KRFG King Resources Inc (PK)

Registration No. [•]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE 

SECURITIES ACT OF 1933

 

KING RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		13-3784149
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

Unit 1813, 18/F, Fo Tan Industrial Centre
26-28 Au Pui Wan Street
Fo Tan, Hong Kong
+ 852 3585 8905
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

KING RESOURCES, INC. 2022 STOCK INCENTIVE PLAN

(Full title of the plan)

 

FU Wah

Chief Executive Officer

King Resources, Inc.

+ 852 2818 7199

 

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

 

Copies to:

Jenny Chen-Drake, Esq.

CHEN-DRAKE LAW

1441 New Highway 96 West Suite 2, #123

Franklin, Tennessee 37064

(310) 358-0104

 

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. ☐

 

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

The Registrant has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act to register 331,000,000 additional shares of Common Stock issuable pursuant to the Registrant’s 2022 Stock Incentive Plan (the “Plan”).

 

Pursuant to the Registration Statement on Form S-8 (File No. 333-266626) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 8, 2022 as amended by Amendment No. 1 to Registration Statement on Form S-8 filed with the Commission on September 15, 2022 (collectively, the “Prior Registration Statements”), the Registrant previously registered an aggregate of 202,000,000 shares of Common Stock under the 2014 Plan.

 

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference, to the extent not superseded hereby.

 

 

 

 

 

 

 

 

 

 

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

 

	(1)	Our Annual Report on Form 10-K (File No. 000-56396) for the fiscal year ended March 31, 2023 filed with the SEC on July 14, 2023, pursuant to Section 13(a) under the Exchange Act of 1934 (the “Exchange Act”);
	(2)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the period covered by the document referred to in (1) above;
	(3)	Our Current Report on Form 8-K filed with the SEC on November 20, 2023;
	(4)	Our Current Report on Form 8-K filed with the SEC on January 4, 2024; and
	(5)	The description of our Common Stock contained in Exhibit 4.2 to our Annual Report on Form 10-K (File No. 000-56396) for the fiscal year ended March 31, 2022 filed with the SEC on July 14, 2023, pursuant to Section 13(a) under the Exchange Act.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be part hereof from the date of the 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 the 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Notwithstanding the foregoing, documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 8. Exhibits.

 

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

 

EXHIBIT INDEX

 

			Incorporated by Reference
Exhibit No.	Exhibit Title	Herewith	Form	File No.	Date Filed
4.1	Certificate of Incorporation		Form 10 (Exhibit 3.1)	000-56396	02/14/2022
4.2	Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock		Amendment No. 1 to Form 10 (Exhibit 3.2)	000-56396	03/25/2022
4.3	Amended and Restated Bylaws		Form 10 (Exhibit 3.3)	000-56396	02/14/2022
4.4	Specimen Stock Certificate		Amendment No. 1 to Form 10 (Exhibit 4.1)	000-56396	3/25/2022
5.1	Opinion of Chen-Drake Law, P.C. regarding legality of securities being registered	X
10.1	Form of Consultancy Agreement		Form S-8 (Exhibit 10.1)	333-266626	8/8/2022
23.1	Consent of J&S Associate PLT, Independent Registered Public Accounting Firm	X
23.2	Consent of Chen-Drake Law, P.C. (included in Exhibit 5.1)	X
24.1	Power of Attorney (included on signature page)	X
99.1	King Resources, Inc. 2022 Stock Incentive Plan		Form S-8 (Exhibit 99.1)	333-266626	8/8/2022
107	Calculation of Filing Fee Table	X

 

 

 

 

 

 

 

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 Hong Kong on the 9th day of February, 2024.

 

	King Resources, Inc.
	By:	/s/ FU Wah
		Fu Wah
		Chief Executive Officer

   

  

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints FU Wah, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of King Resources, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

 

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

 

Name		Capacity		Date
/s/ Fu Wah FU Wah		Chief Executive Officer, Secretary and Director (Principal Executive Officer)		February 9, 2024

 

/s/ WONG Kan Tat Frederick WONG Kan Tat Frederick		Independent Director		February 9, 2024
/s/ LO Mei Fan Pauline LO Mei Fan Pauline		Independent Director		February 9, 2024

 

 

 

 

 

 

EXHIBIT 5.1

 

CHEN-DRAKE LAW GROUP, P.C.

1441 New Highway 96 West Suite 2, #123

Franklin, Tennessee 37064

(310) 358-0104 (t); 888-896-7763 (f)

 

February 9, 2024

 

King Resources, Inc.

Unit 1813, 18/F, Fo Tan Industrial Centre

26-28 Au Pui Wan Street

Fo Tan, Hong Kong

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by King Resources, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration for resale under the Securities Act of an aggregate of up to Three Hundred Thirty One Million (331,000,000) shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), out of the Five Hundred Thirty Three Million (533,000,000) shares of the Common Stock reserved for issuance pursuant to the King Resources, Inc. 2022 Stock Incentive Plan (the “Plan Shares”), on behalf of the selling securityholders or their permitted transferees described in the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

As counsel to the Company in connection with the Registration Statement, we have examined the actions taken by the Company in connection with the authorization of the issuance of the Shares, and such documents as we have deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

 

We express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.

        

Based upon and subject to the foregoing, it is our opinion that when the Plan Shares have been issued pursuant to the applicable provisions of the Plan, and pursuant to the agreements that accompany the Plan, and in accordance with the Registration Statement, such Plan Shares will be validly issued, fully paid and nonassessable.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
		/s/ Chen-Drake Law
		Chen-Drake Law

 

 

EXHIBIT 23.1

 

 

J&S ASSOCIATE PLT 202206000037 (LLP0033395-LCA) & AF002380 (Registered with PCAOB and MIA) B-11-14, Megan Avenue II 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia.

Tel: +603-4813 9469 Email: info@jns-associate.com Website: jns-associate.com

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors

KING RESOURCES, INC.

 

 

We consent to the inclusion in this Registration Statement on registration of additional securities of our report dated July 14, 2023 relating to our audit of the consolidated balance sheet of King Resources, Inc as of March 31, 2023 and related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the year ended March 31, 2023, and the related notes thereto.

 

 

 

/s/ J&S Associate PLT

 

Certified Public Accountants

PCAOB Number: 6743

 

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia

 

February 9, 2024

 

EXHIBIT 107

 

CALCULATION OF FILING FEE TABLE

 

FORM S-8

(Form Type)

 

KING RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share	Other	331,000,000 shares (2)	$0.0006 (3)	$198,600 (3)	0.00014760	$29.31
Total Offering Amounts							$29.31
Total Fees Previously Paid (4)							$48.57
Total Fee Offsets							—
Net Fee Due							—

 

(1)	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), that become issuable in respect of the securities identified in the table above as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Common Stock.
(2)	Represents shares of Common Stock that may be issued pursuant to the King Resources, Inc. 2022 Stock Incentive Plan (the “Plan”) that is being registered pursuant to this Registration Statement. The Plan allows for an aggregate of 533,000,000 shares of Common Stock to be issued.
(3)	Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.0006, which is the average of the high and low prices of shares of the Registrant’s Common Stock on the over-the-counter market on January 31, 2024.
(4)	Paid pursuant to the Registration Statement on Form S-8 (File No. 333-266626) filed with the Securities and Exchange Commission on August 8, 2022.

 

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