As filed with the Securities and Exchange Commission
on August 22, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BIT BROTHER LIMITED
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
|
N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
15/F, Block A, Kineer Business Centre
53 Binjiang Road, Yuelu District
Changsha, Hunan Province, China 410023
(Address, Including Zip Code,
of Registrant’s Principal Executive Offices)
2022 Equity Incentive Plan
(Full Title of the Plan)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Joan Wu Esq.
Hunter Taubman Fischer & Li, LLC
48 Wall Street, Suite 1100
New York, NY 10005
Tel: (212) 530-2208
Facsimile: (212) 202-6380
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “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. ☐
EXPLANATORY NOTE
This Registration Statement
is being filed by the Registrant in accordance with the requirements of Form S-8 under the Securities Act in order to register 15,200,000
Class A Ordinary Shares issuable pursuant to the Bit Brother Limited 2022 Equity Incentive Plan, as amended, (the “2022 Plan”)
adopted by the Board of Directors of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * |
The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the 2022 Plan as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bit Brother Limited (the “Company”)
is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and, accordingly,
files periodic reports and other information with the Commission. Reports and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission’s Public Reference Section, Room
1024, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the Commission, including the Company.
The address for the Commission’s Web site is “http://www.sec.gov”. The following documents are incorporated by reference
in this Registration Statement:
| (a) | The Company’s Annual Report on Form 20-F for the fiscal
year ended June 30, 2021 filed with the Commission on November 15, 2021, as amended. |
| (b) | The Company’s Current Reports on Form 6-K furnished to
the Commission on November 16, 2021, January 24, 2022, January 25, 2022, February 15, 2022, March 24, 2022, April 15, 2022, June 16, 2022, July 6, 2022, August 8, 2022, and August 9, 2022; and |
| (c) | The description of our ordinary shares incorporated by reference
in our registration statement on Form 8-A, as amended (File No. 001-35755) filed with the SEC on June 1, 2015, including any amendment
and report subsequently filed for the purpose of updating that description. |
Except to the extent such
information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and,
to the extent specifically designated therein, reports on Form 6-K furnished by the Company to the Commission, in each case, prior to
the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration
Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.
Any statement contained herein
or in a document all or a portion of which is 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, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law
does not limit the extent to which a company’s Amended and Restated Memorandum and Articles of Association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to
public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles of Association
provides for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their
own fraud or dishonesty.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is theretofore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Item 9. Undertakings.
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(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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| |
(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),
(a)(1)(ii) and (a)(1)(iii) 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 Securities and Exchange Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in
a form of prospectus filed pursuant to Rule 424(b).
| |
(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. |
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(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. |
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(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| |
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| |
(5) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) |
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue. |
Signatures
The Registrant. 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 S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Hunan, China, on August 22, 2022.
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BIT BROTHER LIMITED |
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|
|
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By: |
/s/ Xianlong
Wu |
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|
Xianlong Wu
Chief Executive Officer,
Chairman of the Board of Directors
(Principal Executive Officer) |
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|
|
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By: |
/s/ Diyu Jiang |
| |
|
Diyu Jiang
Chief Financial Officer, Director
(Principal Financial and Accounting Officer) |
The Plan. Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hunan China, on August
22, 2022.
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BOARD OF DIRECTORS OF
BIT BROTHER LIMITED |
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|
|
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By: |
/s/ Xianlong
Wu |
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|
Xianlong Wu
Chief Executive Officer,
Chairman of the Board of Directors |
POWER OF ATTORNEY
Each person whose signature
appears below hereby appoints Xianlong Wu and Diyu Jiang, and each of them severally, acting alone and without the other, his or her true
and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place
and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements
relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462 of the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes, 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 |
| |
|
|
|
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| /s/ Xianlong
Wu |
|
Chief Executive Officer |
|
August 22, 2022 |
| Name: Xianlong Wu |
|
(principal executive officer) and Executive Director |
|
|
| |
|
|
|
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| /s/ Diyu Jiang |
|
Chief Financial Officer |
|
August 22, 2022 |
| Name: Diyu Jiang |
|
(principal financial officer and principal accounting officer) and Executive Director |
|
|
|
/s/ Shu Liu |
|
Chief Operating Officer |
|
August 22, 2022 |
| Name: Shu Liu |
|
|
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|
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| /s/ Jing Yi |
|
Director |
|
August 22, 2022 |
| Name: Jing Yi |
|
|
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|
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|
|
|
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| /s/ Yunfei
Song |
|
Director |
|
August 22, 2022 |
| Name: Yunfei Song |
|
|
|
|
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|
|
|
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| /s/ Anatoly
Danilitskiy |
|
Director |
|
August 22, 2022 |
| Name: Anatoly Danilitskiy |
|
|
|
|
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|
|
|
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| /s/ Ralph Leslie Jones |
|
Director |
|
August 22, 2022 |
| Name: Ralph Leslie Jones |
|
|
|
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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 America, has signed this registration statement thereto in
Newark, DE on August 22, 2022.
