As filed with the U.S. Securities and Exchange Commission on February 8, 2024
Registration No. 333-259881
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kandi Technologies Group, Inc.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 3714 | Not Applicable | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
Jinhua New Energy Vehicle Town
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
(86 - 579) 82239856
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
Kewa Luo
Kandi Technologies Group, Inc.
The Helmsley Building
230 Park Ave, 3rd/4th Floor West
New York, NY 10169
Tel: 212-551-3610
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
Copies to:
| Elizabeth F. Chen, Esq. | ||
| Pryor Cashman LLP | ||
| 7 Times Square | ||
| New York, New York 10036 | ||
| (212) 326-0199 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☒ Registration No. 333-259881
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐
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 Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form F-4 (File No. 333-259881), as amended, (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on September 29, 2021 and declared effective by the Commission on November 1, 2022, Kandi Technologies Group, Inc., a company incorporated under the laws of British Virgin Islands (the “Registrant”), registered an aggregate of 86,690,062 of the Registrant’s ordinary shares, par value $0.001 per share (“Ordinary Shares”), and paid an aggregate registration fee of $41,614.70. This Registration Statement is being filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 5,144,096 Ordinary Shares to be issuable upon the completion of the Reincorporation Merger (as described in the Prior Registration Statement). The additional securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed with the Prior Registration Statement.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement incorporates by reference the contents of the documents listed below:
| ● | The Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein; |
| ● | The Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) of Kandi Technologies Group, Inc., a Delaware corporation (“Kandi Delaware”) filed with the Commission on March 16, 2023; |
| ● | The Definitive Proxy Statement on Schedule 14A of Kandi Delaware filed with the Commission on November 17, 2023; |
| ● | The Quarterly Reports on Form 10-Q of Kandi Delaware filed with the Commission on May 10, 2023, August 8, 2023 and November 10, 2023, respectively; and |
| ● | The Current Reports on Form 8-K of Kandi Delaware filed with the Commission on April 28, 2023, June 23, 2023, November 27, 2023, December 29, 2023 respectively. |
Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement: |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jinhua, the People’s Republic of China, on the 8th day of February, 2024.
| Kandi Technologies Group, Inc. | ||
| By: | /s/ Dong Xueqin | |
| Name: Dong Xueqin | ||
| Title: Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on February 8, 2024 in the capacities indicated:
| Signature | Title | |
| /s/ Dong Xueqin | Chief Executive | |
| Dong Xueqin | Officer (Principal Executive Officer) | |
| /s/ Jehn Ming Lim | Chief Financial Officer | |
| Jehn Ming Lim | (Principal Financial Officer and Principal Accounting Officer) | |
| * | Director | |
| Lin Yi | ||
| * | Director | |
| Jerry Lewin | ||
| * | Director | |
| Henry Yu | ||
| * | Director | |
| Chen Liming | ||
| * | Director | |
| Wang Lin | ||
| /s/ Hu Xiaoming | Chairman of the Board of Directors | |
| Hu Xiaoming |
| *By: | /s/ Hu Xiaoming | |
| Hu Xiaoming | ||
| Attorney-in-fact |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Kandi Technologies Group, Inc. has signed this Registration Statement in the City of New York, United States on February 8, 2024.
| By: | /s/ Kewa Luo | |
| Name: | Kewa Luo | |
| Title: | Investor Relationship Director of Kandi Technologies Group, Inc. |
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Exhibit 5.1
|
Board of Directors Kandi Technologies Group, Inc. Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 |
D +852 3656 6014 | |
| E nicholas.plowman@ogier.com | ||
| Reference: NJP/RER/178084.00001 | ||
| February 8, 2024 |
Dear Sirs
Kandi Technologies Group, Inc. (No: 1958347) (the Company)
| 1 | Background |
| 1.1 | Pursuant to the Registration Statement on Form F-4 (File No. 333-259881), as amended, (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on September 29, 2021 and declared effective by the Commission on November 1, 2022, the Company registered an aggregate of 86,690,062 of its ordinary shares, par value $0.001 per share (“Ordinary Share”). |
| 1.2 | The Company further filed a statement with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of registering an additional 5,144,096 Ordinary Shares (the “Additional Shares”) to be issuable upon the completion of the Reincorporation Merger (as described in the Prior Registration Statement) (the “New Registration Statement”). |
| 1.3 | We have been requested to provide you with a legal opinion on matters of British Virgin Islands law in connection with the Company and the Additional Shares. |
| 1.4 | All capitalised terms used in this opinion have the respective meanings set forth in the Prior Registration Statement and the New Registration Statement, except to the extent that a contrary indication or definition appears in this opinion or any Schedule. References herein to a Schedule are references to a schedule to this opinion. |
| 2 | Document examined |
| 2.1 | For the purposes of giving this opinion, we have examined copies of the corporate and other documents and conducted the searches listed in Schedule 1. |
| 2.2 | We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1. |
|
Ogier British Virgin Islands, Cayman Islands,
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Michael Snape
|
Justin Davis Florence Chan Lin Han Cecilia Li James Bergstrom Marcus Leese
|
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| 3 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 4 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (i) | The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 (the BCA), and is validly existing and in good standing under the laws of the British Virgin Islands. It is a separate legal entity and subject to suit in its own name and has the capacity to sue in its own name. |
Issuance of Securities
| (ii) | The issued shares in the capital of the Company on the date hereof and as included in the Register of Members were duly authorised for issue and are validly issued, fully paid and non-assessable. |
| (iii) | The Additional Shares to be offered and issued by the Company as contemplated by the New Registration Statement will be duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the New Registration Statement and/or the Prior Registration Statement and in accordance with the terms set out in the New Registration Statement and/or the Prior Registration Statement, as applicable, such shares will be validly issued, fully paid and non-assessable. |
No litigation revealed
| (iv) | Based solely on our review of the Court Records (as defined in Part B of Schedule 1), no litigation was pending against the Company in the High Court of the British Virgin Islands. |
No winding-up or insolvency proceedings revealed
| (v) | Based solely on our review of the Public Records (as defined in Part B of Schedule 1), no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained by the Registry of Corporate Affairs in the British Virgin Islands or the High Court of the British Virgin Islands (in each case to the extent those records are revealed by the Public Records) in respect of the Company. |
There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206).
