易电行集团美股招股说明书(2021-06-01版)

424B4 1 e141877-424b4_ezgotech.htm PROSPECTUS ProspectusFiled Pursuant to Rule 424(b)(4) Registration Nos. 333-256311 and 333-256525 2,564,102 Units EZGO Technologies Ltd. This is a public offering of 2,564,102 units of EZGO Technologies Ltd., a British Virgin Islands business company (“Units”), at a price of $4.68 per Unit. Each Unit consists of (a) one ordinary share, par value US$0.001 per share and (b) one warrant to purchase 0.7 ordinary share at an exercise price equal to $4.68, exercisable until the second anniversary of the issuance date and subject to certain adjustment as described herein. Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EZGO”. On May 27, 2021, the closing trading price for our ordinary shares, as reported on Nasdaq, was US$4.52 per share. The warrants offered hereby are not listed on any stock exchange or any trading system, and we do not expect a market for the warrants to develop. We have retained FT Global Capital, Inc. to act as our exclusive placement agent (the “Placement Agent”) in connection with this offering. In addition, ViewTrade Securities, Inc. is acting as a co-placement agent, and will be receiving a portion of the commissions payable to the Placement Agent for its role as co-placement agent. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number of dollar amount of securities. The Placement Agent is arranging for the sale of Units offered in this prospectus on a “best-efforts” basis and such Units are not being offered on a firm commitment by the Placement Agent. Per Unit Total Public Offering Price $4.68 11,999,997.36 Placement Agent commissions (1) $0.33 839,999.82 Proceeds to us, before expenses $4.35 11,159,997.54 (1)We have agreed to pay the Placement Agent a commission equal to 7% of the gross proceeds sold in the offering. In addition, we have agreed to issue to the Placement Agent warrants to purchase a certain number of shares that equals 5% of the Units (including shares issuable upon exercise of the warrants) sold in this offering. See section entitled “Plan of Distribution” on page 128 for more information. We are authorized to issue 100,000,000 ordinary shares of par value $0.001 each and up to 10,000 preferred shares of no par value each. Following the completion of this offering, we will have 13,402,602 ordinary shares and warrants to purchase 2,012,820 ordinary shares issued and outstanding. Our outstanding ordinary shares consists of one class of ordinary shares. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote. See “Risk Factors” beginning on page 7 for factors you should consider before buying the Units. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We expect to deliver the securities comprising the Units against payment in U.S. dollars in New York, NY on June 1, 2021, with respect to Units sold at the closing. VIEWTRADE SECURITIES, INC. The date of this prospectus is May 27, 2021. TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 37USE OF PROCEEDS 38CAPITALIZATION 39DILUTION 41ENFORCEABILITY OF CIVIL LIABILITIES 43CORPORATE STRUCTURE 45MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48BUSINESS 65REGULATIONS 94MANAGEMENT 102PRINCIPAL SHAREHOLDERS 107RELATED PARTY TRANSACTIONS 109DESCRIPTION OF SECURITIES 111SHARES ELIGIBLE FOR FUTURE SALE 121TAXATION 122PLAN OF DISTRIBUTION 128EXPENSES RELATING TO THIS OFFERING 131LEGAL MATTERS 131EXPERTS 131WHERE YOU CAN FIND ADDITIONAL INFORMATION 131INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. We have not, and the Placement Agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of