易电行集团美股招股说明书(2021-01-25版)

424B4 1 f424b40121_ezgotechnologies.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4)Registration No. 333-249687 2,800,000 Ordinary SharesEZGO Technologies Ltd.This is the initial public offering of our ordinary shares. We are offering 2,800,000 of our ordinary shares, par value $0.001 per share, on a firm commitment basis. The initial public offering price is $4.00 per share. Currently, no public market exists for our ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market, or Nasdaq, under the symbol “EZGO” on or promptly after the date of this prospectus.We are an “emerging growth company”, as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Emerging Growth Company Status.”Investing in our ordinary shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares.Neither the Securities and Exchange Commission nor any state securities commission 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. Per Share TotalPublic offering price $4.00 $11,200,000Underwriter’s discount and commissions(1) $0.28 $784,000Proceeds to us, before expenses $3.72 $10,416,000____________(1) ViewTrade Securities, Inc (which we refer to herein as the Underwriter) will receive compensation in addition to the underwriting discount, as set forth in the section entitled “Underwriting” beginning on page 130 upon the closing of this offering. We have also agreed to reimburse Underwriter for certain expenses incurred by it. See “Underwriting” for additional information.This offering is being conducted on a firm commitment basis. The Underwriter is obligated to take and pay for all of the shares if any such shares are taken. We have granted the Underwriter an option, exercisable in whole or in part, to purchase up to 420,000 additional ordinary shares from us at the public offering price, less the underwriting discounts and commissions, within 45 days from the date of this prospectus to cover over-allotments, if any. If the Underwriter exercises the option in full, the total underwriting discounts and commissions payable will be $901,600, and the total proceeds to us, before expenses, will be $11,978,400.The Underwriter expects to deliver the ordinary shares to purchasers in the offering on or about January 28, 2021. VIEWTRADE SECURITIES, INC.The date of this prospectus is January 25, 2021. Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 7Special Note Regarding Forward-Looking Statements 38Use of Proceeds 39Capitalization 40Dilution 41Enforceability of Civil Liabilities 42Corporate Structure 44Selected Consolidated Financial Data 47Management’s Discussion and Analysis of Financial Condition and Results of Operations 49Business 70Management 103Principal Shareholders 108Related Party Transactions 110Description of Securities 113Shares Eligible for Future Sale 123Taxation 124Underwriting 130Expenses Relating to this Offering 136Legal Matters 137Experts 137Where You Can Find Additional Information 137Index to Consolidated Financial Statements F-1You 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 ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. Until February 19, 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ordin