As filed with the U.S. Securities and Exchange
Commission on June 22, 2023
Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Color Star Technology Co., Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
N/A |
|
Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Translation of Registrant’s Name into English) |
|
(I.R.S. Employer
Identification No.) |
7 World Trade Center, Suite 4621
New York, NY 10022
Tel: +1-929-317-2699
(Address of principal executive offices, including
zip code)
Mr. Louis Luo
7 World Trade Center, Suite 4621
New York, NY 10022
(Name, address including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fisher & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Tel: (212) 530-2208
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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, 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.C. or a post-effective amendment thereto that shall become effective upon filing with the SEC 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.C. 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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. ☐
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 Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer
to buy securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED JUNE 22, 2023 |
4,200,000 Class A Ordinary Shares,
offered by the Selling Shareholders
of
Color Star Technology Co., Ltd.
This prospectus relates to
the offer and sale of up to an aggregate of 4,200,000 Class A ordinary shares (the “Shares”), par value $0.04 each (“Ordinary
Shares”) currently held by such Selling Shareholders as follows: (a) 2,400,000 Ordinary Shares issued pursuant to certain copyright
acquisition agreement entered on March 27, 2023; and (b) 1,800,000 Ordinary Shares issued pursuant to certain advisory agreements entered
on March 27, 2023. The holders of the Shares are each referred to herein as a “Selling Shareholder” and collectively as the
“Selling Shareholders.”
The Selling Shareholders may
sell any or all of the shares on any stock exchange, market or trading facility on which the Shares are traded or in privately negotiated
transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information
on the Selling Shareholders and the times and manners in which they may offer and sell our shares is described under the sections entitled
“Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses and
fees in connection with the registration of the Shares, we will not receive any of the proceeds from the sale of our shares by the Selling
Shareholders.
Our Ordinary Shares are currently
traded on the Nasdaq Stock Market under the symbol “ADD”. On June 21, 2023, the closing price for our Ordinary Shares on Nasdaq
was $1.27 per share.
As of June 22, 2023, the aggregate
market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common
equity was last sold on April 24, 2023 at $1.77, was approximately $23.3 million, based on 14,391,012 outstanding ordinary shares as of
such date, of which 13,175,262 were held by non-affiliates. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we
sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so
long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus,
we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3.
In the prospectus, “Color
Star Technology Co., Ltd.”, “Color Star”, “we”, “us”, and “our” refer and relate
to Color Star Technology Co., Ltd. and its consolidated subsidiaries.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 3 of this prospectus.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated June 22, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission. Under this registration process, the selling shareholders
may from time to time sell up to 4,200,000 Ordinary Shares in one or more offerings. This prospectus provides you with a general description
of the securities that our selling shareholders may offer. Specific information about the offering may also be included in a prospectus
supplement, which may update or change information included in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading “Where You Can Find More Information.”
You should rely only on the
information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or
on our behalf. Neither we, nor the selling shareholders, have authorized any other person to provide you with different or additional
information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of,
any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus
or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed
since those dates.
Except as otherwise set forth
in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of these securities outside
the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United
States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering
of these securities and the distribution of this prospectus outside the United States.
Certain Defined Terms and Conventions
Unless otherwise indicated,
references in this prospectus to:
| ● | “shares” are to
our Class A Ordinary Shares, par value US$0.04 per share. |
| | | |
| ● | “US$” and “U.S.
dollars” are to the legal currency of the United States. |
PROSPECTUS SUMMARY
Our Business
We are an entertainment and
education company which provides online entertainment performances and online music education services and education service carried out
via our wholly-owned subsidiary CACM Group NY, Inc. (“CACM”).
On December 20, 2022, the
Company entered into certain securities purchase agreement with a certain accredited investor, pursuant to which the Company agreed to
sell 1,200,000 shares at a per share purchase price of $1.25 (the “Offering”). The issuance and sale of the shares is exempted
from the registration requirements of the Securities Act pursuant to Regulation D promulgated thereunder and is issued as restricted securities.