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Puglisi & Associates |
| |
|
|
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
Exhibit 5.1
 |
Harney Westwood & Riegels LP
Craigmuir Chambers
PO Box 71
Road Town
Tortola VG1110
British Virgin Islands
Tel: +1 284 494 2233
Fax: +1 284 494 3547 |
22 August 2022
greg.boyd@harneys.com
+1 284 852 4317
051341.0012-GAB-MTT
Bit Brother Limited
Clarence Thomas Building
P.O. Box 4649
Road Town, Tortola
British Virgin Islands
Dear Sir or Madam
Bit Brother Limited, Company No 1682727 (the
Company)
We are lawyers qualified to practise in the British
Virgin Islands and have acted as British Virgin Islands legal advisers to the Company connection with the offering by the Company of an
aggregate of 15,200,000 Class A Ordinary Shares (the Shares) issuable pursuant to the Bit Brother Limited 2022 Equity Incentive
Plan, as amended (the Amended 2022 Plan) and a Registration Statement on Form S-8 (the Registration Statement),
filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities
Act).
We are furnishing this opinion as Exhibit 5.1
to the Registration Statement.
For the purposes of giving this opinion, we have
examined the Corporate Documents (as defined in Schedule 1), which we regard as necessary in order to issue this opinion. We have not
examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed
to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion or in relation to
any British Virgin Islands companies other than the Company (including those British Virgin Islands companies, other than the Company,
referenced in the Registration Statement).
In giving this opinion we have relied upon the
assumptions set out in Schedule 2 which we have not verified.
Based solely upon the foregoing examinations and
assumptions and having regard to the legal considerations and documents which we regard as necessary in order to issue this opinion, and
subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the British Virgin Islands:
| 1 | Existence and Good Standing. The Company is a company duly incorporated with limited liability,
and is validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and
is subject to suit in its own name. |
|
A list of partners is available for inspection at
our offices.
Bermuda legal services provided through an association
with Zuill & Co.
VG:23194213_2 |
|
Anguilla | Bermuda | British Virgin Islands | Cayman
Islands
Cyprus | Hong Kong | London | Luxembourg | Montevideo
São Paulo | Shanghai | Singapore | Vancouver
www.harneys.com |
| 2 | Authorised Shares. The Company is authorised to issue an unlimited number
of Class A Ordinary Shares with no par value, 200,000,000 Class B Ordinary Shares with no par value and 5,000,000 Preferred Shares with
a par value of US$0.0001. |
| 3 | Valid Issuance of Shares. The Shares (when issued and sold in accordance
with the Registration Statement, the Amended 2022 Plan and the Resolutions) will be duly authorized, validly issued, fully paid and non-assessable
(meaning that no further sums will be payable with respect them). Shares in the Company are issued when the name of the shareholder is
entered on the register of members of the Company. |
| 4 | No actions/proceedings. The Public Searches do not show any pending
action or court proceedings against the Company at the time of our search referred to at paragraph 4 of Schedule 1. |
This opinion is confined to the matters expressly
opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin
Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction.
We express no opinion as to matters of fact. We express no opinion with respect to the commercial terms of the transactions the subject
of this opinion.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement.
