As
filed with the Securities and Exchange Commission on June 5, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
X3
HOLDINGS CO., LTD.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
Not
applicable |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Suite
412, Tower A, Tai Seng Exchange
One
Tai Seng Avenue
Singapore
536464
Tel:
+65-8038-6502
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi
& Associates
850
Library Avenue
Suite
204
Newark,
Delaware 19711
+302-738-6680
(Name,
address including zip code, and telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the SEC, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION |
|
June
5, 2024 |
PROSPECTUS
X3
HOLDINGS CO., LTD.
Up
to $300,000,000
Class
A Ordinary Share
Preferred
share
Debt
Securities
Warrants
Rights
Units
and
Class
A Ordinary Share Issuable upon the Conversion of US$8,000,000 Convertible Promissory Note Offered by Selling Shareholder
We
may from time to time offer, issue and sell up to US$300,000,000, or its equivalent in any other currency, currency units, or composite
currency or currencies, of our Class A ordinary shares, par value US$0.40, preferred shares, debt securities, warrants to purchase our
Class A ordinary shares, rights and a combination of the foregoing securities, separately or as units, in one or more offerings. We refer
to our Class A ordinary shares, preferred shares, warrants, rights and units collectively as “securities” in this prospectus.
This prospectus provides a general description of offerings of these securities that we may undertake.
The
selling shareholder identified in this prospectus (the “Selling Shareholder”) may also offer Class A Ordinary Shares issuable
upon the conversion of up to an aggregate of US$8,000,000 Convertible Promissory Note (the “Conversion Shares”) pursuant
to the standby equity purchase agreement (the “SEPA”) dated May 16, 2024, by and among the Company and such Selling Shareholder.
We have agreed to bear all of the expenses incurred in connection with the registration of the Conversion Shares. The Selling Shareholder
will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred
for the resale the Conversion Shares. We will not receive any proceeds from the sale or other distribution of our Class A ordinary shares
by the Selling Shareholder.
The
securities may be sold by us or the Selling Shareholder to or through underwriters or dealers, directly to purchasers or through agents
designated from time to time. The Selling Shareholder identified in this prospectus, or their respective transferees, pledgees, donees
or other successors-in-interest, may offer the Shares through public or private transactions at prevailing market prices, at prices related
to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale, see the section entitled
“Plan of Distribution” on page 13.
The
Selling Shareholder may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount
the Selling Shareholder may sell their Shares hereunder following the effective date of this registration statement.
We
will provide specific terms of any offering in one or more supplements to this prospectus. Any prospectus supplement may also add, update,
or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement
as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities
offered hereby.
These
securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or
directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation
and any options to purchase additional securities held by them will be described in the applicable prospectus supplement. For a more
complete description of the plan of distribution of these securities, see the section entitled “Plan of Distribution” on
page 13.
Our
Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “XTKG.” On June 3, 2024, the last reported
sale price of our Ordinary Shares on the Nasdaq Capital Market was US$0.60 per share. The applicable prospectus supplement will contain
information, where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities
covered by the prospectus supplement.
If
any underwriters are involved in the sale of the securities with respect to which this prospectus is being delivered, the names of such
underwriters and any applicable discounts or commissions and over-allotment options will be set forth in the applicable prospectus supplement.
This prospectus also describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which
the Shares may be offered and sold will be described in a supplement to this prospectus.
Investing
in our securities involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning
on page 10 and in the documents which are incorporated by reference herein before you invest in our securities.
Neither
the Securities and Exchange Commission, Cayman Islands, nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024.
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not
authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate
as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have
changed since those dates.
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission, using
a “shelf” registration process. Under this shelf registration process, we may offer to sell any of the securities, or any
combination of the securities, described in this prospectus, in each case in one or more offerings, up to a total amount of $300,000,000
and the Selling Shareholder may offer from time to time Class A Ordinary Shares issuable upon the conversion of up to an aggregate of
US$8,000,000 convertible promissory note. You should rely only on the information contained in this prospectus and the related exhibits,
any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before
making your investment decision. You should read both this prospectus and any applicable prospectus supplement, together with additional
information described below under the caption “Where You Can Find More Information” and “Incorporation of Certain Documents
by Reference.” Neither we nor the Selling Shareholder have authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments
thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Class A Ordinary Shares offered by this prospectus,
any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make
such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus,
any prospectus supplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange
Commission (the “SEC”), is accurate as of any date other than the date on the front cover of the applicable document.
If
necessary, the specific manner in which the securities may be offered and sold will be described in a supplement to this prospectus,
which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict
between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus
supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later
date-for example, a document incorporated by reference in this prospectus or any prospectus supplement-the statement in the document
having the later date modifies or supersedes the earlier statement.
Neither
the delivery of this prospectus nor any distribution of Class A Ordinary Shares pursuant to this prospectus shall, under any circumstances,
create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or
in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed
since such date.
When
used herein, unless the context requires otherwise, references to the “X3 Holdings,” “the Company,” “our
Company,” “we,” “our” and “us” refer to X3 Holdings Co., Ltd., a Cayman Islands exempted company.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, the applicable prospectus supplement or amendment and the information incorporated by reference in this prospectus contain
various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. Forward-looking
statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which
include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,”
“expects,” “may,” “will” or similar expressions. In addition, any statements concerning future financial
performance, ongoing strategies or prospects, and possible future actions, which may be provided by our management, are also forward-looking
statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks,
uncertainties, and assumptions about our company, economic and market factors, and the industry in which we do business, among other
things. These statements are not guarantees of future performance, and we undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law. Actual events and results
may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. Factors that could
cause our actual performance, future results and actions to differ materially from any forward-looking statements include, but are not
limited to, those discussed under the heading “Risk Factors” in any of our filings with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act. The forward-looking statements in this prospectus, the applicable prospectus supplement or any
amendments thereto and the information incorporated by reference in this prospectus represent our views as of the date such statements
are made. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date
such statements are made.
OUR
COMPANY
This
summary highlights information contained in the documents incorporated herein by reference. Before making an investment decision, you
should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference, carefully,
including the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless
otherwise indicated or the context otherwise requires, references in this prospectus to “we,” “our,” “us,”
and other similar terms refer to X3 Holdings Co., Ltd. and its consolidated subsidiaries.
Overview
X3
Holdings Co., Ltd., headquartered in Singapore, is a global provider of digital solutions and technology services spanning diverse industries.
We harness cutting edge technologies to forge agile, innovative business models across targeted global markets by integrating pivotal
resources in technology applications, financial prowess, and streamlined operations. We target accelerated and transformative growth
across digital technologies, cryptomining operations, renewable energy, and agriculture technologies, focusing on key markets in Asia,
the Middle East, Africa, and Europe. Our vision is to be a differentiated and valuable company excelling in high growth industries with
a global reach.
Digital
Technologies
With
over two decades of technology and industry expertise, X3 Holdings capitalizes on the digital transformation sweeping the global trade
industry. We provide integrated solutions and services to both public and private entities by developing a comprehensive suite of cross-border
digital trade platforms and services. Our global trade supply chain and compliance platform services have been adopted in China, Indonesia,
the Netherlands, Spain and the United Kingdom, with plans to reach even more countries.
Cryptomining
Operations
X3
Holdings engages in developing globally diversified bitcoin cryptomining operations supported by sustainable energy sources. We partner
with top-tier mining machine providers to ensure stable access and supply of next generation miners. We also collaborate with global
partners to intertwine cryptomining with agriculture and renewable energy to slash electricity and operational costs. Already operational
in Central Asia, the Company plans to gear up for a sizable bitcoin mining fleet in the near term.
Renewable
Energy
X3
Holdings aligns with industry leading players, weaving together policy, technology, capital and regional resources to develop scalable
renewable energy projects. This initiative champions renewable energy adoption for new energy vehicle and agriculture machinery development
in targeted markets. The Company also pursues integrated renewable energy solutions for cryptomining and agriculture, creating a blueprint
for reduced electricity cost and environmental stewardship.
Agriculture
Technologies
X3
Holdings offers smart platforms and digital technologies and to enhance agricultural farming efficiency and operations, utilizing big
data, AI, blockchain and IoT. We collaborate with global partners in seeds and fertilizers to help facilitate higher crop yields, reduced
resource consumption, and sustainable practices. The Company also develop an integrated solution marrying greenhouse operations with
collocated cryptomining facilities, with the waste heat repurposed and recycled.
We
believe our competitive strengths are contributing to our success and differentiating us from our competitors. We have a diversified
business with clear and robust growth strategies in what we believe high growth markets with multiple revenue and profit models, supported
by our over two decades of industry and technology expertise and capabilities underpinning business innovation and transformation.
