F-1/A 1 formf-1a.htm

 

As filed with the U.S. Securities and Exchange Commission on June 22, 2021

Registration No. 333-251182

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM F-1

Amendment No. 4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Bon Natural Life Limited

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   2833   Not applicable

(State or other jurisdiction

of incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

C601, Gazelle Valley, No.69 Jinye Road.

Xi’an Hi-tech Zone, Xi’an, China

0086-29-88318908 x805

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 

The Crone Law Group P.C.

500 Fifth Ave, Suite 938

New York, NY 10110

Phone: (646) 861-7891

(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: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on the 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 [X]

 

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. [  ]

 

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 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. [  ]

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. [X]

 

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. [  ]

 

COPIES OF COMMUNICATIONS TO:

 

Mark Crone, Esq.

Joe Laxague, Esq.

The Crone Law Group P.C.

500 Fifth Ave, Suite 938

New York, NY 10110

Phone: (646) 861-7891

Richard I. Anslow, Esq.

David Selengut Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Phone: (212) 370-1300

Fax: (212) 370-7889

 

CALCULATION OF REGISTRATION FEE

 

TITLE OF EACH CLASS OF
SECURITIES TO BE REGISTERED		  AMOUNT TO BE
REGISTERED		   PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE		  

PROPOSED

MAXIMUM

AGGREGATE

OFFERING PRICE (2)

   AMOUNT OF
REGISTRATION FEE		 
Ordinary Shares, par value $0.0001 per share (3)   2,300,000(1)  $       5.00   $11,500,000   $1,254.65 
Underwriters’ warrants (3)(4)   184,000   $—   $—   $— 
Ordinary Shares to be issued upon exercise of Underwriters’ warrants(3)   184,000   $5.00   $920,000   $100.37 
Total Registration Fee                 $1,355.02 

 

(1) Includes (a) 2,000,000 ordinary shares; and (b) up to 300,000 ordinary shares that may be purchased by the underwriters pursuant to its option to purchase additional shares.
   
(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.
   
(3) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional ordinary shares as may be issued after the date hereof as a result of share splits, share dividends or similar transactions.
   
(4) In accordance with Rule 457(g) under the Securities Act, because the shares of the registrant’s ordinary shares underlying the underwriters’ warrants (“Underwriter Warrants”) are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

 

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to Form F-1 is filed solely for the purpose of re-filing Exhibit 5.1, to include a conformed signature thereto, to the Registration Statement on Form F-1, as amended, (Registration No. 333-251182) filed by Bon Natural Life Limited with the Securities and Exchange Commission (the “Registration Statement”). This Amendment consists of this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. It does not contain a copy of the preliminary prospectus included in Amendment No. 3 to the Registration Statement, nor is it intended to amend or delete any part of the preliminary prospectus.

 

 
 

 

Part II – Information Not Required In Prospectus

 

Indemnification of Officers and Directors

 

Subject to the provisions of the Companies Law and in the absence of fraud or wilful default, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

 

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director, managing director, agent, auditor, secretary and other officer for the time being of the Company; or

 

(b) is or was, at the request of the Company, serving as a Director, managing director, agent, auditor, secretary and other officer for the time being of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

 

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

 

In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Recent Sales of Unregistered Securities

 

During the past three years, we have issued the following ordinary shares in connection with the incorporation of the Company without registering the securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of shares. On June 24, 2020, the Company has effected a 1 for 3 reverse stock split of its ordinary shares.

 

Purchaser   Date of Sale
or Issuance		   Number of Ordinary Shares     Number of Ordinary Shares as of June 30, 2020     Consideration  
Hippophae Limited   Dec. 11, 2019     8,886       2,962     US$ 0.89  
Hippophae Limited   May 29, 2020     5,924,405       1,974,802     US$ 592.4  
Hawthorn Fruit Limited   Dec. 11, 2019     1,113       371     US$ 0.11  
Hawthorn Fruit Limited   May 29, 2020     1,558,094       519,365     US$ 155.88  
Clary Sage Limited   May 29, 2020     2,307,500       769,167     US$ 230.8  
Pomegranate Flower Limited   May 29, 2020     3,300,000       1,100,000     US$ 330.0  
Lavender Oil Limited   May 29, 2020     900,000       300,000     US$ 90.0  
Hippophae Tree Limited   May 29, 2020     1,500,000       500,000     US$ 150.0  
Ascendant Global Advisors, Inc   June 30, 2020     -       280,000     US$ 28.0  
Yan Chen   June 30, 2020     -       200,000     US$ 20.0  
Qiang Zhang   June 30, 2020     -       153,333     US$ 15.3  
Totals         15,500,000       5, 800,000     US$ 1,613.33  

 

