As filed with the U.S. Securities and Exchange Commission on March 3, 2021 

Registration No. 333-251342

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 4 to FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Elite Education Group International Limited

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands   8200   Not applicable
(State or Other Jurisdiction of
Incorporation or Organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)

 

1209 N. University Blvd, Middletown, OH 45042

Tel: +1 513-649-8350

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

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

+1 302-738-6680

(Name, address, including zip code, and telephone number, including areas code, of agent for service)

 

Copies to:

 

F. Alec Orudjev, Esq.

Schiff Hardin LLP

901 K Street, NW, Suite 700

Washington, DC 20001

Tel: 202-724-6848

 

Richard I. Anslow, Esq.

Jonathan Deblinger, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

Tel: 212-370-1300

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this 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. ☒

 

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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
      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  ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Securities to be Registered   Maximum
Aggregate
Offering
Price
(1)(2)(3) 		    Amount of
Registration
Fee 		 
Units (6)   $ 6,900,000     $ 752.79  
Common shares, par value $0.016 per share (4)   $ -     $ -  
Warrants to purchase common stock (4)   $ -     $ -  
Common shares issuable upon exercise of the Series A Warrants   $ 6,900,000     $ 752.79  
Common shares issuable upon exercise of the Series B Warrants   $ 8,625,000     $ 940.98  
Underwriters’ warrants (5)                
Common shares underlying Underwriters’ warrants (5)   $ 660,000     $ 72.00  
Total   $ 23,085,000     $ 2,518.57 (7)

 

 

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3) Includes the price of additional common shares and warrants to purchase common shares that the underwriters have the option to purchase to cover overallotments, if any.
(4) Included in the price of the units. No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.
(5) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have calculated the proposed maximum aggregate offering price of the common shares underlying the underwriter’s warrants by assuming that such warrants are exercisable at a price per share equal to 110% of the public offering price of the common share in the units sold in this offering.
(6) Each unit includes (i) one share of common stock, (ii) one Series A Warrant, and (iii) one Series B Warrant.
(7) Previously paid.

 

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to the Registration Statement on Form F-1 (File No. 333-251342) of Elite Education Group International Limited is being filed for the sole purpose of filing Exhibit 8.2. Accordingly, Part I, the form of prospectus, has been omitted from this filing.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 6. Indemnification of Directors and Officers

 

BVI law does limit the extent to which a company’s Memorandum and Articles of Association may provide for indemnification of officers and directors. Our Memorandum and Articles of Association provides for indemnification of its officers and directors for any liability incurred in their capacities as such, except through their own fraud or willful default to the extent permitted under British Virgin Islands law. Indemnification is only available to a person who acted in good faith and in what that person believed to be in the best interests of our Company.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

A director, officer or agent of a company formed under the BVI laws is obligated to act honestly and in good faith and exercise care, diligence and skill of a reasonably prudent person acting in comparable circumstances. Our constitutional documents do not relieve directors, officers or agents from personal liability arising from the management of the business of the company. Notwithstanding the foregoing, Section 132 of the BVI Business Companies Act permits indemnification of directors, officers and agents against all expenses, including legal fees and judgments, fines and settlements, in respect of actions related to their employment. There are no agreements that relieve directors, officer or agents from personal liability. We intend to obtain director and officer insurance.

 

II-1

 

 

Item 7. Recent Sales of Unregistered Securities

 

Since our inception, we issued and sold 4,410,000 and 8,190,000 of our common shares to Zhang Jianbo and Wonderland Holdings International Limited, in consideration for USD$27,342 and $50,778, respectively. The foregoing issuances were made in a transaction not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, and/or rules and regulations promulgated thereunder, including Regulation D or Regulation S, by virtue of being issuances of securities by non-U.S. companies to non-U.S. citizens or residents, conducted outside the United States and not using any element of interstate commerce.

 

Item 8. Exhibits and Financial Statement Schedules

 

(a) Exhibits

 

The following exhibits are filed herewith or incorporated by reference in this prospectus:

 

Exhibit   Exhibit title
     
1.1   Form of Underwriting Agreement. (1)
3.1   Memorandum and Articles of Association. (1)
3.2   Amendment to the Memorandum and Articles of Association. (1)
4.1   Specimen Share Certificate. (1)
4.2   Form of Series A Warrant.(1)
4.3   Form of Series B Warrant.(1)
4.4   Form of Warrant Agency Agreement. (1)
5.1   Opinion of Ogier. (1)
5.2   Opinion of Schiff Hardin LLP. (1)
8.1   Opinion of Schiff Hardin relating tax matters. (1)
8.2   Opinion of Ogier relating tax matters.
10.1   Form independent director agreement. (1)
10.2   Employment Agreement between the Company and Jianbo Zhang. (1)
10.3   Employment Agreement between the Company and Zhenyu Wu. (1)
10.4   Employment Agreement between the Company and Jing Li. (1)
10.5   Employment Agreement between the Company and Yunxia Xu. (1)
10.6   Employment Agreement between the Company and Bo Yu. (1)
10.7   Renda Agreement. (1)
10.8   Indemnification Escrow Agreement. (1)
10.9   Form of Lock-Up Agreement (included in Exhibit 1.1).
10.10   2019 Equity Incentive Plan. (1)
10.11   International Student Recruitment Services Agreement. (1)
10.12   Agreement Miami University and Renda Finance and Education Technology Company. (1)
10.13   Employment Agreement between the Company and Tong Wang. (1)
14.1   Code of Conduct and Ethics. (1)
21.1   List of Subsidiaries of the Registrant. (1)
23.1   Consent of ZH CPA, LLC.(1)
23.2   Consent of Ogier (included in Exhibit 5.1)
23.3   Consent of Schiff Hardin LLP (included in Exhibit 5.2)
24.1   Power of Attorney (included on signature page)
99.1   Charter of the Audit Committee. (1)
99.2   Charter of the Compensation Committee. (1)
99.3   Charter of the Nominating Committee. (1)

 

(1) Previously filed.

