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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/05/22 Cenntro Electric Group Ltd. S-8 1/05/22 4:160K Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 65K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 46K 3: EX-23.1 Consent of Expert or Counsel HTML 7K 4: EX-23.2 Consent of Expert or Counsel HTML 7K
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1 | 1st Page – Filing Submission | ||||
" | 24.1 |
Australia
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N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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501 Okerson Road
Freehold, New Jersey
(732) 820-6757
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07728
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(Address of principal executive offices)
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(Zip Code)
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Jonathan J. Russo, Esq.
Pillsbury Winthrop Shaw Pittman LLP
31 West 52nd Street
New York New York 10019
(212) 858-1000
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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Title of Securities To Be Registered
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Amount
To Be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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||||
Ordinary Shares, without par value:
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||||||||
Amended and Restated 2016 Incentive Stock Option Plan
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9,225,291 (2)
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$1.1007(3)
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$10,154,277.80
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$941.30
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2022 Stock Incentive Plan
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25,965,234 (4)
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$5.415(5)
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$140,601,742.11
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$13,033.78
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2022 Employee Stock Purchase Plan
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7,789,571 (6)
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$4.603(7)
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$35,855,395.31
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$3,323.80
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||||
Total
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42,980,096
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$186,611,415.22
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$17,298.88
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers any additional Ordinary Shares which become issuable under the above-named plans by
reason of a stock dividend, stock split, reverse stock split, extraordinary dividend, extraordinary distribution, recapitalization, reorganization, merger, combination, consolidation, split-up, spin-off, combination, exchange of shares,
rights offering, separation, reorganization, liquidation, recapitalization or any other similar transaction which results in an increase in the number of our outstanding Ordinary Shares. Pursuant to Rule 416(c) under the Securities Act,
this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
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(2) |
Represents Ordinary Shares to be issued pursuant to stock options outstanding under the Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan (the “2016 Plan”) as of the date
of this Registration Statement.
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(3) |
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.1007 per Ordinary Share, the weighted average exercise price
(rounded down to the nearest cent) of the options outstanding under the 2016 Plan as of the date of this Registration Statement.
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(4) |
Represents Ordinary Shares which the Board has authorized for issuance under the Cenntro Electric Group Limited 2022 Stock Incentive Plan (the “2022 Plan”) as of the date of this Registration Statement.
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(5) |
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices per share of the Registrant’s Ordinary Shares reported on the Nasdaq Capital Market on January 3, 2022, a date
within five business days prior to the filing of this Registration Statement.
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(6) |
Represents Ordinary Shares which the Board has authorized for issuance under the Cenntro Electric Group Limited 2022 Employee Stock Purchase Plan (the “ESPP”) as of the date of this Registration Statement.
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(7) |
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis 85% of the average of the high and low prices per
share of the Registrant’s Ordinary Shares reported on the Nasdaq Capital Market on January 3, 2022, a date within five business days prior to the filing of this Registration Statement. Pursuant to the ESPP, the purchase price of the
Ordinary Shares reserved for issuance thereunder will be 85% of the lower of the fair market value of Ordinary Shares on the first trading day of the offering period or on the purchase date.
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Item 3. |
(a) |
Annual Report on Form 20-F filed with the Commission on May 18, 2021, containing audited consolidated financial statements for the
Registrant’s latest fiscal year for which such statements have been filed.
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(b) |
Report of Foreign Private Issuer on Form 6-K filed with the Commission on November 8, 2021, containing the audited financial statements of
Cenntro and the unaudited pro forma financial statements of the Registrant relating to the Combination.
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(c) |
Reports of Foreign Private Issuer on Form 6-K filed with the Commission on February 1, 2021, February 23, 2021, February 25, 2021, March 10, 2021, March 12, 2021, April 21, 2021, April
23, 2021, April 29, 2021, April 30, 2021, June 23, 2021, July 6, 2021, July 7, 2021, August 25, 2021, September 29, 2021,
October 27, 2021, November 4, 2021, November 17, 2021, November 24, 2021, December 14, 2021, December 21, 2021, January
3, 2022 and
January 5, 2022;
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(d) |
The description of the Registrant’s Ordinary Shares contained in Registrant’s registration statement on Form 8-A (No. 001-38544) filed
with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), together with any amendments or reports filed with the SEC for the purposes of updating such description.
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Item 4. |
Description of Securities
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Item 5. |
Interests of Named Experts and Counsel
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Item 6. |
Indemnification of Directors and Officers
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(a) |
owed to the company or a related body corporate;
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(b) |
for a pecuniary penalty or compensation order made in accordance with the Corporations Act; or
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(c) |
that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.
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(a) |
defending or resisting proceedings in which the person is found to have a liability of the type described above;
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(b) |
in defending or resisting criminal proceedings in which the person is found guilty;
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(c) |
in defending or resisting proceedings brought by the Australian corporate regulator or a liquidator for a court order if the grounds for making the order are found to have been established; or
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(d) |
in connection with proceedings for relief to the person under the Corporations Act in which the Court denies the relief.
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Item 7. |
Exemption from Registration Claimed
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Item 8. |
Exhibits.
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Exhibit No.
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Description
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Constitution of Cenntro Electric Group Limited ACN 619 054 938 (incorporated by reference to Exhibit 3.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the
Commission on January 5, 2022).
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Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the Commission on January 5,
2022).
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Opinion of Minter Ellison.
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Consent of BDO Audit Pty Ltd.
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Consent of Marcum Bernstein & Pinchuk LLP.
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Consent of Minter Ellison (included in Exhibit 5.1).
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Power of attorney (included on signature page).
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Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, File No.
001-38544, filed with the Commission on January 5, 2022).
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Cenntro Electric Group Limited 2022 Stock Incentive Plan (and Forms of Stock Option Agreement, Cash-Settled Stock Option Agreement, Restricted Share Agreement and Restricted Share Unit Agreement (and each
agreement's Notice of Exercise and Grant Notice, as applicable)) (incorporated by reference to Exhibit 10.5 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the Commission on January 5,
2022).
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Cenntro Electric Group Limited 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with
the Commission on January 5, 2022).
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Item 9. |
Undertakings.
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(a) |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(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 hereof) 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 volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(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.
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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CENNTRO ELECTRIC GROUP LIMITED
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By:
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/s/ Peter Z. Wang
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Peter Z. Wang
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Executive Chairman and Director
(Principal Executive Officer)
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Peter Z. Wang | ||||
/s/ Edmond Cheng
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Edmond Cheng | ||||
/s/ Chris Thorne
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Director
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Chris Thorne | ||||
/s/ Joe Tong
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Director
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Director
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Justin Davis-Rice
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/s/ Simon Tripp
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Director
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Cenntro Automotive Corporation
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By:
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/s/ Peter Z. Wang
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Name:
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Title:
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Chief Executive Officer
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This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 1/5/22 | 6-K | ||
1/3/22 | 6-K | |||
12/30/21 | ||||
11/5/21 | ||||
List all Filings |