating Officer and Director |
|
July 15, 2024 |
| Duanrong Liu |
|
|
|
|
| |
|
|
|
|
| /s/ Qi (Jeff)
He |
|
Director |
|
July 15, 2024 |
| Qi (Jeff) He |
|
|
|
|
| |
|
|
|
|
| /s/ Wei Xia |
|
Director |
|
July 15, 2024 |
| Wei Xia |
|
|
|
|
| |
|
|
|
|
| /s/ Tianshi
(Stanley) Yang |
|
Director |
|
July 15, 2024 |
| Tianshi (Stanley) Yang |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of the Company has signed this Registration Statement or
amendment thereto in Newark, DE, on July 15, 2024.
| |
Authorized U.S. Representative |
| |
|
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
| |
|
Puglisi & Associates |
EXHIBIT INDEX
Exhibit 5.1
|
ICZOOM Group Inc.
c/o - Vistra (Cayman) Limited
P. O. Box 31119 Grand Pavilion
Hibiscus Way, 802 West Bay Road
Grand Cayman, KY1 - 1205
Cayman Islands |
|
D +852 3656 6054/
+852 3656 6061 |
| |
E nathan.powell@ogier.com/
florence.chan@ogier.com |
| |
|
| |
Reference: FYC/ACG/180023.00004 |
15 July 2024
Dear Sirs
ICZOOM Group Inc. (the Company)
We have acted as Cayman Islands counsel to the
Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the
Form S-8), filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities
Act of 1933, as amended (the Act) on or about the date hereof. The Form S-8 relates to the Company’s amended and restated 2015
equity incentive plan which took effect on 26 October 2020 (the Amended and Restated Plan), and as amended by an Amendment to the
Plan dated 8 August 2022 (the Amendment, and together with the Amended and Restated Plan, the 2015 Equity Incentive Plan).
Unless a contrary intention appears, all capitalised
terms used in this opinion have the respective meanings set forth in the Documents (as defined below). A reference to a Schedule is a
reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving this opinion,
we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 18 June 2015 and a certificate of incorporation
on change of name dated 3 May 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
| (b) | the third amended and restated memorandum and articles of association of the Company adopted by the special
resolutions passed on 8 August 2022 (the Memorandum and Articles); |
| (c) | a certificate of good standing dated 27 March 2024 (the Good Standing Certificate) issued by the
Registrar in respect of the Company; |
Ogier
Providing advice on British Virgin
Islands,
Cayman Islands and Guernsey laws
Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong
T +852 3656 6000
F +852 3656 6001
ogier.com |
Partners
Nicholas Plowman
Nathan Powell
Anthony Oakes
Oliver Payne
Kate Hodson
David Nelson
Justin Davis
Florence Chan* |
Lin Han†
Cecilia Li**
Rachel Huang**
Joanne Collett**
Richard Bennett**‡
James Bergstrom‡
Marcus Leese‡
|
* admitted in New Zealand
† admitted in New
York
** admitted in England and Wales
‡
not ordinarily resident in Hong Kong |
Page 2
of 4
| (d) | a copy of the register of directors and officers of the Company as provided to us on 20 June 2024 (the
ROD); |
| (e) | a copy of the listed shareholder list of the Company in respect of the class A ordinary shares and class
B ordinary shares of the Company as provided to us on 9 July 2024 (the ROM, and together with the ROD, the Registers); |
| (f) | a copy of the 2015 Equity Incentive Plan (including, without limitation, the Amended and Restated Plan
and the Amendment); |
| (g) | a copy of the unanimous written resolutions of the directors of the Company dated 26 October 2020; |
| (h) | a copy of the unanimous written resolutions of the directors of the Company dated 8 August 2022; |
| (i) | a copy of the unanimous written resolutions of the directors of the Company dated 10 July 2024 (and together
with item (g) and (h) above, the Board Resolutions); |
| (j) | a certificate from a director of the Company dated 15 July 2024 as to certain matters of facts (the Director’s
Certificate); and |
In giving this opinion we have relied
upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect
of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals
and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete
as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied,
supplemented or revoked in any respect; |
| (f) | all copies of the Form S-8 are true and correct copies and the Form S-8 conforms in every material respect
to the latest drafts of the same produced to us and, where the Form S-8 has been provided to us in successive drafts marked to show changes
from a previous draft, all such changes have been accurately marked; |
| (g) | the Board Resolutions remain in full force and effect and have not been, and will not be, rescinded or
amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised
the standard of care, diligence and skill that is required of him or her in approving the 2015 Equity Incentive Plan and no director has
a financial interest in or other relationship to a party of the transactions contemplated by the Board Resolutions which has not been
properly disclosed in the Board Resolutions; |
Page 3
of 4
| (h) | neither the directors and shareholders of the Company have taken or will take any steps to wind up the
Company or to appoint a liquidator or restructuring officer of the Company, and no receiver has been or will be appointed over any of
the Company’s property or assets; |
| (i) | the maximum number of Class A Ordinary Shares (as defined below) which the Company is required to issue
(whether as a principal issue or on the conversion, exchange or exercise of the securities in connection with the awards issuable under
the 2015 Equity Incentive Plan) under the 2015 Equity Incentive Plan to fulfil its obligation (the ESOP Shares) will not exceed
