SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

COLOR STAR TECHNOLOGY CO., LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   N/A
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)

 

7 World Trade Center, Suite 4621    
New York, New York   10007
(Address of Principal Executive Offices)   (Zip Code)

 

2023 Equity Incentive Plan

(Full Title of the Plan)

 

Mr. Louis Luo

Chief Executive Officer

7 World Trade Center, Suite 4621

New York, NY 10007

(Name and Address of Agent for Service)

 

(929) 317-2699

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

 

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

(212) 530-2210

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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

 

Pursuant to General Instruction E of Form S-8, this registration statement (this “Registration Statement”) has been prepared by Color Star Technology Co., Ltd. (the “Company,” or the “Registrant”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), solely to register an additional 1,430,000 of our Class A Ordinary Shares, par value $0.04 per share (“Ordinary Share”), issuable under our 2023 Equity Incentive Plan, effective on February 14, 2023 (the “2023 Plan”) and was approved by our shareholders at our 2023 annual meeting of shareholders held on March 24, 2023.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

Item 1. Plan Information.

 

The documents containing the information required by Part I of Form S-8 will be sent or given to the participants in the 2023 Plan, as the case may be, as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not required to be, and may not be, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

The following documents are available without charge, upon written or oral request, by contacting Mr. Louis Luo, the Chief Executive Officer of the Company, at the address and telephone number listed below: 1) any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus); and 2) other documents required to be delivered to eligible employees, pursuant to Rule 428(b):

 

Color Star Technology Co., Ltd.

7 World Trade Center, Suite 4621

New York, NY 10007

(929) 317-2699

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)our Annual Report on Form 20-F for the fiscal year ended June 30, 2022, filed with the Commission on November 14, 2022;

 

(2)our Current Reports on Form 6-K, as amended, filed with the Commission on August 9, 2022, September 15, 2022, September 20, 2022, September 23, 2022, October 11, 2022, December 5, 2022, December 8, 2022, December 28, 2022, January 6, 2023, February 6, 2023, February 16, 2023 and April 3, 2023;

 

(3)the description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-34515) filed with the Commission on October 30, 2009, including any amendment and report subsequently filed for the purpose of updating that description; and

 

(4)all documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement (that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold).

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed 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 deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s 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 Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Article 42 of the Amended and Restated Memorandum of Association (the “Memorandum and Articles”) of the Company provides that every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors and former directors and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder holding shares in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise through his dishonesty.

 

II-1

 

 

No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company or (e) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the extent that any of the foregoing arise through his dishonesty.

 

The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

 

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to provisions of the Memorandum and Articles, or otherwise, we have been advised that in the opinion of the Commission, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us 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 offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

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:

 

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

II-2

 

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above 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 Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 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 and will be governed by the final adjudication of such issue.

 

II-3

 

 

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 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 the City of Dubai, United Arab Emirates, on May 5, 2023.

 

  COLOR STAR TECHNOLOGY CO., LTD.
     
  By: /s/ Louis Luo
  Name:  Louis Luo
  Title: Chief Executive Officer
     
  By: /s/ Lili Jiang
  Name: Lili Jiang
  Title: Chief Financial Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Louis Luo and Lili Jiang, or either of them, his true and lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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.

 

Name   Position   Date
         
/s/ Louis Luo   Chief Executive Officer and Director   May 5, 2023
Louis Luo        
         
/s/ Lili Jiang   Chief Financial Officer   May 5, 2023
Lili Jiang        
         
/s/ Wei Zhang   Chairwoman of the Board and Director   May 5, 2023
Wei Zhang        
         
/s/ Ahmad Khalfan Ahmad Saeed Almansoori   Director   May 5, 2023
Ahmad Khalfan Ahmad Saeed Almansoori        
         
/s/ Hung-Jen Kuo   Director   May 5, 2023
Hung-Jen Kuo        
         
/s/ Ahmad Essa Mohammed Saleh   Director   May 5, 2023
Ahmad Essa Mohammed Saleh        
         
/s/ Honglei Jiang   Director   May 5, 2023
Honglei Jiang        
         
/s/ Muhammed Irfan   Director   May 5, 2023
Muhammed Irfan        
         

 

II-4

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
5.1*   Opinion of Conyers Dill & Pearman LLP (regarding validity of Ordinary Shares being registered)
     
10.1   2023 Equity Incentive Plan of Color Star Technology Co., Ltd. (incorporated by reference to Appendix B of Exhibit 99.1 of the Company’s Form 6-K filed with the SEC on February 16, 2023)
     
23.1*   Consent of Conyers Dill & Pearman LLP (included in its opinion filed as Exhibit 5.1)
     
23.2*   Consent of Audit Alliance LLP
     
24.1*   Power of Attorney (included in the signature page hereto)
     
107*   Calculation of Filing Fee Table

 

*filed herewith

 

 

II-5
 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN LLP

 

SIX, 2nd Floor, Cricket Square

PO Box 2681, Grand Cayman KY1-1111

Cayman Islands 

T +1 345 945 3901

 

conyers.com

 

5 May 2023

Matter No: 711632

Legal – 22624227.1

 

1-345-814-7786
cora.miller@conyers.com

 

Color Star Technology Co., Ltd.