The Company was incorporated under the laws of Cayman Islands on December 11, 2019. The authorized number of ordinary shares was 50,000,000 shares with par value of US$0.0001 and 15,500,000 shares were issued upon incorporation. On June 17, 2020, the Company’s shareholders approved a 1 for 3 reverse split of the outstanding ordinary shares (the “Reverse Split”), which led to a redemption of 10,333,333 shares out of the 15,500,000 ordinary shares previously issued to existing shareholders on June 24, 2020. The Reverse Split did not change the authorized number of ordinary shares and only changed the issued and outstanding ordinary shares. As a result of this Reverse Split, there were 5,166,667 shares issued and outstanding. The issuance of these 5,166,667 shares is considered as a part of the Reorganization of the Company, which was retroactively applied as if the transaction occurred at the beginning of the period presented. Around the same time, the Company issued 633,333 ordinary shares to three unrelated parties for consulting services to be rendered. Such consulting services include but not limit to market research and feasibility study, business plan drafting, reorganization, pre-listing and corporate governance education, legal and audit firm recommendation and coordination, and independent directors and audit committee candidate’s recommendation, etc. The Company issued 633,333 of its ordinary shares to the Consultants in lieu of cash payment for such services. The 633,333 shares are valued at $633,333. Such service fee will be amortized over the service period from June 23, 2020 to June 22, 2021. As a result of the Reverse Split and share issuance, there were 5,800,000 shares issued and outstanding as of the date of this prospectus.

 

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Table of Exhibits

 

Exhibit Number   Description
1.1***   Form of Underwriting Agreement
     
3.1**   Memorandum and Articles of Association of the Registrant, as currently in effect
     
4.1***   Registrant’s Specimen Certificate for Ordinary Shares
     
5.1*   Opinion of Ogier Global (Cayman) Limited regarding the validity of the ordinary shares being registered and certain Cayman Islands tax matters
     
8.1**   Opinion of Chamzon Law Firm regarding certain PRC legal matters and certain PRC tax matters
     
10.1**   English translation of Exclusive Service Agreement between Xi’an CMIT and Xi’an App-Chem dated May 28, 2020
     
10.2**   English translation of Exclusive Option Agreement among Xi’an CMIT, Xi’an App-Chem and the shareholders of Xi’an App-Chem dated May 28, 2020
     
10.3**   English translation of Shares Pledge Agreement among Xi’an CMIT, Xi’an App-Chem and the shareholders of Xi’an App-Chem dated May 28, 2020
     
10.4**   English translation of Supplemental Shares Pledge Agreement among Xi’an CMIT, Xi’an App-Chem and the shareholders of Xi’an App-Chem dated June 10, 2020
     
10.5**   English translation of Proxy Agreement and Power of Attorney among Xi’an CMIT, Xi’an App-Chem and the shareholders of Xi’an App-Chem dated May 28, 2020
     
10.6**   English translations of Spousal Consents granted by the shareholders of Xi’an App-Chem
     
10.7**   Labor Contract between Xi’an App-Chem and Yongwei Hu
     
10.8**   Labor Contract between Xi’an App-Chem and Zhenchao Li
     
10.9**   Director Service Agreement with Christopher Constable
     
10.10**   Xi’an App-Chem Shareholder Powers of Attorney
     
10.11**   Loan Agreement
     
10.12**   Director Service Agreement with James E. Burns
     
10.13**   Director Service Agreement with Lawrence W. Leighton
     
10.14**   English translation of Property Lease Agreement for Weinan Raw Materials and Ingredients Production Site
     
14.1**   Code of Business Conduct and Ethics
     
21.1**   Significant subsidiaries and consolidated affiliated entities of the Registrant
     
23.1***   Consent of Friedman LLP, an independent registered public accounting firm
     
99.1**   Consent of Director Nominee Lawrence W. Leighton
     
99.2**   Consent of Director Nominee Christopher Constable
     
99.3**   Consent of Director Nominee James Edward Burns
     
99.4**  

Waiver Request

 

* Filed herewith

** Incorporated by reference to Registration Statement on Form F-1 filed December 7, 2020

*** Incorporated by reference to Amended Registration Statement on Form F-1/A filed May 14, 2021

 

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Undertakings

 

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

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 provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC 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.

 

The undersigned registrant hereby undertakes that:

 

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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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SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Xi’an, People’s Republic of China, on June 22, 2021.

 

BON NATURAL LIFE LIMITED  
     
By: /s/ Yongwei Hu  
  Yongwei Hu  
  Chairman, Chief Executive Officer  
  (Principal Executive Officer)  
     
By: /s/ Zhenchao Li  
  Zhenchao Li  
  Chief Financial Officer, Director  
  (Principal Financial Officer and Principal Accounting Officer)  

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

By: /s/ Yongwei Hu  
  Yongwei Hu  
  Chairman, Chief Executive Officer  
  (Principal Executive Officer)  
  Date: June 22, 2021  
     
By: /s/ Zhenchao Li  
  Zhenchao Li  
  Chief Financial Officer, Director  
  (Principal Financial Officer and Principal Accounting Officer)  
  Date: June 22, 2021  

 

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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 Bon Natural Life Limited has signed this registration statement or amendment thereto in New York, New York, on June 22, 2021.

 

  The Crone Law Group P.C.
     
  By: /s/ Mark Crone
  Name:  Mark Crone
  Title: Managing Partner

 

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