On January 22, 2023, the Offering closed and the Company received gross proceeds of US$1.5 million.
On January 11, 2023, the Company,
Color Sky Entertainment Limited (“Color Sky”), a Hong Kong corporation and the Company’s wholly owned subsidiary, and
Tian Jie (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant
to the Disposition SPA, the Purchaser agreed to purchase Color Sky in exchange for no consideration. Upon the closing of the transaction
(the “Disposition”) contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of Color Sky and as
a result, assume all assets and liabilities of Color Sky. The Disposition closed on February 3, 2023 after the satisfaction of all closing
conditions.
On March 24, 2023, the Company
held its 2023 annual meeting of shareholders, pursuant to which the shareholders approved as a special resoliution the proposal to alter
the share capital of the Company from (i) US$32,000,000 divided into 800,000,000 Ordinary Shares with a par value of US$0.04 each; to
(ii) 700,000,000 Class A Ordinary Shares with a par value of $0.04 each and 100,000,000 Class B Ordinary Shares with a par value of US$0.04
each, in each case having the rights and subject to the restrictions set out in the Fifth Amended and Restated Memorandum of Association
and Articles of Association of the Company.
On March 27, 2023, the Company
entered into certain copyright acquisition agreement with Color Star DMCC, a United Arab Emirates corporation, a wholly owned subsidiary
of the Company, and Nine Star Parties and Entertainment LLC (“Nine Star”), an Ohio limited liability company, pursuant to
which the Company acquired all of Nine Star’s right, title, and interest in and to certain works, including all copyright and related
rights in the works, in exchange for US$3,600,000 to be paid in restricted shares of the Company.
Business Overview
We are an entertainment and
education company providing online entertainment performances and online innovative music education. We strive to offer students professional
artist training platform featured by exclusive content and live interaction, with the mission of delivering world-class entertainment
learning experiences and promoting entertainment exchange with our strong resources and deep connections in the industry. We launched
our online cultural entertainment platform, Color World, globally on September 10, 2020. The curriculum development created by us includes
music, sports, animation, painting and calligraphy, film and television, life skills, etc., covering plenty of aspects of entertainment,
sports and culture. At present, we have signed contracts with well-known international artists and more than 50 celebrity teachers have
been retained to launch online lectures. We believe that we, along with our alliance, have strong industry resources and influence to
become a comprehensive online academy for global “future stars.”
The Color World platform not
only has celebrity lectures, but also celebrity concert videos, celebrity peripheral products, such as celebrity branded merchandise,
and artist interactive communication. We strive to build an all-star cultural and entertainment industry chain.
We are committed to the development
of entertainment technology and intelligent technology. We strive to create a parallel world of entertainment, allowing more people to
realize their dreams in the virtual entertainment world. We aim to unite artists from all over the world to create digital arts, or non-fungible
token (NFT), products and offer fans their idols’ products exclusively available at the Color World platform. This will also allow
copyrights owners and artists from across the globe to receive financial benefits from their NFT products.
The following diagram illustrates our current
corporate structure:
Corporate Information
Our principal executive office
is located on 7 World Trade Center, Suite 4621, New York, NY 10007. Our telephone number is (929) 317-2699. We maintain a website at https://colorstarintemational.com/
that contains information about our Company, though no information contained on our website is part of this prospectus. We do not incorporate
by reference into this prospectus the information on, or accessible through, our website, and you should not consider it as part of this
prospectus. Our annual reports on Form 20-F and reports on Form 6-K filed with the SEC are available, as soon as practicable after filing,
at the investors’ page on our corporate website, or by a direct link to its filings on the SEC’s free website.
RISK FACTORS
Any investment in the shares
is speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our reports on Form 6-K, together
with all of the other information appearing in, or incorporated by reference into, this prospectus and any applicable prospectus supplement.