 

(b) Financial Statement Schedules

 

None.

 

II-2

 

 

Item 9. Undertakings

 

The undersigned registrant hereby undertakes:

 

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

To provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

 

That, for purposes of determining any liability under the Securities Act of 1933, 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.

 

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has 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 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 Act and will be governed by the final adjudication of such issue.”

 

II-3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China, on March 3, 2021. 

 

  Elite Education Group International Limited
     
  By: /s/ Zhang Jianbo
  Name:  Zhang Jianbo
  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 in the capacities and on the dates indicated:

 

Signature   Title   Date
         
Zhang Jianbo   Chairman, Chief Executive Officer   March 3, 2021
Zhang Jianbo   (Principal Executive Officer)    
         
Zhenyu Wu   Chief Financial Officer and Director   March 3, 2021
Zhenyu Wu   (Principal Financial and Accounting Officer)    
         
/s/ Craig Wilson*        
Craig Wilson   Independent Director   March 3, 2021
         
/s/ G. Michael Pratt*        
G. Michael Pratt   Independent Director   March 3, 2021
         
/s/ M. Kelly Cowan        
M. Kelly Cowan   Independent Director   March 3, 2021

 

By:*  Zhang Jianbo  
Zhang Jianbo, Attorney in fact  

 

II-4

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Company has signed this registration statement or amendment thereto in New York on March 3, 2021.  

 

  Authorized U.S. Representative
   
  Puglisi & Associates
  850 Library Avenue, Suite 204
  Newark, DE 19711
  Tel: (302) 738-6680
   
  By:  /s/ Donald J. Puglisi
    Name:  Donald J. Puglisi
    Title:   Managing Director

 

 

II-5

 

Exhibit 8.2

 

 

Elite Education Group International Limited   D  +852 3656 6054
  E  nathan.powell@ogier.com
   
  Reference: NMP/FYC/178334.00001

 

3 March 2021

 

Dear Sirs

 

Elite Education Group International Limited (the Company)

 

We have acted as British Virgin Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act 1933, as amended (the Act) on December 15, 2020. The Registration Statement relates to the proposed offering (the Offering) of:

 

(i) 750,000 units (the Units) of securities of the Company, with each Unit consisting of (a) one share with a par value US$0.016 per share of the Company (the Ordinary Shares), (b) one Series A warrant to purchase one Ordinary Share (the Series A Warrants), and (c) one Series B warrant to purchase one Ordinary Share (the Series B Warrants, and collectively, with the Series A Warrants, the Warrants);

 

(ii) up to 112,500 additional Ordinary Shares (the Over-allotment Shares) and/or Series A Warrants to purchase up to an aggregate of 112,500 Ordinary Shares and Series B Warrants to purchase up to an aggregate of 112,500 Ordinary Shares (the Over-allotment Warrants), in any combinations thereof, for 45 days after the date thereof to the underwriter to cover over-allotments (the Over-allotment Option); and

 

(iii) underwriters’ warrants to purchase up to 10% of the Ordinary Shares sold in the Offering, exercisable for a period of five years from commencement of the sale of the Offering (the Underwriters’ Warrants).

 

The Ordinary Shares issued under the Registration Statement (including the Over-allotment Shares), and the Ordinary Shares issuable under the Warrants, the Over-allotment Warrants and Underwriters’ Warrants are referred to herein collectively as the Offering Shares.

 

The Offering Shares, the Warrants, the Over-allotment Warrants and the Underwriters’ Warrants are referred to herein collectively as the Securities. The Securities are being sold to the several underwriters named in, and pursuant to, an underwriting agreement to be entered by and among the Company and such underwriters (the Underwriting Agreement).

 

Ogier

British Virgin Islands, Cayman Islands,
Guernsey, Jersey and Luxembourg practitioners

 

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

James Bergstrom

Marcus Leese

 

 

 

Page 2 of 3

 

1 Documents examined

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement and reviewed all documents necessary for the purpose of rendering the below opinion.

 

2 Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a) all original documents examined by us are authentic and complete;

 

(b) all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c) all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(d) no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any Security and none of the Securities have been offered or issued to residents of the British Virgin Islands; and

 

(e) there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein.

 

3 Opinion

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, the statements contained in the section headed “British Virgin Islands Taxation”, in so far as they purport to summarise the laws or regulations of the British Virgin Islands, constitute our legal opinion of the matters referred to therein.

 

4 Limitations and Qualifications

 

4.1 We offer no opinion as to any laws other than the laws of the British Virgin Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Registration Statement as to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the British Virgin Islands.

 

5 Governing law of this opinion

 

5.1 This opinion is:

 

(a) governed by, and shall be construed in accordance with, the laws of the British Virgin Islands;

 

 

Page 3 of 3

 

(b) limited to the matters expressly stated in it; and

 

(c) confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date of this opinion.

 

5.2 Unless otherwise indicated, a reference to any specific British Virgin Islands legislation is a reference to that legislation as amended to the date of this opinion.

 

6 Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the Rules and Regulations of the Securities and Exchange Commission.

 

This opinion is given under Item 601 of Regulation S-K as our opinion regarding tax matters. All such statements are based upon laws and relevant interpretations thereof in effect as of the date of the Registration Statement, all of which are subject to change.

 

Yours faithfully

 

 

Ogier