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (i) | governed by, and shall be construed in accordance with, the laws of the British Virgin Islands; |
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| (ii) | limited to the matters expressly stated herein; and |
| (iii) | confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date hereof. |
| 5.2 | Unless otherwise indicated, all references in this opinion to specific British Virgin Islands legislation shall be to such legislation as amended to, and as in force at, the date hereof. |
| 6 | Who can rely on this opinion |
This opinion is given for your benefit in connection with the matters described herein and it may not be relied upon by any person or used for any other purpose or referred to or made public in any way without our prior written consent, save that it may be disclosed on a non-reliance basis to your professional advisers (acting only in that capacity).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 and Exhibit 23.1 to the New Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Prior Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
| Yours faithfully | |
| /s/ Ogier | |
| Ogier |
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Schedule 1
Document examined
Corporate and other documents
| 1 | The constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 28 June 2019 (the Company Registry Records). |
| 2 | The public information revealed from a search of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (the High Court Database) by the Registry of the High Court of the Virgin Islands on 28 June 2019 (the Court Records). |
| 3 | The Company Registry Records and the Court Records each as updated by update searches on 2 February 2024 (the Company Registry Records and the Court Records together, and as updated, the Public Records). |
| 4 | A registered agent’s certificate dated 5 February 2024 of the Company issued by the Registered Agent of the Company (the Registered Agent’s Certificate). |
| 5 | A certificate of good standing dated 2 February 2024 issued by the Registrar of Corporate Affairs. |
| 6 | Certified true copies of: |
| (a) | the register of members of the Company as at 5 February 2024; and |
| (b) | the register of directors of the Company as at 5 February 2024 (together the Registers). |
| 7 | Written resolutions of the sole director of the Company dated 6 February 2024 approving, inter alia, the filing of F-4 MEF (the Director Resolutions). |
| 8 | Written Resolutions of the sole member of the Company dated 6 February 2024 approving, inter alia, the filing of F-4 MEF (the Shareholder Resolutions). |
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Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents and counterparts of documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | Signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | The information and each of the documents disclosed by the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration, or which is required by the laws of the British Virgin Islands to be delivered for registration, which was not included and available for inspection in the Public Records. |
| 5 | The Registered Agent’s Certificate and each of the Registers is accurate and complete as at the date of this opinion. |
| 6 | The Director Resolutions and Shareholder Resolutions remain in full force and effect. |
Economic Substance
| 7 | The Company is not a legal entity for the purposes of the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the Substance Act), or, if the Company is such an entity and undertakes or proposes to undertake a relevant activity of a type described in the Substance Act, the Company has taken appropriate steps to comply with the economic substance requirements applicable to that activity. |
No interest in land in the British Virgin Islands
| 8 | The Company is not a land owning company for the purposes of Section 242 of the BCA meaning that neither it nor any of its subsidiaries has an interest in any land in the British Virgin Islands. |
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Schedule 3
Qualifications
Good Standing
| 1 | Under the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate Affairs in the British Virgin Islands. Failure to pay the annual fees by the relevant due date will render the Company liable to a penalty fee in addition to the amount of the outstanding fees. If the license fee remains unpaid from the due date, the Company will be liable to be struck off the Register of Companies. |
| 2 | Under the BCA the register of directors must be filed by the Company at the Registry of Corporate Affairs. Failure to make this filing will render the Company liable to a penalty fee and if the filing is not made within the requisite time period, the Company will be liable to be struck off the Register of Companies. |
| 3 | For the purposes of this opinion “in good standing” means only that as of the date of this opinion the Company is up-to-date with the payment of its annual fee to the Registry of Corporate Affairs under the BCA and in relation to its filing of its register of directors with the Registry of Corporate Affairs. We have made no enquiries into the Company’s good standing with respect to any other filings or payment of fees, or both, that it may be required to make under the laws of the British Virgin Islands other than the BCA. We have made no enquiries into whether the copy of the register of directors filed at the Registry of Corporate Affairs matches the details set out on the Registered Agent’s Certificate. |
Public Records