We
are striving to create values for all stakeholders, facilitated by our globally integrated resources and operations to support our overall
growth. We believe there is a potent entrepreneurial spirit prevalent throughout our global operations, shared by our management, employees,
and business partners, led by our agile and seasoned management team and complemented by a partnership network adept at realizing our
global vision.
Our
Solutions and Services
X3
Holdings is a provider of digital solutions and technology services spanning diverse industries in targeted markets, operating across
diversified business segments in digital technologies, cryptomining operations, renewable energy, and agriculture technologies.
Digital
Technologies
With
over two decades of technology and industry expertise, X3 Holdings capitalizes on the digital transformation sweeping the global trade
industry. We provide integrated solutions and services to both public and private entities by developing a comprehensive suite of cross-border
digital trade platforms and services. Our global trade supply chain and compliance platform services have been adopted in China, Indonesia,
the Netherlands, Spain and the United Kingdom, with plans to reach even more countries.
Global
Trade Digital Platforms: We provide global digital trade platforms and services to both public and private entities, servicing all
stakeholders in the global trade ecosystem including international trading partners, logistics service providers, customs authorities,
and other government agencies. Our platforms and services encompass cross-border trades, logistics and shipping, customs clearance, and
transactions and settlements, with enhanced traceability and transparency across the entire supply chain. We also offer fintech services
for financial institutions for enhancing risk control and ensuring efficient supply chain financing.
Trade
Zone Operations Solutions: We offer digital solutions and services for developing and operating free trade zones, bonded goods facilities,
cross border trade zones, and other regulated trade zones and facilities. Our solutions and services are designed for trade zone operations,
enterprise trade applications, customs monitoring and clearance, and other financial and logistics services for trade zone authorities
and enterprises. Our blockchain applications enable supply chain transparency, streamlined customs clearance, expedited import and export
process, and increased international trade volume for the regulated trade zones
Supply
Chain and Compliance Solutions: We provide global trade supply chain and compliance platforms and solutions for multinational manufacturing
and international trade enterprises, satisfying regulatory requirements of customs authorities in various countries. Our solutions facilitate
streamlined documentation process and integrated data sharing relating to customs, tax, logistics and shipping, and strengthen collaboration
among customers’ subsidiaries and operations worldwide. Our solutions expedite the flow of raw materials and finished goods across
the entire supply chain, fostering customer’s global market expansion.
International
Trading of Products: We engage in international trading of select products by using data from our global trade platforms and market
analysis on trade composition, trade logistics, and market trends and development. We collaborate with supply and channel partners to
capitalize on international trading opportunities for consumer products and commodity products with high profit and growth opportunities.
We gain access to efficient logistics channels to minimize shipping costs, leveraging on our over two decades of international trade
industry experience and a global network of operations and logistics partners.
Cryptomining
Operations
X3
Holdings engages in developing globally diversified bitcoin cryptomining operations supported by sustainable energy sources. We partner
with top-tier mining machine providers to ensure stable access and supply of next generation miners. We also collaborate with global
partners to intertwine cryptomining with agriculture and renewable energy to slash electricity and operational costs. Already operational
in Central Asia, the Company plans to gear up for a sizable bitcoin mining fleet in the near term.
Cryptomining
Business: We develop and operate renewable energy supported and sustainability-focused bitcoin mining operations with high performance
mining machines, diversified across hosting sites in Central Asia and other regions. We adopt an asset light model by focusing on investment
in mining machines rather than infrastructure for maximized return of investment on revenue generating assets and minimized capital expenditure.
We partner with leading crypto machine manufacturers for stable access to top-tiered performance mining hardware to drive an efficient
scaling of our miner fleet.
Cryptomining
Operations: We leverage our strong partnerships with diversified hosting facilities operated and supported by sustainable energy
sources to minimize electricity and operational cost, and mitigate regulatory and site related risks. We focus on expansion of global
bitcoin mining capacities powered by renewable energy sources collocated with the hosting sites. We continue to pursue and execute a
prudent and efficient scaling of our mining capacities at existing operations and expanded locations with low-cost, energy efficient
sustainable energy sources, with a projected sizable miner fleet in the near term.
Sustainability
Focus: We engage in the development of bitcoin mining operations and facilities powered by renewable energy sources from solar energy,
wind power and hydroelectric power across global geographically diversified locations. We continue to emphasize on a broader international
footprint and deploy miners at renewable energy powered hosting sites with a long-term goal to become entirely carbon neutral. We also
develop cleantech solutions to recover and repurpose excessive heat from the cryptomining facilities as a heating source for collocated
farming greenhouses, further reducing carbon emissions.
Cryptomining
and Agribusiness: We develop sustainability focused cleantech solutions for recovering and repurposing the excessive heat generated
from the cryptomining sites for heating use in the collocated farming greenhouses. The cryptomining operations benefit from an added
revenue stream and lower cooling cost offsetting electricity, while the greenhouses benefit from lower cost for heating and microclimate
control, resulting in the same renewable energy being used twice, leading to substantial less carbon emissions by the efficient use of
heat at collocated cryptomining operations and farming greenhouses.
Renewable
Energy
X3
Holdings aligns with industry leading players, weaving together policy, technology, capital and regional resources to develop scalable
renewable energy projects. This initiative champions renewable energy adoption for new energy vehicle and agriculture machinery development
in targeted markets. The Company also pursues integrated renewable energy solutions for cryptomining and agriculture, creating a blueprint
for reduced electricity cost and environmental stewardship.
Renewable
Energy Business: We engage in an integrated renewable energy business model driving for the adoption of renewable energy and development
of new energy vehicles and agriculture machinery in key developing markets. We collaborate with industry leading players, weaving together
policy, technology, capital, and regional resources to cultivate a scalable renewable energy business with robust growth potential. We
deploy diverse operational models in research and development, manufacturing and operations, and platform and channel services, fostering
an efficient ecosystem for all stakeholders.
Electric
Vehicles and Agriculture Equipment Projects: We collaborate with leading manufacturers and suppliers of electric vehicles and agriculture
machinery and equipment for the project design, implementation and operations in target markets. We harnessing our partners’ technological
and manufacturing capacities to establish regional brands and extending brand influence and market reach across developing and emerging
markets. We implement financial and investment strategies and solutions to support production facility development and operations as
well as brand and channel development.
Solar
Power Projects: We forge strategic alliances with leading solar system providers in developing a portfolio of regional solar energy
and storage projects catering to agricultural and industrial needs of target markets. We explore opportunities in research and
development as well as assembly and production of photovoltaic panels and systems in developing countries with favorable cost structures
and regulatory environments. We also develop solar energy charging stations tailored for electrical vehicles and clean energy driven
agricultural machinery, complete with integrated digital technology solutions and services.
Integrated
Operations Models: We develop integrated renewable energy solutions for agriculture and cryptomining, resulting in lower electricity
cost and reduced carbon emission with a positive impact on the environment and society. Our renewable energy-based agriculture services
encompass distributed energy and storage system installation, greenhouse and digital agritech operations, renewable energy powered farming
equipment, and electric charging stations. We collaborate with cryptomining hosting facilities by leveraging cost effective renewable
energy sources to drive sustainable practices.
Agriculture
Technologies
X3
Holdings offers smart platforms and digital technologies and to enhance agricultural farming efficiency and operations, utilizing big
data, AI, blockchain and IoT. We collaborate with global partners in seeds and fertilizers to help facilitate higher crop yields, reduced
resource consumption, and sustainable practices. The Company also develop an integrated solution marrying greenhouse operations with
collocated cryptomining facilities, with the waste heat repurposed and recycled.
Smart
Agritech: We provide smart agritech platform and services for monitoring and managing crops and livestock farming, utilizing big
data, artificial intelligence and IoT technologies to provide data analysis and decision-making tools. For crops, our services provide
environment data and insights such as temperature and humidity, as well as soil properties such as moisture, pH and soil fertility for
enhanced farm management and operations. For livestock, our digital services integrate IoT sensors, satellite positioning, electronic
fences and livestock biometric for managing livestock identification, quantity, location, and health status.
Greenhouse
Solutions: We offer integrated solutions for greenhouse development and operations, with benefits including higher crop yield, less
water and fertilizer used, increased food safety, and enhanced sustainability with solar power. We collaborate with global partners and
integrate technologies such as IoT and AI, microclimate control and refrigeration, lighting technologies, and pest and disease control.
We also integrate greenhouse operations with collocated cryptomining facilities where the heat generated are recycled and repurposed
for climate and temperature control in the greenhouses.
Agriculture
Fintech Services: We provide fintech solutions and services for farming customers through the use of blockchain, IoT, and big data
technologies by developing digital asset models for agricultural crop and livestock. Our digital asset models transforming agriculture
assets into traceable digital assets tradable on agriculture digital markets and utilized by farming and processing enterprises to obtain
financing. We also develop a digital platform for managing and monitoring livestock with digital assets created as a collateral
for financial institutions in providing financing to farming communities.
Integrated
Operations and Services: We offer a package of sales and services encompassing agriculture machines and equipment, photovoltaic modules,
and solar powered charging stations for regional farmers and farming communities. We engage in growing of high demand and high profit
specialty fruits, vegetables and teas such as fruit flavored corns, multi-color tomatoes, and multi flavored teas in the greenhouses
and open fields. Our sales of specialty fruits and vegetables through regional wholesale and distribution channels, as well as direct
sales to consumers on leading global and regional ecommerce retail platforms.
Our
Growth Strategies
We
plan to grow and expand our business by pursuing the following growth strategies:
| ● | Focus
on executing business segment strategies to expand and strengthen expertise, capabilities
and resources to drive overall growth; |
| ● | Continue
to pursue a global and diversified business growth strategy to ensure sustained growth, effectively
countering market uncertainties; |
| ● | Accelerate
our research and development of cutting-edge technologies to continue expanding our solutions
and service offerings; |
| ● | Persist
in creating and replicating agile and innovative business models, capitalizing on market
opportunities to accelerate revenue and profit growth; |
| ● | Expand
by organic and inorganic growth wherever strategic opportunities emerge, adopting to a disciplined
approach to ensure future earnings growth. |
We
adopt differentiated and tailored growth strategies and priorities for each business segment:
| ● | Digital
Technologies: Harness the power of digital transformation to redefine global trade and increase
market penetration with expanded solutions and offerings. |
| ● | Cryptomining
Operations: Scale up bitcoin cryptomining capacities with sustainable energy sources across
globally diversified hosting sites. |
| ● | Renewable
Energy: Focus on development and operations of large scale integrated renewable energy projects
in key markets. |
| ● | Agriculture
Technologies: Amplify market presence with expanded smart agritech and IoT solutions and
services in select markets. |
Our
Technology
Our
product applications, industry solutions and platform services are designed and built from our multiple proprietary technology infrastructure
platforms which are developed based on industry leading infrastructure technologies. Our infrastructure technology platforms are designed
for high performance reliability, flexibility and scalability, allowing us to expand our solutions and services rapidly and efficiently
to consistently address the changing needs of our global customers and partners. We are developing our own technologies as well as working
with other technology and infrastructure partners with the best use of big data, artificial intelligence, blockchain, Internet of Things,
and 5G, among other technologies. We are continuing to leverage our industry expertise and product knowledge, utilizing cutting-edge
technologies to enhance our core technology and application capabilities in continually expanding the scope of our solutions and services.
Our
Customers
We
provide our solutions and services to a broad spectrum of both private and public entities globally. Our private sector customers include
import and export companies, international trade manufacturers, cross-border eCommerce platforms, freight forwarding and shipping agencies,
customs and clearance inspection brokers, warehouse operators, logistics and transportation companies, expressed courier service providers,
financial institutions, insurance service providers, farming communities and groups, agribusiness organizations, agriculture related
companies, and other business project related companies and organizations. Our public sector customers are various government agencies,
authorities and organizations, including government agencies such as customs, maritime affair, transportation and commerce, and government
authorities and organizations such as port authorities, free trade zones, bonded facilities and warehouses, and others government regulated
facility operators.
Our
Go-To-Market Approach
Our
go-to-market approach is focused on expanding the adoption of our solutions and services with existing customers and acquiring new customers
with a direct sales force and a network of global channel partners, designed to accelerate and scale up our market adoption efficiently
and globally. We believe our customer relationship-focused sales model is an advantage compared to other competitors’ product focused
approach, enabling us to develop and form strong, long-term relationships with our existing and potential customers. Our direct sales
and marketing teams are comprised of field sales, corporate sales and business development based on customer size, geographic markets,
channel networks, and target industries, striving to sustain our high customer retention and long customer tenure. We continue to focus
on cross-sell additional products and platforms with our existing customers to expand the scope of adoption for our solutions and services.
Our
Competitive Strengths
We
believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
| ● | A
diversified business with clear and robust growth strategies in high growth markets with
multiple revenue and profit models. |
| ● | Over
two decades of technology expertise and capabilities underpinning business innovation and
transformation. |
| ● | Consistent
value creation for stakeholders facilitated by globally integrated resources and operations
to support overall growth. |
| ● | A
potent entrepreneurial spirit prevalent throughout global operations, shared by our management,
employees, and business partners. |
| ● | An
agile and seasoned management, complemented by a partnership network adept at realizing the
company’s global vision. |
Corporate
Structure
The
following diagram illustrates our corporate structure of our principal subsidiaries as of the date of this prospectus:
Corporate
Information
Our
principal executive office is located at Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore 536464. Our telephone
number is +65-8038-6502. We maintain a website at www.x3holdings.com that contains information about our company, though no information
contained on our website is part of this prospectus.
Summary
of Risk Factors
Investing
in our ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus before making
an investment in our ordinary shares. Below please find a summary of the principal risks we face, organized under relevant headings.
These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors” in our annual report on Form 20-F
for the fiscal year ended December 31, 2023, which is incorporated herein by reference.
Risks
Related to Our Business and Industry
Risks
and uncertainties related to our business and industry include, but are not limited to, the following:
| ● | Economic
uncertainties or downturns could materially adversely affect our business. |
| ● | The
growth and success of our business depends on our ability to develop new services and enhance existing services in order to keep pace
with rapid changes in technology. |
| ● | If
we do not succeed in attracting new customers for our services and growing revenues from existing customers, we may not achieve our revenue
growth goals. |
| ● | We
may be unable to effectively manage our expansion for the anticipated growth, which could place significant strain on our management
personnel, systems and resources. We may not be able to achieve anticipated growth, which could materially and adversely affect our business
and prospects. |
| ● | We
face risks associated with having an extended selling and implementation cycle for our services that require us to make significant resource
commitments prior to realizing revenues for those services. |
| ● | Adverse
changes in the economic environment, either in China or globally, could reduce our customers’ purchases from us and increase pricing
pressure, which could materially and adversely affect our revenues and results of operations. |
| ● | We
generate a significant portion of our revenues from a relatively small number of major customers and loss of business from these customers
could reduce our revenues and significantly harm our business. |
| ● | We
may be forced to reduce the prices of our services due to increased competition and reduced bargaining power with our customers, which
could lead to reduced revenues and profitability. |
| ● | A
portion of our income is generated, and will in the future continue to be generated, on a project basis with a fixed price; we may not
be able to accurately estimate costs and determine resource requirements in relation to our projects, which would reduce our margins
and profitability. |
Risks
Related to Our Corporate Structure
Risks
and uncertainties related to our corporate structure include, but are not limited to, the following:
| ● | We
are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands
law than under U.S. law, shareholders may have less protection for their shareholder rights than they would under U.S. law. |
| ● | Judgments
obtained against us by our shareholders may not be enforceable. |
| ● | We
may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. |
| ● | Our
disclosure controls and procedures may not prevent or detect all errors or acts of fraud. |
| ● | If
we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements
or comply with applicable regulations could be impaired. |
Risks
Related to Our Ordinary Shares
Risks
and uncertainties related to our Shares include, but are not limited to, the following:
| ● | Our
Shares may be delisted from the Nasdaq Capital Market as a result of our failure of meeting the Nasdaq Capital Market continued listing
requirements. |
| ● | Our
issuance of new shares and convertible note had a dilutive effect on our existing shareholders and may adversely impact the market price
of our Ordinary Shares. |
Risks
Related to Doing Business in China
Risks
and uncertainties related to conducting business in China include, but are not limited to, the following:
| ● | The
Chinese government may exert substantial influence over the manner in which we must conduct our business activities. We are currently
not required to obtain approval from Chinese authorities to issue securities to foreign investors, however, if our subsidiaries or the
holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors. |
| ● | We
may be influenced by changes in the political and economic policies of the PRC government. |
| ● | Uncertainties
with respect to the interpretation and enforcement of PRC laws, rules and regulations could have a material adverse effect on us. |
| ● | Recent
regulatory initiatives implemented by the PRC competent government authorities on cyberspace data security may have introduced uncertainty
in our business operations and compliance status, which could result in materially adverse impact on our business, results of operations
and our listing on Nasdaq. |
| ● | We
may be adversely affected by the complexity and uncertainties of and changes in PRC regulation of Internet business and related companies. |
| ● | U.S.
regulators’ ability to conduct investigations or enforce rules in China is limited. |
| ● | We
face uncertainty regarding the PRC tax reporting obligations and consequences for certain indirect transfers of the stock of our operating
company. |
SUMMARY
OF THE SECONDARY OFFERING
The
secondary offering of this prospectus relates to the offer and resale by the Selling Shareholder of Class A Ordinary Shares issuable
upon the conversion of up to an aggregate of US$8,000,000 convertible promissory note. All of the Class A ordinary shares will be sold
by the Selling Shareholder. The Selling Shareholder may sell the Class A ordinary shares from time to time at prevailing market prices
or at privately negotiated prices.
Securities
Offered by the Selling Shareholder: |
|
Class A
ordinary shares issuable upon the conversion of up to an aggregate of US$8,000,000 convertible promissory note. |
|
|
|
Use of Proceeds: |
|
All of the Class A Ordinary
Shares offered by the Selling Shareholder pursuant to this prospectus will be sold by the Selling Shareholder for its account. We
will not receive any proceeds from the sale of shares by the Selling Shareholder. |
RISK
FACTORS
An
investment in our securities involves significant risks. You should carefully consider the risk factors described under “Item 3.
Key Information—D. Risk Factors” in our most recent annual report on Form 20-F, which is incorporated herein by reference,
as well as the risk factors contained in any prospectus supplement and in our filings with the SEC, as well as all of the information
contained in this prospectus and the related exhibits, any prospectus supplement or amendments thereto, and the documents incorporated
by reference herein or therein, before you decide to invest in our securities. Our business, prospects, financial condition and results
of operations may be materially and adversely affected as a result of any of such risks. The value of our securities could decline as
a result of any of these risks. You could lose all or part of your investment in our securities. Some of our statements in sections entitled
“Risk Factors” are forward-looking statements. The risks and uncertainties that we have described are not the only
ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect
our business, prospects, financial condition and results of operations.
Please
see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” for information
on where you can find the documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.
SELLING
SHAREHOLDER
The
table below lists the Selling Shareholder and other information regarding the “beneficial ownership” of the Class A ordinary
shares by the Selling Shareholder. In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), “beneficial ownership” includes any Class A ordinary shares as to which the Selling Shareholder have sole or
shared voting power or investment power and any Class A ordinary shares that the Selling Shareholder hold.
The
second column indicates the number of Class A ordinary shares beneficially owned by the Selling Shareholder, based on their respective
ownership as of June 5, 2024.
The
third column lists the Class A ordinary shares being offered by this prospectus by the Selling Shareholder.
This
prospectus covers the resale of all of the Class A ordinary shares that are held by the Selling Shareholder. The Selling Shareholder
can offer all, some or none of their Class A ordinary shares, thus we have no way of determining the number of the Class A ordinary shares
that will be held after this offering. Therefore, the fourth and fifth columns assume that the Selling Shareholder will sell all of the
Class A ordinary shares which are covered by this prospectus. See “Plan of Distribution.”
| |
Number of Class A ordinary shares Owned
Prior to Offering | |
Maximum Number of Class A ordinary shares to be Sold Pursuant to this Prospectus | |
Number of Ordinary Shares Owned After Offering | |
Percentage Beneficially Owned After Offering |
YA II PN, LTD. (1) | |
| 0 | |
| 49,107,392 | |
| 0 | |
| *% |
(1) |
The business
address of the selling shareholder is 1012 Springfield Ave, Mountainside, NJ 07092. |
CAPITALIZATION
AND INDEBTEDNESS
Our
capitalization will be set forth in the applicable prospectus supplement or in a report on Form 6-K subsequently furnished to the SEC
and specifically incorporated by reference into this prospectus.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities we offer as set forth in the applicable prospectus supplement(s). We will
not receive any of the proceeds from the sale of any securities offered pursuant to this prospectus by any Selling Shareholder. The Selling
Shareholder will receive all of the proceeds from the sale of Class A ordinary shares under the secondary offering of this prospectus.
The Selling Shareholder will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services
or any other expenses that they incur in disposing of the Class A ordinary shares. We will bear all other costs, fees and expenses incurred
in effecting the registration of the Class A ordinary shares covered by this prospectus and any prospectus supplement. These may include,
without limitation, all registration and filing fees, SEC filing fees and expenses of compliance with Cayman Islands laws.
See
“Plan of Distribution” elsewhere in this prospectus for more information.
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including
our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed
price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices,
or negotiated prices. The prospectus supplement will include the following information:
|
● |
the terms
of the offering; |
|
● |
the names of any underwriters
or agents; |
|
● |
the name or names of any
managing underwriter or underwriters; |
|
● |
the purchase price of the
securities; |
|
● |
any over-allotment options
under which underwriters may purchase additional securities from us; |
|
● |
the net proceeds from the
sale of the securities; |
|
● |
any delayed delivery arrangements; |
|
● |
any underwriting discounts,
commissions and other items constituting underwriters’ compensation; |
|
● |
any initial public offering
price; |
|
● |
any discounts or concessions
allowed or reallowed or paid to dealers; |
|
● |
any commissions paid to
agents; and |
|
● |
any securities exchange
or market on which the securities may be listed. |
Sale through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters
are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security
lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including
negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to
the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities
will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase
any of them. The underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may
then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement
will include the names of the dealers and the terms of the transaction.
We
will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection with
the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.
Direct Sales and Sales through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities
may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or
sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions
to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery
on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The
applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other
Transactions
Unless
the applicable prospectus supplement states otherwise, other than our Ordinary Share all securities we offer under this prospectus will
be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter
market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such
market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104
under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the
purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
Selling Shareholder’s Plan of Distribution
The
Selling Shareholder and any of its respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all
of their securities covered hereby on any trading market, share exchange or other trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholder may use any one or more of the
following methods when selling securities:
|
● |
ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
|
● |
block trades in which the
broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate
the transaction; |
|
● |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
|
● |
an exchange distribution
in accordance with the rules of the applicable exchange; |
|
● |
privately negotiated transactions; |
|
● |
settlement of short sales; |
|
● |
in transactions through
broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities at a stipulated price per security; |
|
● |
through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
● |
a combination of any such
methods of sale; or |
|
● |
any other method permitted
pursuant to applicable law. |
The
Selling Shareholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities covered hereby, the Selling Shareholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Shareholder may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Shareholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. We are requesting that the Selling Shareholder inform us that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred
by us incident to the registration of the securities.
Because
the Selling Shareholder may be deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this
prospectus. We are requesting that the Selling Shareholder confirm that there is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale securities by the Selling Shareholder.
We
intend to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholder
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the Ordinary Share for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
Ordinary Share by the Selling Shareholder or any other person. We will make copies of this prospectus available to the Selling Shareholder
and are informing the Selling Shareholder of the need to deliver a copy of this prospectus to each purchaser at or prior to the time
of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF CAPITAL SHARE
General
We
are a Cayman Islands exempt company and our affairs are governed by our Sixth Amended and Restated Memorandum and Articles of Association
and Companies Law of the Cayman Islands, which we refer to as the Companies Law below. As of the date hereof, our authorized share capital
is US$2,000,000,000 divided into 5,000,000,000 shares of a par value of US$0.40 each, 4,980,000,000 of which are designated Class A ordinary
shares and 20,000,000 of which are designated Class B ordinary share.
As
of June 5, 2024, there are 275,155,450 Class A ordinary shares issued and outstanding and 243,902 Class B ordinary shares issued and
outstanding. The following are summaries of material provisions of our Sixth Amended and Restated Memorandum and Articles of Association
and the Companies Law insofar as they relate to the material terms of our ordinary shares.
Ordinary Shares
General. The
unissued shares of the Company shall be at the disposal of the Board, under its absolute discretion, at such times and for such consideration
and upon such terms and conditions and for any reason, without limitation, but so that no shares shall be issued at a discount to par
value. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series
of preferred shares, no vote of the holders shall be a prerequisite to the issuance of any shares of any class or series of the preferred
shares authorized by and complying with the conditions of the Memorandum and Articles of Association. The board may issue options, warrants,
convertible securities or other similar nature securities.
Ordinary
Shares. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary
shares and Class B ordinary shares have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered
form and are issued when registered in our register of members.
Conversion.
Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
Dividends. The
holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board. Our Sixth Amended and Restated Memorandum
and Articles of Association provide that our Board may declare and pay dividends out of the profits of the Company, realized or unrealized,
or from any reserve set aside from profits which the directors determine is no longer needed, or out of share premium account or any
other fund or account which can be authorized for this purpose in accordance with the Law.
Voting
Rights. In respect of all matters subject to a shareholder’s vote, at any general meeting on a show of hands every
Shareholder present in person (or being a corporation, is presented by a duly authorized representative), or by proxy shall have one
vote and on a poll every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly
authorized representative shall have one (1) vote for each Class A ordinary share and thirty (30) votes for each Class B ordinary share
of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated
for the foregoing purposes as paid up on the share. A quorum required for a meeting of shareholders consists of one shareholder who holds
at least one-third of our issued voting shares. Shareholders’ meetings may be held annually. Each general meeting, other than an
annual general meeting, shall be an extraordinary general meeting. Extraordinary general meetings may be called by a majority of our
Board or upon a requisition of shareholders holding at the date of deposit of the requisition not less one-tenth of such of the paid-up
share capital of our Company that carries the right to vote at a general meeting, forthwith proceed to convene an extraordinary general
meeting. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the
votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds
of the votes attaching to the Ordinary Shares cast at a meeting. A special resolution will be required for important matters such as
making changes to our Sixth Amended and Restated Memorandum and Articles of Association.
Transfer
of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or
her Ordinary Shares by an instrument of transfer in the usual or common form prescribed by the NASDAQ Stock Market (the “Designated
Stock Exchange”) or in or any other form approved by our Board. Our Board may, in its absolute discretion, decline to register
any transfer of any Ordinary Shares only where such share is not a fully paid up share (and being transferred to a person of whom it
does not approve), or any share issued under any share incentive scheme for employees or pursuant to any other agreement, contract or
other such arrangement. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which
the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal. The registration of transfers
of shares or of any class of shares may, subject to compliance with any notice requirement of the Designated Stock Exchange, be suspended
at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.
Inspection
of Books and Records. Holders of our Ordinary Shares have no general right under our Sixth Amended and Restated Memorandum
and Articles of Association to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide
our shareholders with annual audited financial statements. See “Where You Can Find Additional Information”.
Issuance
of Additional Shares. Our memorandum of association authorizes our Board to issue additional Ordinary Shares from time to
time as our Board shall determine, to the extent of available authorized but unissued shares. Our memorandum of association also authorizes
our Board to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference
shares, the terms and rights of that series, including:
|
● |
the designation of the series to be issued; |
|
|
|
|
● |
the number of shares of the series; |
|
|
|
|
● |
the dividend rights, conversion rights, voting rights;
and |
|
|
|
|
● |
the liquidation preferences. |
Our
Board may issue preference shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares
may dilute the voting power of holders of Ordinary Shares.
Anti-Takeover
Provisions. Some provisions of our Sixth Amended and Restated Memorandum and Articles of Association may discourage, delay
or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that authorize
our Board to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions
of such preference shares without any further vote or action by our shareholders.
Differences in Corporate
Law
The
Companies Act is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the
Companies Act differs from laws which applicable to United States corporations and their shareholders. Set forth below is a summary of
some of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to the companies
incorporated in the State of Delaware.
Mergers
and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between
Cayman Islands companies and non-Cayman Islands companies. For these purposes, a “merger” means the merging of two or more
constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company,
and a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting
of the undertaking, property and liabilities of such companies to the consolidated company.
In
order to effect a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation,
which must then be authorized by a special resolution of the shareholders of each constituent company, and such other authorization,
if any, as may be specified in such constituent company’s articles of association.
The
plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with, inter alia, a declaration
as to the solvency of each constituent company, a list of the assets and liabilities of each constituent company and an undertaking that
a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that
notification of the merger and consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right
to be paid the fair value of their shares if they follow the required procedures under the Companies Act subject to certain exceptions.
The fair value of the shares will be determined by the Cayman Islands court if it cannot be agreed among the parties. Court approval
is not required for a merger or consolidation effected in compliance with these statutory procedures.
In
addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement
is approved, for a creditor-led arrangement, by a majority in number of each class of creditors with whom the arrangement is to be made,
and, in either a shareholder or a creditor arrangement, three-fourths in value of each such class of shareholders or creditors, as the
case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening
of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands.
While a dissenting shareholder has the right
to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement
if it determines that:
|
● |
the statutory provisions as to the required majority
vote have been met; |
|
|
|
|
● |
the shareholders have been fairly represented at the
meeting in question; |
|
|
|
|
● |
the arrangement is such
that an intelligent and honest man of that class acting in respect of his interest would reasonably approve; and |
|
|
|
|
● |
the arrangement is not
one that would more properly be sanctioned under some other provision of the Companies Act. |
When
a take-over offer is made and accepted by holders of not less than 90% of the shares within four months, the offer, or may, within a
two-month period conversing on the expiration of such four months period, require the holders of the remaining shares to transfer such
shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless
there is evidence of fraud, bad faith or collusion.
If
the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights,
which would otherwise ordinarily be available to the dissenting shareholders of United States corporations, providing rights to receive
payment in cash for the judicially determined value of the shares.
Shareholders’
Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general
rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood
be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:
|
● |
a company acts or proposes
to act illegally or ultra vires and is therefore incapable of ratification by the shareholders; |
|
|
|
|
● |
the act complained of,
although not ultra vires, could only be duly effected if authorized by more than a simple majority vote that has not been obtained;
and |
|
|
|
|
● |
those who control the company
are perpetrating a “fraud on the minority”. |
Indemnification
of Directors and Executive Officers and Limitation of Liability. The Companies Act 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. Our Sixth Amended and Restated Memorandum and Articles of Association permit indemnification
of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages
arise from dishonesty of such directors or officers willful default of fraud. This standard of conduct is generally the same as permitted
under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that
in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’
Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation
and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director
act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director
must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.
He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that
the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed
basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption
may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by
a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company
and therefore it is considered that he or she owes the following duties to the company: a duty to act bona fide in the best interests
of the company, a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so)
and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest
or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It
was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may
reasonably be expected from a person of his or her knowledge and experience. However, courts are moving towards an objective standard
with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder
Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders
to act by written consent by amendment to its certificate of incorporation. Cayman Islands law provides that shareholders may approve
corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to
vote on such matter at a general meeting without a meeting being held. Our Sixth Amended and Restated Memorandum and Articles of Association
provides that anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of
the shareholders may be done without a meeting by written resolution in accordance with such Third Amended and Restated Memorandum and
Articles of Association. A written resolution is passed when it is signed by (or in the case of a shareholder that is a corporation,
on behalf of) all the shareholders, or all the shareholders of the relevant class thereof, entitled to vote thereon, or in the case of
an ordinary resolution, the requisite majority, and may be signed in as many counterparts as may be necessary.
Shareholder
Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual
meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called
by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from
calling special meetings. The Companies Act provides shareholders with only limited rights to requisition a general meeting and does
not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in articles
of association. Our Sixth Amended and Restated Memorandum and Articles of Association allow our shareholders holding not less than 10%
of the share capital in issue to requisition a shareholder’s meeting. Other than this right to requisition a shareholders’
meeting, a shareholder may give notice to the Company of business proposed to be brought before an annual general meeting. As an exempted
Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative
Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless
the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation
of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder
is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There
are no prohibitions in relation to cumulative voting under the Companies Act but our Sixth Amended and Restated Memorandum and Articles
of Association do not provide for cumulative voting.
Removal
of Directors. Under the Delaware General Corporation Law, a director of a corporation with a may be removed with the approval
of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Sixth
Amended and Restated Memorandum and Articles of Association, directors may be removed by way of a special resolution of our shareholders
at any time before the expiration of his or her period of office.
Transactions
with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to
Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its
certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder”
for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person
or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has
the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not
be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested
shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming
an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition
transaction with the target’s board of directors. The Companies Act has no comparable statute. As a result, we cannot avail ourselves
of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate
transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide
in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority
shareholders.
Dissolution;
Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve,
dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated
by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows
a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions
initiated by the board. Under the Companies Act, a company may be wound up by either an order of the courts of the Cayman Islands or
by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its
members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of
the court, just and equitable to do so. Under the Companies Act and our Sixth Amended and Restated Memorandum and Articles of Association,
our Company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation
of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares
with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
Under the Companies Act and our Sixth Amended and Restated Memorandum and Articles of Association, if our share capital is divided into
more than one class of shares, we may vary the rights attached to any class with the sanction of a special resolution passed at a separate
general meeting of the holders of the shares of that class.
Amendment
of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended
with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
As permitted by the Companies Act, our Sixth Amended and Restated Memorandum and Articles of Association may only be amended with a special
resolution of our shareholders.
Rights
of Non-resident or Foreign Shareholders. There are no limitations imposed by our Sixth Amended and Restated Memorandum and
Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition,
there are no provisions in our Sixth Amended and Restated Memorandum and Articles of Association governing the ownership threshold above
which shareholder ownership must be disclosed.
DESCRIPTION
OF PREFERRED SHARE
The
particular terms of each issue or series of preferred shares will be described in the applicable prospectus supplement. This description
will include, where applicable, a description of:
|
● |
the
title and nominal value of the preferred shares; |
|
● |
the
number of preferred shares we are offering; |
|
● |
the
liquidation preference per preferred share, if any; |
|
● |
the
issue price per preferred share (or if applicable, the calculation formula of the issue price per preferred share); |
|
● |
whether
preferential subscription rights will be issued to existing shareholders; |
|
● |
the
dividend rate per preferred share, dividend period and payment dates and method of calculation for dividends; |
|
● |
whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
|
● |
our
right, if any, to defer payment of dividends and the maximum length of any such deferral period; |
|
● |
the
relative ranking and preferences of the preferred shares as to dividend rights (preferred dividend if any) and rights if we liquidate,
dissolve or wind up the company; |
|
● |
the
procedures for any auction and remarketing, if any; |
|
● |
the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
|
● |
any
listing of the preferred shares on any securities exchange or market; |
|
● |
whether
the preferred shares will be convertible into our Class A ordinary shares or preferred shares of another category, and, if applicable,
conditions of an automatic conversion into Class A ordinary shares, if any, the conversion period, the conversion price, or
how such price will be calculated, and under what circumstances it may be adjusted; |
|
● |
voting
rights, if any, of the preferred shares; |
|
● |
preemption
rights, if any; |
|
● |
other
restrictions on transfer, sale or assignment, if any; |
|
● |
a
discussion of any material or special Cayman Islands or United States federal income tax considerations applicable to the preferred
shares; |
|
● |
any
limitations on issuances of any class or series of preferred shares ranking senior to or on a parity with the series of preferred
shares being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; |
|
● |
any
rights attached to the preferred shares regarding the corporate governance of our company, which may include, for example representation
rights to the board of directors; and |
|
● |
any
other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred shares. |
Our
board of directors may cause us to issue from time to time, out of our authorized share capital (other than the authorized but unissued
ordinary shares), series of preferred shares in their absolute discretion and without approval of the shareholders; provided, however,
before any preferred shares of any such series are issued, our board of directors shall by resolution of directors determine, with respect
to any series of preferred shares, the terms and rights of that series.
When
we issue preferred shares under this prospectus and the applicable prospectus supplement, the shares will be fully paid and non-assessable and
will not have, or be subject to, any pre-emptive or similar rights.
The
issuance of preferred shares could adversely affect the voting power of holders of ordinary shares and reduce the likelihood that holders
of ordinary shares will receive dividend payments and payments upon liquidation. The issuance could have the effect of decreasing the
market price of our ordinary shares. The issuance of preferred shares also could have the effect of delaying, deterring or preventing
a change in control of our company.
DESCRIPTION
OF DEBT SECURITIES
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as
an Indenture) will be entered into between us and a trustee to be named therein. It is likely that convertible debt securities will not
be issued under an Indenture.
The
Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part.
The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities
are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted under each
Indenture) and the debt securities, including the definitions therein of certain terms.
General
Unless
otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company. The
senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment to any senior indebtedness.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the senior indebtedness issued under an Indenture.
Prospectus Supplement
Each
prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include
some or all of the following:
|
● |
the title of debt securities
and whether they are subordinated, senior subordinated or senior debt securities; |
|
● |
any limit on the aggregate
principal amount of debt securities of such series; |
|
● |
the percentage of the principal
amount at which the debt securities of any series will be issued; |
|
● |
the ability to issue additional
debt securities of the same series; |
|
● |
the purchase price for
the debt securities and the denominations of the debt securities; |
|
● |
the specific designation
of the series of debt securities being offered; |
|
● |
the maturity date or dates
of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates at which the debt securities
of the series shall bear interest, if any, which may be fixed or variable, or the method by which such rate shall be determined; |
|
● |
the basis for calculating
interest if other than 360-day year or twelve 30-day months; |
|
● |
the date or dates from
which any interest will accrue or the method by which such date or dates will be determined; |
|
● |
the duration of any deferral
period, including the maximum consecutive period during which interest payment periods may be extended; |
|
● |
whether the amount of payments
of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or
other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount
of such payments; |
|
● |
the dates on which we will
pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest
payment date; |
|
● |
the place or places where
the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities may be surrendered
for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered to or upon us pursuant
to the applicable Indenture; |
|
● |
the rate or rates of amortization
of the debt securities; |
|
● |
if we possess the option
to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional
redemption provisions, and the other terms and conditions of any such provisions; |
|
● |
our obligation or discretion,
if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision
or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will
redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions
of such obligation; |
|
● |
the terms and conditions,
if any, regarding the option or mandatory conversion or exchange of debt securities; |
|
● |
the period or periods within
which, the price or prices at which and the terms and conditions upon which any debt securities of the series may be redeemed, in
whole or in part at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt
securities shall be evidenced; |
|
● |
any restriction or condition
on the transferability of the debt securities of a particular series; |
|
● |
the portion, or methods
of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity
of the debt securities in connection with any event of default if other than the full principal amount; |
|
● |
the currency or currencies
in which the debt securities will be denominated and in which principal, any premium and any interest will or may be payable or a
description of any units based on or relating to a currency or currencies in which the debt securities will be denominated; |
|
● |
provisions, if any, granting
special rights to holders of the debt securities upon the occurrence of specified events; |
|
● |
any deletions from, modifications
of or additions to the events of default or our covenants with respect to the applicable series of debt securities, and whether or
not such events of default or covenants are consistent with those contained in the applicable Indenture; |
|
● |
any limitation on our ability
to incur debt, redeem share, sell our assets or other restrictions; |
|
● |
the application, if any,
of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described below) to the
debt securities; |
|
● |
what subordination provisions
will apply to the debt securities; |
|
● |
the terms, if any, upon
which the holders may convert or exchange the debt securities into or for our Ordinary Share, preferred share or other securities
or property; |
|
● |
whether we are issuing
the debt securities in whole or in part in global form; |
|
● |
any change in the right
of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an
event of default; |
|
● |
the depositary for global
or certificated debt securities, if any; |
|
● |
any material federal income
tax consequences applicable to the debt securities, including any debt securities denominated and made payable, as described in the
prospectus supplements, in foreign currencies, or units based on or related to foreign currencies; |
|
● |
any right we may have to
satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive covenants or events
of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures; |
|
● |
the names of any trustees,
depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities; |
|
● |
to whom any interest on
any debt security shall be payable, if other than the person in whose name the security is registered, on the record date for such
interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid if other
than in the manner provided in the applicable Indenture; |
|
● |
if the principal of or
any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than as stated,
the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such
election is to be made and the amounts payable (or the manner in which such amount shall be determined); |
|
● |
the portion of the principal
amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of the debt securities pursuant
to the applicable Indenture if other than the entire principal amount; |
|
● |
if the principal amount
payable at the stated maturity of any debt security of the series will not be determinable as of any one or more dates prior to the
stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of any such date for any
purpose, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity or
which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined); and |
|
● |
any other specific terms
of the debt securities, including any modifications to the events of default under the debt securities and any other terms which
may be required by or advisable under applicable laws or regulations. |
Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders
of the debt securities may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus
supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other
governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on
such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices
or other factors to which the amount payable on that date relates and certain additional tax considerations.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of our common share, preferred share or debt securities or any combination thereof. Warrants may
be issued independently or together with our common share, preferred share or debt securities and may be attached to or separate from
any offered securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under
a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act
solely as our agent in connection with such warrants. The warrant agent will not have any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 6-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating
to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions of the
applicable warrant agreement, if any. These terms may include the following:
|
● |
the title
of the warrants; |
|
● |
the price or prices at
which the warrants will be issued; |
|
● |
the designation, amount
and terms of the securities or other rights for which the warrants are exercisable; |
|
● |
the designation and terms
of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; |
|
● |
the aggregate number of
warrants; |
|
● |
any provisions for adjustment
of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
|
● |
the price or prices at
which the securities or other rights purchasable upon exercise of the warrants may be purchased; |
|
● |
if applicable, the date
on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants will be separately transferable; |
|
● |
a discussion of any material
U.S. federal income tax considerations applicable to the exercise of the warrants; |
|
● |
the date on which the right
to exercise the warrants will commence, and the date on which the right will expire; |
|
● |
the maximum or minimum
number of warrants that may be exercised at any time; |
|
● |
information with respect
to book-entry procedures, if any; and |
|
● |
any other terms of the
warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise
price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of
business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.
After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in
the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs
the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises
less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
DESCRIPTION
OF RIGHTS
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and
one or more banks, trust companies or other financial institutions, as rights agent, that we will name in the applicable prospectus supplement.
The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency
or trust for or with any holders of rights certificates or beneficial owners of rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other
matters:
|
● |
the date of determining
the security holders entitled to the rights distribution; |
|
● |
the aggregate number of
rights issued and the aggregate amount of securities purchasable upon exercise of the rights; |
|
● |
the conditions to completion
of the rights offering; |
|
● |
the date on which the right
to exercise the rights will commence and the date on which the rights will expire; and |
|
● |
any applicable federal
income tax considerations. |
Each
right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth
in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the
rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will
become void.
