Withdrawal of Registration Statement (ammendment) (aw)
March 01 2019 - 10:48AM
Edgar (US Regulatory)
UBI
Blockchain Internet LTD.
Unit
03, Level 9, Core F, Smart Space
Block
3, 100 Cyberport Rd.
Hong
Kong, People’s Republic of China
March
1, 2019
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-6010
Re:
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UBI
Blockchain Internet, Ltd.
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Request
to Withdraw (1) Post-Effective Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-217792); (2) Post-Effective
Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-217792); (3) Post-Effective Amendment No. 3 to Registration
Statement on Form S-1 (File No. 333-217792); (4) Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (File
No. 333-217792); and (5) Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-217792)
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Ladies
and Gentlemen:
Pursuant
to Rule 477 of Regulation C under the Securities Act of 1933, as amended, UBI Blockchain Internet, Ltd. (the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal
of the above referenced (1) Post-Effective Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-217792), originally
filed with the Commission on July 2, 2018, together with all exhibits and amendments thereto; (2) Post-Effective Amendment No.
4 to Registration Statement on Form S-1 (File No. 333-217792) originally filed with the Commission on May 15, 2018, together with
all exhibits and amendments thereto; (3) Post-Effective Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-217792)
originally filed with the Commission on April 19, 2018, together with all exhibits and amendments thereto; (4) Post-Effective
Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-217792) originally filed with the Commission on April 4, 2018,
together with all exhibits and amendments thereto; and (5) Post-Effective Amendment No. 1 to Registration Statement on Form S-1
(File No. 333-217792) originally filed with the Commission on February 5, 2018, together with all exhibits and amendments thereto
(collectively, the “Post-Effective Amendments to Registration Statement”).
The
Company is seeking withdrawal of the Post-Effective Amendments to Registration Statement because the selling stockholders who
held all shares registered by the Registration Statement are eligible to sell those shares under Rule 144 promulgated under the
Securities Act. The Company confirms no Post-Effective Amendments to Registration Statement have been declared effective and no
securities have been or will be sold pursuant to any of the Post-Effective Amendments to the Registration Statement or the prospectuses
contained therein.
It
is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date
that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission
that this application will not be granted.
If
you have questions or require additional information, please contact the Company’s counsel, Martin H. Kaplan of Gusrae Kaplan
Nusbaum PLLC, at (212) 269-1400.
Very
truly yours,
UBI
Blockchain Internet, Ltd.
By:
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/s/
Tony Liu
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Tony,
Liu
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Chief
Executive Officer
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