the Company’s authorised but unissued share capital then in place and the consideration payable for each ESOP Share shall be no less than
the par value thereof; and |
| (j) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein. |
On the basis of the examinations and
assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion
that:
Corporate
status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar under the laws of the Cayman Islands. |
Authorised
Share capital
| (b) | The authorised share capital of the Company is US$5,600,000 divided into 30,000,000 Class A ordinary shares
of a par value of US$0.16 each (the Class A Ordinary Shares) and 5,000,000 Class B ordinary shares of a par value of US$0.16 each
(the Class B Ordinary Shares). |
Valid Issuance
of ESOP Shares
| (c) | The ESOP Shares to be issued under the 2015 Equity Incentive Plan have been duly authorised by all necessary
corporate actions of the Company and, upon the issuance and delivery of the ESOP Shares in accordance with the Memorandum and Articles,
the Board Resolutions and the terms of the 2015 Equity Incentive Plan and once consideration of not less than the par value is fully paid
per ESOP Share in accordance with the 2015 Equity Incentive Plan to the Company, the ESOP Shares will be validly issued, fully paid and
non-assessable. Once the register of members of the Company has been updated to reflect the issuance of the ESOP Shares, the shareholders
recorded in the register of members of the Company will be deemed to have legal title to the ESOP Shares of the Company set out against
their respective name. |
Page
4 of
4
| 4 | Limitations and Qualifications |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the 2015 Equity Incentive Plan to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman
Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the
occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Form S-8 and any
other agreements into which the Company may have entered or any other documents. |
| 4.2 | Under the Companies Act (Revised) (the Companies Act) of the Cayman Islands annual returns in respect
of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay
annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial
Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with
the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing
with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than
the Companies Act. |
| 5 | Governing law of this opinion |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion. |
We hereby consent to the filing of
this opinion as an exhibit to the Form S-8.
This opinion may be used only in connection
with the Form S-8 while the 2015 Equity Incentive Plan is effective.
Yours faithfully
/s/ Ogier
Ogier
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in this Registration Statement of ICZOOM Group Inc. on Form S-8 of our report dated December 2, 2022, except for Note 10, as to which
the date is December 14, 2022, with respect to our audit of the consolidated financial statements of ICZOOM Group Inc. as of June 30,
2022, and for the year then ended, appearing in the Annual Report on Form 20-F/A of ICZOOM Group Inc. for the year ended June 30,
2023.
We were dismissed as auditors on April 3, 2023
and, accordingly, we have not performed any audit or review procedures with respect to any financial statements incorporated by reference
in this registration statement, including for the year ended June 30, 2023 and the periods after the date of our dismissal.
/s/ Friedman LLP
New York, New York
July 15, 2024
Exhibit 23.3
| AUDIT
ALLIANCE LLP® |
 |
A Top 18 Audit Firm
10 Anson Road, #20-16 International Plaza, Singapore 079903.
UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428
Website: www.allianceaudit.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated October 31, 2023, with respect to the consolidated financial
statements of ICZOOM GROUP INC. as of June 30, 2023 and for the year ended June 30, 2023 which appears in the annual report on Form 20-F/A
of ICZOOM GROUP INC. for the year ended June 30, 2023. We also consent to the reference to our firm under the heading “Experts”
in such Registration Statement.
July 15, 2024
Exhibit 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
ICZOOM Group Inc.
(Exact Name of Registrant as Specified in its Charter)
……………………………………………………..
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward
Securities
| | |
Security Type | |
Security
Class Title | |
Fee
Calculation
Rules | |
Amount
Registered | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Fees to Be Paid | |
Equity | |
Class A ordinary shares, par value $0.16 per share | |
Rule 457(c) Rule 457(h) | |
| 6,250,000 | (1) | |
$ | 1.96 | (2) | |
$ | 12,218,750 | | |
| 0.00014760 | | |
$ | 1,803.49 | |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Offering Amounts | | |
| | | |
$ | 12,218,750 | | |
| | | |
$ | 1,803.49 | |
| | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
$ | 0 | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 1,803.49 | |
| (1) | Represents 6,250,000 Class A ordinary shares, par value of $0.16 (the “Class A Ordinary Shares”) of ICZOOM Group Inc.
(the “Company”) issuable pursuant to the Company’s 2015 Equity Incentive Plan. |
| (2) | The proposed maximum offering price per Class A Ordinary Share,
which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities
Act, is based on US$1.96 per Ordinary Share, the average of the high and low prices for the Company’s Class A Ordinary Shares as
quoted on the Nasdaq Capital Market on July 10, 2024. |
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