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby arrangements, as described in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit
agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
|
● |
the title of the series
of units; |
|
● |
identification and description
of the separate constituent securities comprising the units; |
|
● |
the price or prices at
which the units will be issued; |
|
● |
the date, if any, on and
after which the constituent securities comprising the units will be separately transferable; |
|
● |
a discussion of certain
United States federal income tax considerations applicable to the units; and |
|
● |
any other material terms
of the units and their constituent securities. |
ENFORCEABILITY
OF CIVIL LIABILITIES
We
incorporated in the Cayman Islands in order to enjoy the following benefits: (1) political and economic stability; (2) an effective judicial
system; (3) a favorable tax system; (4) the absence of exchange control or currency restrictions; and (5) the availability of professional
and support services.
However,
certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:
(1) the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide
significantly less protection to investors; and (2) Cayman Islands companies may not have standing to sue before the federal courts of
the United States.
Our
constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the
United States, between us, our officers, directors and shareholders, be arbitrated.
All
of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our officers
are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside
the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these
persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States.
We
have appointed Puglisi& Associates, located at Newark, Delaware, as our agent upon whom process may be served in any action brought
against us under the securities laws of the United States.
Conyers
Dill & Pearman, our counsel as to Cayman Islands law, and Zhong Lun Law Firm, our counsel as to PRC law, have advised us, respectively,
that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:
|
● |
recognize or enforce judgments
of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities
laws of the United States or any state in the United States; or |
|
● |
entertain original actions
brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United
States or any state in the United States. |
Conyers
Dill & Pearman has advised us that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company
to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard
to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities
laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such determination is made, the courts
of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts
of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil
liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Conyers
Dill & Pearman has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained
in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at
common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in
the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes
on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect
of taxes, a fine or a penalty and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural
justice or the public policy of the Cayman Islands.
Zhong
Lun Law Firm has advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedure Law.
PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedure Law based either on
treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties
or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement
of foreign judgments. In addition, according to the PRC Civil Procedure Law, courts in the PRC will not enforce a foreign judgment against
us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security
or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in
the United States or in the Cayman Islands.
TAXATION
Material
income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will
be set forth in the applicable prospectus supplement(s) relating to the offering of those securities.
EXPENSES
The
following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions, all of which shall be borne by the registrant. All of such fees and expenses,
except for the SEC registration fee, are estimated:
SEC registration fee | |
$ | 45,460.8 |
|
FINRA filing fee | |
| |
(1) |
Legal fees and expenses | |
| |
(1) |
Accounting fees and expenses | |
| |
(1) |
Miscellaneous fees and expenses | |
| |
(1) |
Total | |
$ | |
(1) |
(1) | To
be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated
by reference into this prospectus. |
LEGAL
MATTERS
The
validity of the issuance of the securities offered in any offering and legal matters as to Cayman Islands law will be passed upon for
us by Conyers Dill & Pearman. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel
that we will name in the applicable prospectus supplement.
EXPERTS
The
financial statements of the Company as of December 31, 2023, 2022 and 2021 and for the fiscal years ended December 31, 2023, 2022 and
2021 incorporated by reference in this prospectus and the registration statement have been so incorporated in reliance on the report
of Onestop Assurance PAC, an independent registered public accounting firm, incorporated herein by reference, given on the authority
of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form F-3 filed under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement and its exhibits.
Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should
read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
of the document or matter.
You
can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.
You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C.
20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities.
We
are subject to the information reporting requirements of the Exchange Act, and we file reports, proxy statements and other information
with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference
room and website of the SEC referred to above. We also maintain a website at www.x3holdings.com, at which you may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information
contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus
forms a part, and investors should not rely on such information in making a decision to purchase our Ordinary Share in this offering.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC permits us to “incorporate by reference” into this prospectus the information contained in documents that we file with
the SEC, which means that we can disclose important information to you by referring you to those documents. Information that is incorporated
by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information
that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by
reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have
filed with the SEC and incorporate by reference in this prospectus, except as superseded, supplemented or modified by this prospectus,
the documents listed below:
|
● |
The annual report on Form 20-F for the fiscal year ended December 31, 2023, filed on April 30, 2024; |
|
|
|
|
● |
The Form 6-K filed on May
30, 2024; |
|
|
|
|
● |
The registration statement
and final prospectus for the Company’s initial public offering, filed on April 2, 2019; and |
|
|
|
|
● |
Our Registration Statement
on Form
8-A, filed with the SEC on March 27, 2019, including any amendments or reports filed for the purpose of updating the description
of our Ordinary Share therein. |
We
also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information
not deemed “filed” with the SEC).
Any
statement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedes
the statement, and any statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes the
statement.
We
will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests
should be directed to:
X3
HOLDINGS CO., LTD.
Suite
412, Tower A, Tai Seng Exchange
One
Tai Seng Avenue
Singapore
536464
Tel:
+65-8038-6502
Copies
of these filings are also available on our website at www.x3holdings.com. For other ways to obtain a copy of these filings,
please refer to “Where You Can Find More Information” above.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Officers and Directors.
The
Companies 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. Our currently effective memorandum
and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their
capacities as such unless such losses or damages arise from dishonesty of such directors or officers willful default of fraud. This standard
of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item
9. Exhibits
EXHIBIT
INDEX
** | To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d)
of the Securities Exchange Act of 1934 and incorporated by reference in connection with the
offering of securities to the extent required for any such offering. |
Item
10. Undertakings
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, as amended; |
|
|
|
|
(ii) |
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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value
of the 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 Securities and Exchange 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; and |
|
|
|
|
(iii) |
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 the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) 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 Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement;
|
(2) |
That, for the purpose of
determining any liability under the Securities Act of 1933, as amended, 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; |
|
|
|
|
(4) |
That, for the purpose of
determining liability under the Securities Act of 1933, as amended, to any purchaser: |
|
(i) |
Each prospectus filed by
the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus
was deemed part of and included in this 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, as amended, shall be deemed to be part of and included in the registration statement as of the
earlier of the date such 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, as amended, 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: |
|
(i) |
Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
|
|
|
|
(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; |
|
|
|
|
(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 |
|
|
|
|
(iv) |
Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser; |
|
(7) |
To supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters
during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent
reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover
page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering; |
|
|
|
|
(8) |
To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the
Trust Indenture Act; and |
|
|
|
|
(9) |
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, 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 Securities Act of 1933, as amended,
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, as amended, and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this Form F-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Singapore, on June 5, 2024.
|
X3
HOLDINGS CO., LTD. |
|
|
|
|
By: |
/s/
Stewart Lor |
|
|
Stewart
Lor |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Stewart Lor with
full power of substitution and resubstitution and full power to act, as his true and lawful attorney-in-fact and agent to act in his
name, place and stead, and to execute in the name and on behalf of such person, individually and in the capacity stated below, and to
file any and all amendments to this registration statement, any related registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that said attorneys-in-fact and agents, and each of them, or any substitute or substitutes for each of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have
signed this registration statement below.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Stewart Lor |
|
Chief Executive Officer, President and Chairman of the Board |
|
June 5, 2024 |
Stewart Lor |
|
|
|
|
|
|
|
|
|
/s/ Yuxia Xu |
|
Chief Financial Officer and Chief Operating Officer |
|
June 5, 2024 |
Yuxia Xu |
|
|
|
|
|
|
|
|
|
/s/ Wei Jiang |
|
Independent Director |
|
June 5, 2024 |
Wei Jiang |
|
|
|
|
|
|
|
|
|
/s/ Ruizhong Jiang |
|
Independent Director |
|
June 5, 2024 |
Ruizhong Jiang |
|
|
|
|
|
|
|
|
|
/s/ Phillip Tao Qiu |
|
Independent Director |
|
June 5, 2024 |
Phillip Tao Qiu |
|
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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 of X3 Holdings
Co., Ltd., has signed this registration statement thereto in Newark, DE on June 5, 2024.
|
Puglisi
& Associates |
|
|
|
By: |
/s/
Donald J. Puglisi |
|
Name: |
Donald J. Puglisi |
|
Title: |
Managing Director |
Exhibit 5.1
|
CONYERS DILL & PEARMAN LLP
Cricket Square, Hutchins Drive
PO Box 2681, Grand Cayman KY1-1111
Cayman Islands
T +1 345 945 3901
conyers.com |
June 5, 2024
Matter No.: 710693
+1 345 814 7382
Matthew.Stocker@conyers.com
X3 Holdings Co., Ltd.
c/o the offices of Sertus Chambers
Governors Square
Suite #5-204
23 Lime Tree Bay Avenue
Grand Cayman
Cayman Islands
Dear Sirs,
Re: X3 Holdings Co., Ltd. (the “Company”)
We have acted as special legal counsel in the
Cayman Islands to the Company in connection with the Company’s Registration Statement on Form F-3 filed with the Securities and
Exchange Commission in the United States (“SEC”) on June 5, 2024 (the “Registration Statement”)
relating to the Company’s registration of (i) class A ordinary shares, par value US$0.40, (“Ordinary Shares”),
(ii) preferred shares (the “Preferred Shares”), (iii) debt securities (“Debt Securities”), (iv)
warrants to purchase our Class A ordinary shares warrants (“Warrants”), (v) rights (“Rights”); (vi)
a combination of the foregoing securities, separately or as units, in one or more offerings (“Units”), such as shall
have an aggregate offering price of up to US$300 million; and (vii) the Ordinary Shares (the “Conversion Shares”, and
together with the Ordinary Shares and the Preferred Shares, “Equity Securities”, which term includes any common shares
or preference shares to be issued pursuant to the conversion, exchange or exercise of any other Securities) issuable upon the conversion
of up to an aggregate of US$8,000,000 Convertible Promissory Note pursuant to the standby equity purchase agreement dated May 16, 2024,
by and among the Company and the selling shareholder identified in the Registration Statement (collectively, the “Registered
Securities”).