| 4 | The Public Records and our searches thereof may not reveal the following: |
| (a) | in the case of the Company Registry Records, details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search; |
| (b) | in the case of the Court Records, details of proceedings which have been filed but not actually entered in the High Court Database at the time of our search; |
| (c) | whether an application for the appointment of a liquidator or a receiver has been presented to the High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed out of court, or whether any out of court dissolution, reconstruction or reorganisation of the Company has been commenced; or |
| (d) | any originating process (including an application to appoint a liquidator) in respect of the Company in circumstances where the High Court of the British Virgin Islands has prior to the issuance of such process ordered that such process upon issuance be anonymised (whether on a temporary basis or otherwise), |
and the following points should also be noted:
| (e) | the Court Records reflect the information accessible remotely on the High Court Database, we have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause Book) or the Commercial Cause Book (the Commercial Cause Book) at the Registry of the High Court of the British Virgin Islands. Although the High Court Database should reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and for that reason neither facility can be relied upon to reveal whether or not a particular entity is a party to litigation in the British Virgin Islands; |
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| (f) | the High Court Database is not updated if third parties or noticed parties are added to or removed from the proceedings after their commencement; and |
| (g) | while it is a requirement under Section 118 of the Insolvency Act that notice of the appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver. |
Sovereign Immunity
| 5 | The State Immunity Act 1978 of the United Kingdom (the State Immunity Act) has been extended to the British Virgin Islands by the State Immunity (Overseas Territories) Order 1979. Under the State Immunity Act: |
| (a) | a British Virgin Islands company will be immune from the jurisdiction of the British Virgin Islands courts if: |
| (i) | it is a department of the government of any foreign or commonwealth State other than the United Kingdom (State); or |
| (ii) | the proceedings relate to anything done by it in the exercise of sovereign authority and the circumstances are such that a State would have been immune from jurisdiction under the State Immunity Act. |
| (b) | Where a British Virgin Islands company submits to the jurisdiction of a court (in British Virgin Islands or elsewhere) in respect of proceedings where it is entitled (under (a) above) to immunity: |
| (i) | relief may not be given against it by way of injunction or order for specific performance or the recovery of land or other property; and |
| (ii) | its property (other than in certain circumstances property used or intended to be used for commercial purposes) may be immune to any process for the enforcement of a judgment or arbitration award or, in an action in rem, for its arrest, detention or sale. |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of Kandi Technologies Group Inc. of our report dated March 16, 2023, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Kandi Technologies Group, Inc. and subsidiaries (the “Company”) for the years ended December 31, 2022 and 2021, appearing in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022.
/s/ Kreit & Chiu CPA LLP
Los Angeles, California
February 8, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form F-4
(Form Type)
Kandi Technology Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Equity | Ordinary Share, par value $0.001 per share | Rule 457(c) and Rule 457(f)(1) | 5,144,096 | (2) | $ | 2.61 | $ | 13,400,370.08 | (3)(4) | 0.0001476 | $ | 1,977.89 | ||||||||||||
| Total Offering Amounts | $ | 13,400,370.08 | 0.0001476 | $ | 1,977.89 | |||||||||||||||||||
| Total Fees Previously Paid | — | — | ||||||||||||||||||||||
| Total Fee offsets | — | — | ||||||||||||||||||||||
| Net fee Due | $ | 1,977.89 | ||||||||||||||||||||||
| (1) | Based upon the total additional number of ordinary shares of the registrant, or Kandi BVI, that may be issued and distributed to the holders of the common stock of Kandi Technologies Group, Inc., a Delaware corporation (“Kandi”), on a share-for-share basis upon consummation of the merger of Kandi Technologies Mergerco Inc., a Delaware corporation and a wholly owned subsidiary of the registrant, with and into Kandi, as described in the prospectus included in this registration statement. |
| (2) | Solely for the purpose of calculating the registration fee, including the calculation of the total maximum number of shares of common stock of Kandi issuable upon the exercise of outstanding warrants and options (if any) prior to the effective time of the merger. |
| (3) | Reflects the market price of the common stock of Kandi, computed in accordance with Rule 457(c) and Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”), of $2.61 per share (the average of the high and low prices of the common stock of Kandi as reported on the NASDAQ Global Select Market on February 7, 2024), and is estimated solely to determine the registration fee. Although there is no present market for the securities of the registrant, upon consummation of the merger, the ordinary shares of the registrant is expected be listed on the NASDAQ Global Select Market. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |