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As filed with the Securities and Exchange Commission on March
24, 2021
Registration No. 333-254366
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CODE CHAIN NEW CONTINENT LIMITED
(Exact name of registrant as specified
in its charter)
Nevada | 47-3709051 | |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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(Name, address including zip code, and telephone number, including area code, of agent for service) |
With copies to:
William S. Rosenstadt, Esq.
Jason (“Mengyi”) Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, New York, U.S.A., 10017
Telephone: (212) 588-0022
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market
and other conditions.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than
securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, 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 (1) | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee (3) | ||||||
Primary Offering | ||||||||
Common Stock, par value $0.0001 per share, | ||||||||
Preferred Stock, par value $0.0001 per share | ||||||||
Debt Securities | ||||||||
Convertible Debt Securities | ||||||||
Warrants | ||||||||
Rights | ||||||||
Units | ||||||||
Total | $ | 500,000,000 | (2)(3) | $ | 54,550 | (4) | ||
(1) | There are being registered under this registration statement such indeterminate number of shares of common stock, number of shares of preferred stock, number of debt securities, number of convertible debt securities number of warrants to purchase shares of common stock and/or preferred stock, number of rights to purchase our securities and a combination of such securities, separately or as units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $500,000,000. The securities registered hereunder also include such indeterminate number of shares of common stock as may be issued upon conversion, exercise or exchange of warrants that provide for such conversion into, exercise for or exchange into shares of common stock. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
(2) | The proposed maximum offering price per unit of securities and the proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $500,000,000. |
(3) | Estimated solely for the purpose of calculating the registration fee for a primary offering pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 457(o) under the Securities Act and General Instruction II.D. of Form S-3, the table does not specify by each class information as to the amount to be registered or proposed maximum offering price per unit. The total amount is being paid herewith. |
(4) | 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant
to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No.
1 to Form S-3 (this “Amendment”) is being filed to amend the Registration Statement on Form S-3 (File No. 333-254366)
originally filed by Code Chain New Continent Limited on March 16, 2021 (the “Registration Statement”). The sole purpose
of this Amendment is to include Exhibit 4.10, the Form of Indenture, on the Exhibit Index hereto. Accordingly, this Amendment
consists only of the cover page of the Registration Statement, this Explanatory Note, the Exhibit Index to the Registration
Statement, the signature pages and Exhibit 4.10 filed herewith. This Amendment does not modify any provision of the prospectus
contained in Part I or the balance of Part II of the Registration Statement.
Item 16. Exhibits.
The following documents are filed as exhibits
to this registration statement, including those exhibits incorporated herein by reference to a prior filing under the Securities
Act or the Exchange Act, as indicated in parentheses:
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* | Filed herewith. |
** | To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
*** | If applicable, to be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Code Chain New Continent Limited certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, State of New York, on March 24, 2021.
CODE CHAIN NEW CONTINENT LIMITED | ||
By: | /s/ Weidong (David) Feng | |
Name: | Weidong (David) Feng | |
Title: | Co-Chief 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 | ||
/s/ Yimin Jin | Co-Chairman of the Board of Directors and | March 24, 2021 | ||
Yimin Jin | Co-Chief Executive Officer (Principal Executive Officer) | |||
/s/ Wei Xu | Co-Chairman of the Board of Directors and | March 24, 2021 | ||
Wei Xu | President (Principal Executive Officer) | |||
/s/ Weidong (David) Feng | Co-Chief Executive Officer | March 24, 2021 | ||
Weidong (David) Feng | (Principal Executive Officer) | |||
/s/ Yi Li | Chief Financial Officer | March 24, 2021 | ||
Yi Li | (Principal Financial and Accounting Officer) | |||
* | Vice President | March 24, 2021 | ||
Bibo Lin | ||||
* | Director | March 24, 2021 | ||
Qihai Wang | ||||
* | Director | March 24, 2021 | ||
Mingyue Cai | ||||
* | Director | March 24, 2021 | ||
Yajing Li | ||||
* | Director | March 24, 2021 | ||
Fei Gan | ||||
* | Director | March 24, 2021 | ||
Jin Wang |
* By | /s/ Yimin Jin | |
Yimin Jin, Attorney-in-Fact |
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The above information was disclosed in a filing to the SEC. To see the filing, click here.
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