Securities Registration: Employee Benefit Plan (s-8)
December 02 2022 - 4:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 2,
2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JX LUXVENTURE LIMITED
(Exact name of registrant as specified in its charter)
| Republic of the Marshall Islands |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Bin Hai Da Dao No. 270
Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou
Xiu Ying District
Haikou City, Hainan Province 570100
People’s Republic of China
(Address of Principal Executive Offices, including
zip code)
JX LUXVENTURE NEW 2022 EQUITY INCENTIVE PLAN
(Full title of the plan)
| |
Copies of Correspondence to: |
| |
|
|
Bin Hai Da Dao No. 270
Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou
Xiu Ying District
Haikou City, Hainan Province 570100
People’s Republic of China
+ (86) 595 8889 6198
(Name, address, and telephone number, including
area
code, of agent for service) |
Joe Laxague, Esq.
Eleanor Osmanoff, Esq.
The Crone Law Group, P.C.
500 Fifth Avenue, Suite 938
New York, NY 10010
917-679-5931 |
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. (Check one):
| 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. ☐
INTRODUCTORY NOTE
This Registration Statement on Form S-8 of JX
Luxventure Limited (the “Company,” the “Registrant,” “we” or “our”), is filed for the
purpose of registering 20,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), issuable under
the new 2022 Equity Incentive Plan (the “JX Luxventure New 2022 Equity Incentive Plan” or “the New 2022 EIP”).
The New 2022 EIP was adopted on October 26, 2022
by the unanimous written consent of the board of directors of the Company and approved by the holders of 15,528,520 shares of Common Stock
of the Company, representing approximately 75% of the total issued and outstanding capital stock of the Company, acting by written consent,
in accordance with applicable provisions of the Marshall Island Business Corporations Act (“BCA”) and the Company’s
Bylaws. The New 2022 EIP authorizes for issuance of up to forty million (40,000,000) shares of Common Stock, subject to adjustments in
the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events
which change the number or kind of shares outstanding. On November 4, 2022, the Company registered 20,000,000 shares of Common Stock under
the New 2022 EIP pursuant to the registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), filed with the Securities and Exchange Commission (the “Commission”) (the “Prior Registration Statement”).
As of the date of this Registration Statement, all of the 20,000,000 shares of Common Stock registered in the Prior Registration Statement
were issued by the Company.
This Registration Statement is registering the
remaining 20,000,000 shares of Common Stock issuable pursuant to the New 2022 EIP. It relates to the Common Stock, the same class of securities
of the Company as to which the Prior Registration Statement relate and is filed pursuant to Instruction E of the General Instructions
to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration
Statement, to the extent relating to the registration of shares of Common Stock under the 2022 EIP and, except as otherwise set forth
in this Registration Statement, are incorporated by reference herein. This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The information called
for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the instructions
to Form S-8. In accordance with the rules and regulations of 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.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed
or furnished by the Company with the Commission, are incorporated in this Registration Statement by reference:
| |
● |
The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on May 13, 2022; |
| |
● |
The Company’s Reports on Form 6-K, furnished to the Commission
on May 24, 2022, June
2, 2022, June 22, 2022, July
13, 2022, July 26, 2022,
September 9, 2022, October
3, 2022, October 11, 2022,
October 19, 2022, October
28, 2022, November 1, 2022,
and November 9, 2022; |
| |
● |
The description of the Company’s Common Stock contained in Form 8-A12B, filed with the Commission on October 24, 2012, and any further amendment or report filed hereafter for the purpose of updating such description. |
All documents filed subsequent to the Form 20-F
by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that
all of the securities offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of
such documents.
Any statement 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. INDEX TO EXHIBITS.
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 S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Haikou City, People’s Republic of China, on this 2nd day of December, 2022.
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JX LUXVENTURE LIMITED |
| |
|
|
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By |
/s/ Sun Lei |
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|
Sun Lei |
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|
Chief Executive Officer and
Interim Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes and appoints Sun
Lei, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to sign any registration statement for the same offering covered by this Registration Statement on Form S-8
that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his/her or their 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 indicated
on December 2, 2022.
| SIGNATURE |
|
TITLE |
| |
|
|
| /s/ Sun Lei |
|
Chief Executive Officer and Co-Chairwoman, Director |
| Sun Lei |
|
(Principal Executive Officer); Interim Chief Financial Officer |
| |
|
(Principal Financial and Accounting Officer) |
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|
|
| /s/ Li Huidan |
|
Co-Chairman and Director |
| Li Huidan |
|
|
| |
|
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| /s/ Baojun Zhu |
|
Director |
| Baojun Zhu |
|
|
| |
|
|
| /s/ Mu Ruifeng |
|
Director |
| Mu Ruifeng |
|
|
| |
|
|
| /s/ Jin Yan |
|
Director |
| Jin Yan |
|
|
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