易电行集团美股招股说明书(2023-09-11版)

351,433 Ordinary Shares We are offering 351,433 ordinary shares, par value of $0.001 per share (the “Ordinary Share”), at $1.13 perOrdinary Share. On September 6, 2023, the Company entered into certain securities purchase agreementsfor 8,849,558 Ordinary Shares and accompanying warrants (the “Warrants”), with each of the Warrantsaccompanying one Ordinary Share, to purchase up to 8,849,558 Ordinary Shares, in a registered directofferingto certain institutional investors.The combined purchase price per Ordinary Share andaccompanying Warrant is $1.13. Each of the Warrants is exercisable for one Warrant Share at an exerciseprice of $1.13 per share. The Warrants are immediately exercisable and may be exercised for a period ofthree years following the issuance date. On September 11, 2023, the Company entered into terminationagreements for the termination of the sale of 8,849,558 Ordinary Shares and accompanying Warrants,except as to 351,433 Ordinary Shares to one institutional investor that are being sold in this offering. Aegis Capital Corp. is acting as the placement agent for this offering. See “Plan of Distribution.” The netproceeds received by us from this offering will be used for working capital and general business purposes. Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EZGO.” OnSeptember 8, 2023, the last reported sales price of our Ordinary Shares on Nasdaq was $0.25 per share. We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible forreduced public company reporting requirements. Investing in our securities involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors” beginning on page S-25 and the “Risk Factors” in the accompanyingprospectus to read about factors you should consider before purchasing our securities. INVESTORSPURCHASING SECURITIES IN THIS OFFERING ARE PURCHASINGSECURITIES OF EZGO TECHNOLOGIES LTD., A BRITISH VIRGIN ISLANDS BUSINESSCOMPANY (“EZGO”), RATHER THAN SECURITIES OF ITS SUBSIDIARIES OR THE VIE (ASDEFINED BELOW) THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. In this prospectus supplement, “we,” “us,” “our,” “our company,” the “Company,” or similar termsrefer to EZGO Technologies Ltd. and/or its consolidated subsidiaries, other than Jiangsu EZGOElectronic Technologies, Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co.,Ltd.), a mainland China company (the “VIE”). EZGO conducts operations in China throughChangzhou EZGO Enterprise Management Co., Ltd. (the “WFOE”), the VIE and its subsidiaries inChina, and EZGO does not conduct any business on its own. The financial results of the VIE and itssubsidiaries are consolidated into our financial statements for accounting purposes, but we do nothold any equity interest in the VIE or any of its subsidiaries. Investing in EZGO’s securities is highly speculative and involves a significant degree of risk. EZGOis not an operating company established in the People’s Republic of China (the “PRC”), but aholding company incorporated in the British Virgin Islands. As a holding company with no materialoperationsof its own,EZGO conducts the majority of its operations through contractualarrangements with its operating entities established in the PRC, primarily the VIE, in which EZGOdoes not hold any equity interest, and the VIE’s subsidiaries based in the PRC. This variable interestentity structure involves unique risks to investors. The contractual arrangements with the VIE havenot been tested in court. The variable interest entity structure is used to provide investors withcontractual exposure to foreign investment in China-based companies where Chinese law prohibitsor restricts direct foreign investment in the operating companies. Due to PRC legal restrictions onforeign ownership in internet-based businesses, we do not have any equity ownership of the VIE;instead,we receive the economic benefits of the VIE’s business operations through certaincontractual arrangements. As a result of such series of contractual arrangements, EZGO and itssubsidiaries become the primary beneficiary of the VIE for accounting purposes and the VIE as aPRC consolidated entity under the generally accepted accounting principles in the United States (the“U.S.GAAP”).We consolidate the financial results of the VIE and its subsidiaries in ourconsolidated financial statements in accordance with U.S. GAAP. Neither we nor our investors ownany equity ownership in, direct foreign investment in, or control through such ownership/investmentof the VIE. Investors may never hold equity interests in the Chinese operating company. Thesecurities offered in this prospectus supplement are securities of our British Virgin Islands holdingcompany that maintains contractual arrangements with the associated operation companies. TheChinese regulatory authorities could disallow this variable interest entity structure, which wouldlikely