As filed with the Securities and Exchange Commission on April 19, 2018
Registration No. 333-223804
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wah
Fu Education Group Limited
(Exact name of Registrant as specified in its charter)
Not
Applicable
(Translation of Registrant’s name into English)
| British Virgin Islands | 8200 | Not Applicable | ||
|
(State
or other jurisdiction of
incorporation or organization) |
(Primary
Standard Industrial
Classification Code Number) |
(I.R.S.
Employer
Identification Number) |
Room 505 Building No.40, No.1 Disheng North Street
Economic and Technological Development Zone
Beijing, China 100176
Tel: +86 10 57925024
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave
Suite 204
Newark, DE 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
|
Richard I. Anslow, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 |
Fang Liu, Esq. Mei & Mark LLP 818 18th Street NW, Suite 410 Washington, DC 20006 (202) 567-6417 |
|
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
CALCULATION OF REGISTRATION FEE
|
Title
of each class of securities
to be registered |
Amount
of
shares to be registered |
Proposed
maximum
offering price per share |
Proposed
maximum
aggregate offering price (1) |
Amount
of
registration fee |
||||||||||||
| Ordinary shares, par value $0.01 per share(2) | 2,000,000 | $ | 5.00 | $ | 10,000,000 | $ | 1,245.00 | |||||||||
| Warrants to purchase ordinary shares issuable to underwriter(3)(4) | 100,000 | - | - | - | ||||||||||||
| Ordinary shares, par value $0.01 per share, issuable upon exercise of underwriter warrants(2) | 100,000 | $ | 6.25 | $ | 625,000 | $ | 77.82 | |||||||||
| Total | 2,100,000 | $ | 10,625,000 | $ | 1,322.82 | |||||||||||
| (1) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
| (2) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
| (3) | The Registrant will issue to the Underwriter warrants to purchase a number of ordinary shares equal to an aggregate of 5 percent (5%) of the ordinary shares sold in the offering. The exercise price of the underwriter warrants is equal to 125% of the offering price of the ordinary shares offered hereby. Assuming a maximum offering amount and an exercise price of $6.25 per share, we would receive, in the aggregate, $625,000 upon exercise of the underwriter warrants. The ordinary shares underlying the underwriter warrants are exercisable within three years after the effective date of the registration statement, commencing 180 days from the effective date of the registration statement at any time, and from time to time, in whole or in part. |
| (4) | No separate registration fee required pursuant to Rule 457(g) under the Securities Act. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 to Registration Statement on Form F-1 (File No. 333-223804) (the “Registration Statement”) is to file Exhibit 99.4 to the Registration Statement and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No other changes have been made to the Registration Statement or the preliminary prospectus forming part thereof. Accordingly, Parts I and Part II (other than Item 8(a)) of the Registration Statement have been omitted from this Amendment No. 2 to the Registration Statement and the preliminary prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-2 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
| II- 1 |
EXHIBIT INDEX
| * | Previously filed |
| ** | Filed herewith |
| II- 2 |
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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on April 19, 2018.
| Wah Fu Education Group Limited | |||
| By: | /s/ Xinghui Yang | ||
| Name: | Xinghui Yang | ||
| Title: | Chief Executive Officer | ||
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/ Xinghui Yang | Director and Chief Executive Officer | April 19, 2018 | ||
| Xinghui Yang | (Principal Executive Officer) | |||
| /s/ Gang Yao | Chief Financial Officer | April 19, 2018 | ||
| Gang Yao | (Principal Financial and Accounting Officer) | |||
| /s/ Yang Yu | Chairman of the Board of Directors | April 19, 2018 | ||
| Yang Yu | ||||
| /s/ Defang Li | Director | April 19, 2018 | ||
| Defang Li | ||||
| /s/ Yik C Chan | Director | April 19, 2018 | ||
| Yik C Chan | ||||
| /s/ Rong Zhang | Director | April 19, 2018 | ||
| Rong Zhang |
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 Puglisi & Associates has signed this registration statement or amendment thereto in the City of Newark, State of Delaware, on April 19, 2018.
| Authorized U.S. Representative | |||
| By: | /s/ Donald Puglisi | ||
| Name: | Donald Puglisi | ||
| Title: | Managing Director | ||
II-3
Exhibit 99.4
Wah Fu Education Group Limited
Room 505 Building No.40, No.1 Disheng North Street
Economic and Technological Development Zone
Beijing, China 100176
April 18, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
AD Office 11 – Telecommunications
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549
Attn: Larry Spirgel, Assistant Director
| Re: | Wah Fu Education Group Limited |
Amendment No. 1 to Registration Statement on Form F-1
Filed April 11, 2018
File No. 333-223804
Dear Mr. Spirgel:
I am the Executive Chairman of Wah Fu Education Group Limited, a British Virgin Islands company (the “ Company ”). In connection with a proposed initial public offering of the Company’s ordinary shares, we hereby respectfully request that the Securities and Exchange Commission (the “ Commission ”) waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering (“ IPO ”), the Registration Statement on Form F-1 (the “ Registration Statement ”) must contain audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, as of March 31, 2017 and 2016 and for each of the two fiscal years ended March 31, 2017 and 2016, and unaudited interim consolidated financial statements as of September 30, 2017 and for each of the six-month periods ended September 30, 2017 and 2016.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the Staff’s November 1, 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Staff notes:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this request, on behalf of the Company, I represent to the Commission that:
1. The Company is not currently a public reporting company in any other jurisdiction.
2. The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period.
3. Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.
4. The Company does not anticipate that its audited financial statements for the year ended March 31, 2018 will be available until July 1, 2018.
5. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.
We will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
Please do not hesitate to contact me if you have any questions regarding the foregoing or if we can provide any additional information.
|
Sincerely,
Wah Fu Education Group Limited
By: /s/ Yang Yu Name: Yang Yu Title: Executive Chairman |