In giving such consent, we do not believe that
we are “experts” within the meaning of such term used in the Securities Act or the rules and regulations of the Securities
and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit
or otherwise. This opinion may be used only in connection with the offer and sale of the Shares while the Registration Statement is effective.
|
Yours faithfully |
|
| |
|
| /s/ Harney Westwood & Riegels LP |
|
| Harney Westwood & Riegels LP |
|
Schedule
1
List of Documents and Records Examined
| 1 | a copy of the Certificate of Incorporation and Memorandum and Articles of Association of the Company obtained
from the Registry of Corporate Affairs on 19 August 2022; |
| 2 | the records and information certified by FH Corporate Services Ltd., the registered agent of the Company,
on 16 August 2022 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent’s
Certificate); |
| 3 | the public records of the Company on file and available for inspection at the Registry of Corporate Affairs,
Road Town, Tortola, British Virgin Islands on 19 August 2022; |
| 4 | the records of proceedings on file with, and available for inspection on 19 August 2022 at the High Court
of Justice, British Virgin Islands; |
(3 to 4 above are the Public
Searches)
| 5 | a copy of the unanimous written resolutions of the board of directors of the Company dated 7 June 2022
and the minutes of the meeting of the shareholders of the Company held on 30 June 2022 approving the Amended 2022 Plan and authorising
the filing of the Registration Statement (the Resolutions); and |
| 6 | the Registration Statement. |
(1 to 6 above are the Corporate Documents).
Schedule
2
Assumptions
| 1 | Authenticity of Documents. All original Corporate Documents are authentic, all signatures, initials
and seals are genuine, all copies of the Registration Statement are true and correct copies and the Registration Statement 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. Save for the Corporate Documents
provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions
envisaged in the Registration Statement and the Resolutions have not been rescinded (save for any such rescission that has been notified
to us in writing by the Company prior to the date of this opinion) and are true and accurate as respects the director considerations regarding
conflicts of interests and the best interests of the Company. |
| 2 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are
so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete,
and all facts expressed in or implied thereby are accurate and complete, and the information recorded in the Registered Agent’s
Certificate was accurate as at the date of the passing of the Resolutions. |
| 3 | No Steps to Wind-up. Save for as recorded on the Public Searches reviewed by us, the directors
and shareholders of the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over
any of the property or assets of the Company. |
Schedule
3
Qualifications
| 1 | Public Records. Records reviewed by us may not be complete for various reasons. In particular you
should note that: |
| (a) | in special circumstances the court may order the sealing of the court record, which would mean that a
record of the court action would not appear on the High Court register; |
| (b) | failure to file notice of appointment of a receiver with the Registry of Corporate Affairs does not invalidate
the receivership but merely gives rise to penalties on the part of the receiver; |
| (c) | a liquidator of a British Virgin Islands company has 14 days after their appointment within which they
must file notice of their appointment at the Registry of Corporate Affairs; and |
| (d) | although amendments to the Memorandum and Articles of Association of a company are normally effective
from the date of registration with the Registry of Corporate Affairs, it is possible for a British Virgin Islands court to order that
they be treated as being effective from an earlier date, and searches would not reveal the amendments until the court order was subsequently
filed, |
and accordingly our searches would
not indicate such issues.
| 2 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes
in the Registration Statement. |
| 3 | Amendment. A British Virgin Islands court would not treat as definitive a statement in a contract
that it could only be amended or waived in writing but would be able to consider all the facts of the case particularly where consideration
had passed to determine whether a verbal amendment or waiver had been effected and if it found that it had such verbal amendment or waiver
would be deemed to have also amended the stated requirement for a written agreement. |
| 4 | Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands,
annual licence fees must be paid to the Registrar of Corporate Affairs. |
| 5 | Conflict of Laws. An expression of an opinion on a matter of British Virgin Islands law in relation
to a particular issue in this opinion should not necessarily be construed to imply that the British Virgin Islands courts would treat
British Virgin Islands law as the proper law to determine that issue under its conflict of laws rules. |
| 6 | Resolutions. The Resolutions remain in full force and effect and the Resolutions are an accurate
record of the relevant meeting and are factually accurate as to notice and quorum. |
| 7 | Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations
and European Union sanctions as implemented under the laws of the British Virgin Islands. |
| 8 | Amended 2022 Plan. The Company has confirmed that any reference to ‘Common Shares’
in the Amended 2022 Plan is to be construed as referring to Class A Ordinary Shares. |
| 9 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance
of the Company with the Economic Substance (Companies and Limited Partnerships) Act 2018. |
5