The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely
affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part
of your investment.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in
this prospectus, any prospectus supplement, and the documents we incorporate by reference contains forward-looking statements within the
meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any prospectus supplement,
or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,”
“believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,”
“should,” “estimate,” “predict,” “potential,” “continue,” and similar words,
although some forward-looking statements are expressed differently. This prospectus, any prospectus supplement, and the documents we incorporate
by reference may also contain forward-looking statements attributed to third parties relating to their estimates regarding the growth
of our markets. All forward-looking statements address matters that involve risks and uncertainties, and there are many important risks,
uncertainties and other factors that could cause our actual results, as well as those of the markets we serve, levels of activity, performance,
achievements and prospects to differ materially from the forward-looking statements contained in this prospectus, any prospectus supplement,
and the documents we incorporate by reference. You should also consider carefully the statements under “Risk Factors” and
other sections of this prospectus, any prospectus supplement, and the documents we incorporate by reference, which address additional
facts that could cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not to
place significant reliance on the forward-looking statements contained in this prospectus, any prospectus supplement, and the documents
we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result
of new information, future developments or otherwise.
THE OFFERING
| Ordinary Shares offered by the Selling Shareholders |
4,200,000 |
| |
|
| Ordinary Shares to Be Outstanding After This Offering |
14,391,012 |
| |
|
| Use of Proceeds |
We will not receive any proceeds from the sale of the Shares offered in this prospectus by the Selling Shareholders. |
| |
|
| Risk Factors |
An investment in the Shares offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section on page 3 and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. |
| |
|
| Nasdaq Market Symbol |
ADD |
USE OF PROCEEDS
We will not receive any of
the proceeds from the sale of any securities offered pursuant to this prospectus by any Selling Shareholders. The Selling Shareholderss
will receive all of the proceeds from the sale of Ordinary Shares under the secondary offering of this prospectus. The Selling Shareholders
will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses
that they incur in disposing of the Class A Ordinary Shares. We will bear all other costs, fees and expenses incurred in effecting the
registration of the Class A Ordinary Shares covered by this prospectus and any prospectus supplement. These may include, without limitation,
all registration and filing fees, SEC filing fees and expenses of compliance with state securities or “blue sky” laws.
DIVIDEND POLICY
We do not currently have any
plans to pay any cash dividends in the foreseeable future on our shares being sold in this offering. We currently intend to retain most,
if not all, of our available funds and any future earnings to operate and expand our business. Our Board of Directors has discretion on
whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our
future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors
that our board of directors may deem relevant.
SELLING SHAREHOLDERS
This prospectus covers the
public resale of the Shares owned by the selling shareholders named below. Such selling shareholders may from time to time offer and sell
pursuant to this prospectus any or all of the Shares owned by them. The selling shareholders, however, make no representations that the
Shares will be offered for sale. The tables below present information regarding the selling shareholders and the Shares that each such
selling shareholder may offer and sell from time to time under this prospectus.
Unless otherwise indicated,
all information with respect to ownership of our Shares of the selling shareholders has been furnished by or on behalf of the selling
shareholders and is as of June 22, 2023. We believe, based on information supplied by the selling shareholders, that except as may otherwise
be indicated in the footnotes to the tables below, the selling shareholders have sole voting and dispositive power with respect to the
Shares reported as beneficially owned by them. Because the selling shareholders identified in the tables may sell some or all of the Shares
owned by them which are included in this prospectus, and because, except as set forth herein, there are currently no agreements, arrangements
or understandings with respect to the sale of any of the Shares, no estimate can be given as to the number of Shares available for resale
hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders may have
sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the Shares
they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information
set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders will
sell all of the Shares owned beneficially by them that are covered by this prospectus, but will not sell any other Ordinary Shares that
they presently own. However, we are not aware of any agreements, arrangements or understandings with respect to the sale of any of the
Shares by any of the selling shareholders. Beneficial ownership for the purposes of this table is determined in accordance with the rules and
regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares
the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers
within 60 days.
The selling shareholders and
intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act
with respect to the Shares offered by this prospectus, and any profits realized or commissions received may be deemed underwriting compensation.
Additional selling shareholders not named in this prospectus will not be able to use this prospectus for resales until they are named
in the tables above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified selling shareholders
will not be able to use this prospectus for resales until they are named in the tables above by prospectus supplement or post-effective
amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where the transferee, successor
or donee has acquired its Shares from holders named in this prospectus after the effective date of this prospectus.
