As filed with the Securities and Exchange Commission on December 4, 2020

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Lion Group Holding Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

Unit A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay

Hong Kong

(Address of Principal Executive Offices and Zip Code)

 

2020 Share Incentive Plan

(Full Title of the Plans)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name and address of agent for service)

 

+1 (212) 947-7200

(Telephone number, including area code, of agent for service)

 

Copies to:

 

David T. Zhang, Esq.
Benjamin W. James, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
+852 3761-3300

 

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. ☒

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered(1)   Amount to be
Registered(2) 		    Proposed
Maximum
Offering Price
per
Share(4) 		    Proposed
Maximum
Aggregate
Offering
Price 		    Amount of
Registration
Fee 		 
Ordinary shares, par value $0.0001 per share     4,632,449 (3)   US$ 11,256,851.07     US$ 2.43     US$ 1,228.12  

 

(1) The securities to be registered hereby may be represented by American depositary shares, or ADSs, of Lion Group Holding Ltd. (the “Registrant”). Each ADS represents one ordinary share, par value of US$0.0001 per share, of the Registrant (the “Ordinary Shares”). The Registrant’s ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-238516).

 

(2) In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers an indeterminate number of additional securities which may be offered and issued under the Registrant’s 2020 Share Incentive Plan (the “Share Incentive Plan”) to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Share Incentive Plan.

 

(3) The amount to be registered represents the Ordinary Shares available for future issuance under the Share Incentive Plan.

 

(4) The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Capital Market on December 2, 2020, which is within five (5) business days prior to the date of this Registration Statement.

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*
   

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* Information required by Part I of the Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing information specified in this Part I of Form S-8 will be separately provided to the participants covered by the Share Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act.

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a) The Registrant’s prospectus dated October 30, 2020 (File No. 333-249185) filed with the Commission on October 30, 2020 pursuant to Rule 424(b)(3) under the Securities Act; and

 

(b) The description of the Registrant’s Ordinary Shares and ADSs contained in its registration statement on Form 8-A (File No. 001-39301) filed with the Commission on May 28, 2020, including any amendment and report filed for the purpose of updating that description.

 

All documents filed or furnished by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

 

Any statement contained herein or in any document incorporated or deemed to be 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 4. Description of Securities.

 

Not required

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable

 

II-1

 

 

Item 6. Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Under the Registrant’s amended and restated memorandum and articles of association, to the fullest extent permissible under Cayman Islands law every director and officer of the Registrant shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions as a director or officer of the Registrant, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

 

Pursuant to the indemnification agreements, the form of which is filed as Exhibit 10.26 to the Registrant’s registration statement on Form F-4 (File No. 333-237336), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer of the Registrant.

 

The Registrant currently carries liability insurance for its directors and executive officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

  Item 7. Exemption From Registration Claimed

 

Not applicable

 

  Item 8. Exhibits.

 

See Exhibit Index beginning on page II-4 of this registration statement.

 

  Item 9. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1). To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i). to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii). to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

II-2

 

 

(iii). to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; and

 

(2). That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3). To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

II-3

 

 

LION GROUP HOLDING LTD.

EXHIBIT INDEX

 

Exhibit
Number 		  Description
     
4.1   Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-4, as amended (File No. 333-237336) filed with the Commission)
     
4.2   Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.5 to the Registrant’s registration statement on Form F-4, as amended (File No. 333-237336) filed with the Commission)
     
4.3   Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, and owners and holders from time to time of the American depositary shares issued thereunder (incorporated by reference to Exhibit (a) to the Registrant’s registration statement on Form F-6 (File No. 333-238516) filed with the Commission)
     
4.4   Form of Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3)
     
5.1*   Opinion of Ogier regarding the validity of Ordinary Shares being registered
     
10.1   2020 Share Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s registration Statement on Form F-4, as amended (File No. 333-237336) filed with the Commission)
     
23.1*   Consents of UHY LLP, Independent Registered Public Accounting Firm
     
23.2*   Consent of Ogier (included in Exhibit 5.1)
     
24.1*   Power of Attorney (included on signature page hereto)

 

* Filed herewith.

 

II-4

 

 

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 Hong Kong on December 4, 2020.

 

  Lion Group Holding Ltd.
     
  By: /s/ Chunning Wang
  Name:  Chunning Wang
  Title: Chief Executive Officer

 

II-5

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jian Wang and Chunning Wang as his true and lawful attorney-in-fact with full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact 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.

 

Signature   Title   Date
         
/s/ Jian Wang   Chairman of the Board   December 4, 2020
Name: Jian Wang        
         
/s/ Chunning Wang   Director and Chief Executive Officer   December 4, 2020
Name: Chunning Wang   (principal executive officer)    
         
/s/ Sze Hau Lee   Chief Financial Officer   December 4, 2020
Name: Sze Hau Lee   (principal financial and accounting officer)    
         
/s/ Hua Luo   Director and Chief Operating Officer   December 4, 2020
Name: Hua Luo        
         
/s/ Chi Fai Choi   Director   December 4, 2020
Name: Chi Fai Choi        
         
/s/ Chi-yang Chen   Director   December 4, 2020
Name: Chi-yang Chen        
         
/s/ Zhixiang Zhang   Director   December 4, 2020
Name: Zhixiang Zhang        
         
/s/ Walter Roudley Cook   Director   December 4, 2020
Name: Walter Roudley Cook        
         

 

II-6

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Lion Group Holding Ltd., has signed this Registration Statement or amendment thereto in Hong Kong, on December 4, 2020.