7 World Trade Center, Suite 4621

New York, NY

10007

 

Dear Madams and Sirs,

 

Re:Color Star Technology Co., Ltd. (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) to be filed by the Company with the United States Securities and Exchange Commission (the "Commission") relating to the registration of an aggregate of to 1,430,000 ordinary shares, par value US$0.04 per share (the “Shares”) to be issued pursuant to the Company’s 2023 Equity Incentive Plan dated as of 14 February 2023 (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined and relied upon a copy of the following documents:

 

1.1.the Registration Statement; and

 

1.2.the Plan;

 

The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the "Documents" (which terms do not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

 

 

We have also reviewed:

 

1.3.a copy of the Certificate of Incorporation dated 28 June 2018, the Certificate of Incorporation on Change of Name dated 12 July 2019, the Certificate of Incorporation on Change of Name dated 1 May 2020, the Fifth Amended and Restated Memorandum and Articles of Association of the Company approved by special resolution passed on 24 March 2023 and the register of directors and officers of the Company dated 1 May 2023, each certified by the Secretary of the Company on 1 May 2023 (collectively, the “Constitutional Documents”);

 

1.4.a copy of unanimous written resolutions of the directors of the Company dated 14 February 2023 and minutes of the annual general meeting of the shareholders of the Company held on 24 March 2023 (collectively, the "Resolutions");

 

1.5.a copy of a Certificate of Good Standing (the “Good Standing Certificate” together with the Constitutional Documents and the Resolutions, the “Corporate Documents”) issued by the Registrar of Companies in relation to the Company on 1 May 2023 (the “Certificate Date”);

 

1.6.the results of our electronic searches against the Company at the Registrar of Companies conducted on 1 May 2023 and the electronic Register of Writs and other Originating Process of the Grand Court of the Cayman Islands conducted on 1 May 2023; and

 

1.7.such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.ASSUMPTIONS

 

We have assumed:

 

2.1.the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us;

 

2.4.that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.5.that 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;

 

2.6.that the Company will issue the Shares in furtherance of its objects as set out in its Constitutional Documents;

 

2.7.that the Constitutional Documents will not be amended in any manner that would affect the opinions set forth herein;

 

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2.8.that, upon the issue of any Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall not be less than the par value thereof;

 

2.9.the transactions contemplated under the Documents comply with the requirements of the applicable rules of the Nasdaq Stock Market;

 

2.10.that on the date of entering into the Documents to which is it a party, the Company is and after entering into the Documents to which it is a party, will be able to pay its liabilities as they become due;

 

2.11.the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will or have been duly filed with and declared effective by the Commission;

 

2.12.the Company will have sufficient authorized capital to effect the issue of each of the Shares at the time of issuance pursuant to the Documents; and

 

2.13.save for the Corporate Documents, there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions contemplated by the Registration Statement.

 

3.QUALIFICATIONS

 

3.1.We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. In addition, any provision expressly or impliedly providing that certain statements, calculations and/or certificates are incorrect on their face or fraudulent will not necessarily prevent judicial enquiry into the merits of a claim of an aggrieved party.

 

3.2.We express no opinion in respect of the enforceability of any provision in the Documents which purports to fetter the statutory powers of the Company.

 

3.3.We express no opinion with respect to the issuance of Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Shares following the commencement of a winding up or liquidation of the Company.

 

3.4.Under Cayman Islands law, the register of members (shareholders) 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 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 Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

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3.5.We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

 

4.OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (As Revised) (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act.

 

4.2.When issued and paid for in accordance with the Documents and recorded in the register of members of the Company, the Shares will be validly issued, fully-paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving this consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman LLP

 

Conyers Dill & Pearman LLP

 

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Exhibit 23.2

 

 

AUDIT ALLIANCE LLP®

A Top 18 Audit Firm

10 Anson Road, #20-16 International Plaza, Singapore 079903.

  

 

UEN: T12LL1223B GST Reg No : M90367663E

 

Tel: (65) 6227 5428

10 Anson Road #20-16 International Plaza Singapore 079903

Website : www.allianceaudit.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Form S-8 of our report dated November 14, 2022 relating to the consolidated financial statements of Color Star Technology Co., Ltd. and its subsidiaries, appearing in its Annual Report on Form 20-F for the year ended June 30, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

/s/ Audit Alliance LLP

 

Singapore

May 5, 2023

 

Registered Office: 10 Anson Road #20-16 International Plaza Singapore 079903

Exhibit 107

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

 

COLOR STAR TECHNOLOGY CO., LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type  Security
Class
Title		  Fee
Calculation
Rule		  Amount
Registered(1)		   Proposed
Maximum
Offering
Price Per
Unit(2)		   Maximum
Aggregate
Offering
Price(2)		   Fee
Rate		   Amount of
Registration
Fee		 
                           
Equity  Class A Ordinary Shares  Other   1,430,000   $1.605   $2,295,150   0.0001102   $253 
Total Offering Amounts        $2,295,150       $253 
Total Fee Offsets                  — 
Net Fee Due                 $253 

  

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions.

 

(2)

Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, based on the average of the high and low prices per Class A Ordinary Share of the Registrant on the NASDAQ Capital Market on May 4, 2023, which was $1.605.