The following table sets forth:
| |
● |
the name of each selling shareholder holding Shares; |
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|
|
| |
● |
the number of Shares beneficially owned by each selling shareholder prior to the sale of the Shares covered by this prospectus; |
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|
|
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the number of Shares that may be offered by each selling shareholder pursuant to this prospectus; |
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|
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the number of Shares to be beneficially owned by each selling shareholder following the sale of the Shares covered by this prospectus; and |
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|
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● |
the percentage of our issued and outstanding Shares to be owned by each selling shareholder before and after the sale of the Shares covered by this prospectus. |
| Name of Selling Shareholder | |
Number of
Shares
Beneficially
Owned
Prior to this
Offering | | |
Maximum Number of
Shares
to be Sold
Pursuant to
this
Prospectus | | |
Number of
Shares
Beneficially
Owned
After Sale
of Shares | | |
% of
Outstanding
Shares
Beneficially
Owned
After Sale
of Shares | |
| Manman Yan (1) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Sha Deng (2) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Ting Yang (3) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Jialun Zheng (4) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Can Wang (5) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Lyuzhang Jiang (6) | |
| 400,000 | | |
| 400,000 | | |
| 0 | | |
| * | |
| Tianlong Zhu (7) | |
| 450,000 | | |
| 450,000 | | |
| 0 | | |
| * | |
| Xi Chen Peng (8) | |
| 450,000 | | |
| 450,000 | | |
| 0 | | |
| * | |
| Shuwen Wang (9) | |
| 450,000 | | |
| 450,000 | | |
| 0 | | |
| * | |
| Monider Jazae Rajab (10) | |
| 450,000 | | |
| 450,000 | | |
| 0 | | |
| * | |
| (1) |
Manman Yan received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (2) |
Sha Deng received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (3) |
Ting Yang received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (4) |
Jialun Zheng received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (5) |
Can Wang received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (6) |
Lyuzhang Jiang received 400,000 Ordinary Shares pursuant to certain copyright acquisition agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Nine Star Parties and Entertainment LLC. |
| (7) |
Tianlong Zhu received 450,000 Ordinary Shares pursuant to certain advisory agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Tianlong Zhu. |
| (8) |
Xi Chen Peng received 450,000 Ordinary Shares pursuant to certain advisory agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Xi Chen Peng. |
| (9) |
Shuwen Wang received 450,000 Ordinary Shares pursuant to certain advisory agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Shuwen Wang. |
| (10) |
Monider Jazae Rajab received 450,000 Ordinary Shares pursuant to certain advisory agreement dated as of March 27, 2023, by and among the Company, Color Star DMCC and Monider Jazae Rajab. |
PLAN OF DISTRIBUTION
The selling shareholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Shares or interests in Shares received
after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from
time to time, sell, transfer or otherwise dispose of any or all of the Shares on any stock exchange, market or trading facility on which
the Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more
of the following methods when disposing of Shares:
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● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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|
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● |
block
trades in which the broker-dealer will attempt to sell the Shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; |
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|
|
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● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
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|
|
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● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
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● |
privately
negotiated transactions; |
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|
|
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● |
short
sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
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● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
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● |
broker-dealers
may agree with the selling shareholders to sell a specified number of such Shares at a stipulated price per share; |
| |
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|
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● |
a
combination of any such methods of sale; and |
| |
|
|
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● |
any
other method permitted by applicable law. |
The selling shareholders may,
from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the
list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale
of their Shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of such Shares in the course of hedging the positions they assume. The selling shareholders
may also sell Shares short and deliver these securities to close out their short positions, or loan or pledge the Shares to broker-dealers
that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of the Shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to
the selling shareholders from the sale of the Shares offered by them will be the purchase price of such Shares less discounts or commissions,
if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds
from the resale of the Shares.
The selling shareholders also
may resell all or a portion of their Ordinary Shares in open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of that rule.
The selling shareholders and
any underwriters, broker-dealers or agents that participate in the sale of the Shares therein may be “underwriters” within
the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of
the Ordinary Shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required, the
Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any
agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the
securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied with.
We have advised the selling
shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Shares in the market and
to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of this
prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates
in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the Ordinary Shares offered by this prospectus.
EXPENSES
We estimate the fees and expenses
to be incurred by us in connection with the resale of the ordinary shares in this offering, other than underwriting discounts and commissions,
to be as follows:
| SEC registration fee |
|
$ |
601.692 |
|
| Legal fees and expenses |
|
$ |
* |
|
| Accounting fees and expenses |
|
$ |
* |
|
| Miscellaneous expenses |
|
$ |
* |
|
| Total |
|
$ |
* |
|
| * | All amounts are estimated except the SEC registration fee. |
LEGAL MATTERS
We are being represented by
Hunter Taubman Fisher & Li LLC, New York, NY with respect to legal matters arising under the United States federal securities
laws. The validity of the shares offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers
Dill & Pearman LLP.
EXPERTS
The financial statements incorporated
by reference in this prospectus as of and for the years ended June 30, 2022 and 2021 have been audited by Audit Alliance LLP, our independent
registered public accounting firm, and are included in reliance upon such reports given upon the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules,
this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms
a part. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these
documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus
forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this
prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
We are subject to the information
reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance with these requirements,
we file annual and current reports and other information with the SEC. You may inspect, read (without charge) and copy the reports and
other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an internet website at www.sec.gov that contains our filed reports and other information that we file electronically
with the SEC.
We maintain a corporate website
at https://colorstarinternational.com/. Information contained on, or that can be accessed through, our website does not constitute a part
of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them. This means that we can disclose important information to you by referring you to
those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference
of such documents should not create any implication that there has been no change in our affairs since the date thereof or that the information
contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part
of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated
by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically
updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and
information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed
later.
We hereby incorporate by reference
into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
| |
(1) |
the Company’s Annual Report on
Form 20-F for the fiscal year ended June 30, 2022, filed with the SEC on November 14, 2022; |
| |
|
|
| |
(2) |
the Company’s Current Reports on Form 6-K, filed with the SEC on December 5, 2022, December 8, 2022, December 28, 2022, January 6, 2023, February 6, 2023, February 16, 2023, April 3, 2023, May 31, 2023 and June 6, 2023; |
| |
|
|
| |
(3) |
our Registration Statement on Form F-4, as amended, filed with the Commission on September 20, 2018; |
| |
|
|
| |
(4) |
the description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-34515) filed with the Commission on October 30, 2009, including any amendment and report subsequently filed for the purpose of updating that description; and |
All documents that we file
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current Report on Form 6-K, so long
as they state that they are incorporated by reference into this prospectus, and other
than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration
statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date
of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from
the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically
update and may replace information previously filed with the SEC. To the extent that any information contained in any Current Report on
Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not
incorporated by reference.
Upon request, we will provide,
without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated by reference (other than
exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written or oral requests
for copies to us at 7 World Trade Center, Suite 4621, New York, NY 10007, Attention: Basil Wilson, +1 (929) 317-2699
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because of certain
benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system,
a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support
services. However, the Cayman Islands have a less developed body of securities laws that provide significantly less protection to investors
as compared to the securities laws of the United States. In addition, Cayman Islands companies may not have standing to sue before the
federal courts of the United States.
All of our assets are located
outside of the United States. In addition, some of our directors and officers are residents of jurisdictions other than the United States
and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors
to effect service of process within the United States upon us or our directors and officers, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United
States or any state in the United States.
According to our local Cayman
Islands’ counsel, there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the United
States under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive
in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman
Islands’ company. The courts of the Cayman Islands in the past determined that disgorgement proceedings brought at the instance
of the Securities and Exchange Commission are penal or punitive in nature and such judgments would not be enforceable in the Cayman Islands.
Other civil liability provisions of the securities laws may be characterized as remedial, and therefore enforceable but the Cayman Islands’
Courts have not yet ruled in this regard. Our Cayman Islands’ counsel has further advised us that a final and conclusive judgment
in the federal or state courts of the United States under which a sum of money is payable other than a sum payable in respect of taxes,
fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands.
As of the date hereof, no
treaty or other form of reciprocity exists between the Cayman Islands and the United States governing the recognition and enforcement
of judgments.
Cayman Islands’ counsel
further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment
obtained in such jurisdictions will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination
of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands,
provided such judgment (1) is given by a foreign court of competent jurisdiction, (2) imposes on the judgment debtor a liability to pay
a liquidated sum for which the judgment has been given, (3) is final, (4) is not in respect of taxes, a fine or a penalty, and (5) was
not obtained in a manner and is of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Prospectus
4,200,000 Class A Ordinary Shares,
offered by the Selling Shareholders
of
Color Star Technology Co., Ltd.
PROSPECTUS
June 22, 2023
You should rely only on the information contained
in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus.
This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time
of the delivery of this prospectus or the sale of these securities.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. |
Indemnification of Directors and Officers |
Cayman Islands law does not
limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our M&A requires us to indemnify our officers and directors for actions,
proceedings, claims, losses, damages, costs, liabilities and expenses (“Indemnified Losses”) incurred in their capacities
as such unless such Indemnified Losses arise from dishonesty of such directors or officers. This standard of conduct is generally the
same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
| |
(a) |
The undersigned registrant hereby undertakes: |
| (1) | 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 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; |
Provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information otherwise required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | 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. |
| (3) | 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. |
| (4) | To file a post-effective amendment
to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering; provided, however, that a post-effective amendment need not be filed to include financial
statements and information otherwise required by Section 10(a)(3) of the Act or §210.3-19 if such financial statements
and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. |
| (5) | That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying
on Rule 430B: |
| (A) | Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date; or |
| (ii) | If the registrant is subject
to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
| (6) | 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; (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. |
| (b) | The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement 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. |
| (c) | 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 of 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. |
| (d) | The undersigned registrant
hereby further undertakes that: |
| (1) | 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 of 1933 shall be deemed to be part of this registration statement as of the time it was
declared effective. |
| (2) | For the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Dubai, United Arab Emirates on June 22, 2023.
| |
Color Star Technology Co., Ltd. |
| |
|
|
| |
By: |
/s/ Louis Luo |
| |
|
Louis Luo |
| |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Position |
|
Date |
| |
|
|
|
|
| /s/ Louis Luo |
|
Chief Executive Officer and Director |
|
June 22, 2023 |
| Louis Luo |
|
|
|
|
| |
|
|
|
|
| /s/ Lili Jiang |
|
Chief Financial Officer |
|
June 22, 2023 |
| Lili Jiang |
|
|
|
|
| |
|
|
|
|
| /s/ Wei Zhang |
|
Chairwoman of the Board and Director |
|
June 22, 2023 |
| Wei Zhang |
|
|
|
|
| |
|
|
|
|
| /s/ Ahmad Khalfan Ahmad Saeed Almansoori |
|
Director |
|
June 22, 2023 |
| Ahmad Khalfan Ahmad Saeed Almansoori |
|
|
|
|
| |
|
|
|
|
| /s/ Hung-Jen Kuo |
|
Director |
|
June 22, 2023 |
| Hung-Jen Kuo |
|
|
|
|
| |
|
|
|
|
| /s/ Ahmad Essa Mohammed Saleh |
|
Director |
|
June 22, 2023 |
| Ahmad Essa Mohammed Saleh |
|
|
|
|
| |
|
|
|
|
| /s/ Honglei Jiang |
|
Director |
|
June 22, 2023 |
| Honglei Jiang |
|
|
|
|
| |
|
|
|
|
| /s/ Muhammed Irfan |
|
Director |
|
June 22, 2023 |
| Muhammed Irfan |
|
|
|
|
Color Star Technology (NASDAQ:CSCW)
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Color Star Technology (NASDAQ:CSCW)
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