UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLPS INCORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not applicable | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
c/o 2nd Floor, Building 18, Shanghai Pudong Software
Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, People’s Republic of China |
||
| (Address of principal executive offices) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which | |
| to be so registered | each class is to be registered | |
| Shares, $0.0001 par value per share | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this Form relates: 333-223956
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The description of common shares, $0.0001 par value per share, of CLPS Incorporation (the “Registrant”) to be registered hereunder is set forth under the heading “Description of Share Capital” in the Registrant’s Registration Statement on Form F-1 (File No. 333-223956) originally filed with the Securities and Exchange Commission on March 27, 2018, as amended by any amendments to such Registration Statement and by any prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration statement:
|
Exhibit
Number |
Description of Exhibit | |
| 3.1 | Memorandum and Articles of Association (1) | |
| 4.1 | Specimen Share Certificate (1) |
| (1) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement filed with the SEC on March 27, 2018. |
| 1 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: May 22, 2018
| CLPS INCORPORATION | |||
| By: | /s/ Raymond Ming Hui Lin | ||
| Name: | Raymond Ming Hui Lin | ||
| Title: | Chief Executive Officer | ||
| 2 |