 

  Authorized U.S. Representative
  Cogency Global Inc.
     
  By: /s/ Colleen A. De Vries
  Name:  Colleen A. De Vries
  Title: Senior Vice-President on behalf of Cogency Global Inc.

 

 

II-7

 

 

Exhibit 5.1

 

 

 

Lion group holding ltd.

c/o - Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009

Cayman Islands

  D  +852 3656 6014
  E  nicholas.plowman@ogier.com
   
  Reference: NJP/LHJ/172158.00001

 

December 4, 2020

 

Dear Sirs

 

LION GROUP HOLDING LTD. (the Company)

 

We have acted as Cayman Islands counsel to the Company to provide this legal opinion in connection with the Company’s registration statement on Form F-8, including all amendments or supplements thereto (the Registration Statement), originally filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (as amended, the Act) on or about [Date] 2020. The Registration Statement relates to offering by the company of the following securities as described in the Registration Statement (together the Securities):

 

- 4,632,449 Class A ordinary share of the Company, par value US$0.0001 per share (the Class A Ordinary Shares); and

 

- Class A Ordinary Shares issuable under the Share Incentive Plan (as defined in the Registration Statement).

 

This opinion is given as Exhibits 5.1 and 23.2 to the Registration Statement.

 

1 Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents:

 

(a) the certificate of incorporation of the Company dated 11 February 2020 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b) the amended and restated memorandum and articles of association of the Company filed with the Registrar on 16 June 2020 (the Amended Memorandum and Articles);

 

(c) the unanimous consents of the directors approving the Registration Statement (the Board Consents); and

 

(d) the Registration Statement.

 

Ogier

British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg practitioners

 

Floor 11 Central Tower

28 Queen's Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

Partners

Nicholas Plowman

Nathan Powell

Kate Hodson

Anthony Oakes

Oliver Payne

James Bergstrom

Marcus Leese

 

 

 

Page 2 of 4

 

2 Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a) all original documents examined by us are authentic and complete;

 

(b) all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c) all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d) the relevant documents have been authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

 

(e) the relevant documents are legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the governing law specified therein (the Relevant Law) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

 

(f) the choice of the Relevant Law as the governing law of the relevant documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the relevant jurisdiction and any other jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);

 

(g) all parties to the relevant documents have the capacity, power, authority and legal right under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the relevant document;

 

(h) all copies of the Registration Statement are true and correct copies and conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(i) the Board Consents remain in full force and effect and the directors of the Company have acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him in approving the matters therein;

 

(j) the directors have no financial interest in or other relationship to a party of the transactions contemplated by the relevant consents or resolutions which has not been properly disclosed;

 

 

Page 3 of 4

 

(k) none of the director(s) and shareholder(s) of the Company have taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

 

(l) no monies paid to or for the account of any party or any property received or disposed of by any party in each case in connection with the relevant documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Law (Revised) and the Terrorism Law (Revised), respectively);

 

(m) no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Securities.

 

(n) the Company will receive money or money’s worth in consideration for the issue of Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value;

 

(o) the Board Consents are given in the manner prescribed by relevant law and/or in the Amended Memorandum and Articles and have not been and will not be amended, varied or revoked in any respect; and

 

(p) there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein. Specifically and without limiting the foregoing, we have made no independent investigation of the Relevant Law.

 

3 Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that when the Class A Ordinary Shares are issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement, such Class A Ordinary Shares will be validly issued, fully paid and non-assessable, provided that as a matter of Cayman Islands law, a share is only issued when the issuance has been entered in the register of members.

 

4 Limitations and Qualifications

 

4.1 We offer no opinion:

 

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in any document to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b) except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

 

 

Page 4 of 4

 

4.2 Under Cayman Islands law, the register of members is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

4.3 In this opinion, the term “non-assessable” means, with respect to the Class A Ordinary Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

5 Governing law of this opinion

 

5.1 This opinion is:

 

(a) governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b) limited to the matters expressly stated in it; and

 

(c) confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2 Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6 Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations issued by the Commission thereunder.

 

This opinion is addressed to you and may be relied upon by you, your counsel, the holders of the Securities. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

   
Ogier  

 

 

 

 

 

 Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-8 of Lion Group Holding Ltd. (the “Company”) by reference of our report dated March 20, 2020, with respect to our audit of the Company’s financial statements as of February 29, 2020, and for the period from February 11, 2020 (inception) through February 29, 2020, which appears in the Prospectus dated October 30, 2020 (File No. 333-249185) which is referred by this Registration Statement.

 

/S/ UHY LLP

 

New York, New York

December 4, 2020

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-8 of Lion Group Holding Ltd. by reference of our report dated March 20, 2020, with respect to our audits of Lion Financial Group Limited and its subsidiaries’ consolidated financial statements as of December 31, 2018 and 2017, and for the years then ended, and our report dated April 24, 2020, with respect to our audits of Lion Financial Group Limited and its subsidiaries’ consolidated financial statements as of December 31, 2019 and 2018, and for the years then ended, both of which appear in the Prospectus dated October 30, 2020 (File No. 333-249185) which is referred by this Registration Statement.

 

/s/ UHY LLP

 

New York, New York

December 4, 2020