For the purposes of giving this opinion,
we have examined copies of (i) the Registration Statement; and (ii) a Certificate of Good Standing (the “Certificate of Good
Standing”) issued by the Registrar of Companies in relation to the Company.
We have also reviewed the memorandum
and articles of association (the “Constitutional Documents”) of the Company and the resolutions in writing of the directors
of the Company dated June 5, 2024 (the “Resolutions”), the register of members of the Company, and 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.
We have assumed (a) 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, (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) that the resolutions contained in the Resolutions were passed
by unanimous written resolutions of the directors of the Company, remain in full force and effect and have not been and will not be rescinded
or amended, (d) 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, (e) that any Equity Securities shall have been issued by the Company against payment in
full, which shall be equal to at least the par value thereof, and shall have been duly registered in the Company’s register of members,
(f) that the Company will have sufficient authorised capital to effect the issue of any of the Equity Securities at the time of issuance,
whether as a principal issue or on the conversion, exchange or exercise of any Securities, (g) that the form and terms of any and all
Registered Securities (including without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions
of preference shares) or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the
same or subject thereto (in the case of the Warrants and Units), the issuance and sale thereof by the Company, and the Company’s
incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any
related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Constitutional Documents
nor any applicable law, regulation, order or decree in the Cayman Islands, (h) that all necessary corporate action will be taken to authorise
and approve any issuance of Registered Securities (including, if Preferred Shares are to be issued, all necessary corporate action to
establish one or more series of Preferred Shares and fix the designation, powers, preferences, rights, qualifications, limitations and
restrictions thereof), the terms of the offering thereof and related matters, and that the applicable definitive purchase, underwriting
or similar agreement and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements thereto, will be
duly approved, executed and delivered by or on behalf of the Company and all other parties thereto, (i) that the applicable purchase,
underwriting or similar agreement, any Debt Security, any indenture and any supplement thereto and any other agreement or other document
relating to any Registered Security will be valid and binding in accordance with its terms pursuant to its governing law, (j) that the
issuance and sale of and payment for the Registered Securities will be in accordance with the applicable purchase, underwriting or similar
agreement duly approved in accordance with the Constitutional Documents, the Registration Statement (including the Prospectus set forth
therein and any applicable supplement thereto) and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements
thereto, (k) that, upon the issue of any Equity Securities, the Company will receive consideration for the full issue price thereof which
shall be equal to at least the par value thereof, (l) the capacity, power and authority of all parties other than the Company to enter
into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Relevant
Securities, and the due execution and delivery thereof by each party thereto. (m) the effectiveness under the laws of the United States
of America of the Registration Statement and that the Registration Statement will be duly filed with and declared effective by the Commission;
and (n) that the Prospectus contained in the Registration Statement, when declared effective by the Commission will be in substantially
the same form as that examined by us for purposes of this opinion.
The term “enforceable” as
used in this opinion means that an obligation is of a type which the courts of the Cayman Islands enforce. It does not mean that those
obligations will be enforced in all circumstances. In particular, the obligations of the Company in connection with any Registered Security
and any indenture or other agreement or document relating thereto:
| (a) | will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation,
possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering,
terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally
affecting the rights of creditors as well as applicable international sanctions; |
| (b) | will be subject to statutory limitation of the time within which proceedings may be brought; |
| (c) | will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies,
may not be available; |
| (d) | may not be given effect to by a Cayman Islands
court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and |
| (e) | may not be given effect by a Cayman Islands court
to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the
laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts,
a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company if there are other
proceedings simultaneously underway against the Company in another jurisdiction. |
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 the purposes of the filing of the Registration Statement and the offering of the Registered
Securities by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing,
we are of the opinion that:
| 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. Pursuant to the Act, a company is deemed to be in good standing if
all fees and penalties under the Companies Act of the Cayman Islands (the “Act”) have been paid and the Registrar of
Companies has no knowledge that the Company is in default under the Act. |
| 2. | When issued in accordance with the terms set out in the Registration Statement,
the Equity Securities will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are
required to be paid by the holders thereof in connection with the issue of such shares). |
| 3. | Upon the due issuance of: (a) Debt Securities of any series; (b) Warrants; (c) Rights;
and/or (d) Units, and payment of the consideration therefor, such Registered Securities will be validly issued and (except in the case
of any Equity Securities forming part of a Unit) will constitute valid and binding obligations of the Company in accordance with the terms
thereof. |
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil
Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent,
we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
Conyers Dill & Pearman LLP
Exhibit 23.1
|
|
Onestop Assurance
PAC
10 Anson Road #06-15 International Plaza
Singapore 079903
Email:
audit@onestop-ca.com
Website: www.onestop-ca.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report
dated April 30, 2024, with respect to the consolidated financial statements of X3 Holdings Co., Ltd. (formerly known as Powerbridge Technologies
Co., Ltd.) incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration
statement.
/s/ OneStop Assurance PAC
Singapore
June 5, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form F-3
(Form Type)
X3 HOLDINGS CO., LTD.
(Exact name
of registrant as specified in its charter)
Table
1 – Newly Registered Securities
| |
Security Type | |
Security Class Title | |
Fee Calculation or
Carry Forward Rule | |
| Amount
Registered | | |
| Proposed
Maximum
Offering
Price Per
Unit | | |
| Maximum
Aggregate
Offering
Price | | |
Fee
Rate | |
| Amount
of Registration Fee | | |
| Carry Forward Form Type Carry | | |
| Carry Forward File Number | | |
| Carry Forward Initial effective date | | |
| Filing
Fee
Previously
Paid In30
Connection
with
Unsold
Securities
to be
Carried
Forward | |
Newly
Registered Securities | |
Fees
to be
Paid | |
Equity | |
Class A Ordinary
Shares, US$0.40 par value per share, Preferred Shares, Debt Securities, Warrants, Rights, and Units (1) | |
Rule 457(o) | |
| (2 | ) | |
| – | | |
$ | 300,000,000 | (3) | |
$147.60 per
$1,000,000 (4) | |
$ | 44,280 | | |
| | | |
| | | |
| | | |
| | |
Fees
to be
Paid | |
Equity | |
Class A Ordinary Shares, par
value $0.40 per share, issuable upon the conversion of convertible promissory notes | |
Rule 457(o) | |
| (5 | ) | |
| – | | |
$ | 8,000,000 | (3) | |
$147.60 per
$1,000,000 (4) | |
$ | 1,180.8 | | |
| | | |
| | | |
| | | |
| | |
Fees
Previously
Paid | |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Carry
Forward Securities | |
Carry
Forward
Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total
Offering Amounts | | |
| | | |
$ | 308,000,000 | | |
| |
$ | 45,460.8 | | |
| | | |
| | | |
| | | |
| | |
| |
Total
Fees Previously Paid | | |
| | | |
| | | |
| |
| – | | |
| | | |
| | | |
| | | |
| | |
| |
Total
Fee Offsets | | |
| | | |
| | | |
| |
| – | | |
| | | |
| | | |
| | | |
| | |
| |
Net
Fee Due | | |
| | | |
| | | |
| |
$ | 45,460.8 | | |
| | | |
| | | |
| | | |
| | |
(1) |
Pursuant to General Instruction II.C. of Form F-3, the table lists each of the classes of securities being registered and the aggregate proceeds to be raised, but does not specify by each class information as to the amount registered, proposed maximum offering price per unit, and maximum aggregate offering price. |
(2) |
With respect to the primary offering, the registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed US$300,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. |
(3) |
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
(4) |
The fee rate used for the purpose of computing the amount of the registration fee is the effective fee rate since October 1, 2023. |
(5) |
With respect to the secondary offering, the registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed US$8,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. |
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