NISN NiSun International Enterprise Development Group Company Ltd

As filed with the Securities and Exchange Commission on August 30, 2024

Registration No. 333-                 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Nisun International Enterprise Development Group Co., Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

Floor 20-21, No. 55 Loushanguan Road
Changning District, Shanghai
People’s Republic of China		200336
(Address of Principal Executive Offices)		(Zip Code)

 

2022 Equity Incentive Plan

(Full Title of the Plan)

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1 (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of Agent for Service)

 

Copies To:

 

Changjuan Liang, Chief Financial Officer Floor 20-21, No. 55 Loushanguan Road Changning District, Shanghai People’s Republic of China Tel: +86-577-8689-5678

Jie Chengying Xiu, Esq. Becker & Poliakoff, P.A. 45 Broadway, 17th Floor New York, NY 10006 Tel: (212) 599-3322

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Securities Exchange Act of 1934 (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. ☐

 

 

 

PART I

 

INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

 

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Part I of Form S-8 will be sent or given to the participants in the 2022 Equity Incentive Plan as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 1.

Plan Information.

 

Not required to be filed with this Registration Statement.

 

Item 2.

Registrant Information and Employee Plan Annual Information.

 

Not required to be filed with this Registration Statement.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)

our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on July 12, 2024

 

(2)

our Reports on Form 6-K, as amended, filed with the Commission on July 12, 2024 and July 22, 2024;

 

(3)

the description of the Class A common shares, $0.01 par value per share, contained in our registration statement on Form 8-A12B (File No. 001-37829), filed July 12, 2016, and Form 8-A12B/A, filed July 31, 2018, including any amendment and report subsequently filed for the purpose of updating that description; and

 

(4)

all documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement (that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold).

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

Under British Virgin Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. British Virgin 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 British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

 

Under our memorandum and articles of association, we may indemnify our directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the company and, in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability of directors under United States federal securities laws.

 

 

We may indemnify any of our directors or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. We may only indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of criminal proceedings, the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether the director acted honestly and in good faith with a view to our best interests and as to whether the director had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not, by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the proceedings.

 

We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity, whether or not we have or would have had the power to indemnify the directors or officers against the liability as provided in our amended and restated memorandum and articles of association.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant 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 therefore unenforceable.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

Item 9.

Undertakings.

 

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:

 

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

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

 

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)

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

 

B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

 

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 the requirements for filing on Form S-8 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 this 30^th day of August, 2024.

 

NISUN INTERNATIONAL ENTERPRISE DEVELOPMENT GROUP CO., LTD
By:	/s/ Xin Liu
Name:	Xin Liu
Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Xin Liu and Changjuan Liang or either of them, his true and lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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/ Xin Liu		Chief Executive Officer and Director		August 30, 2024
Xin Liu		(Principal Executive Officer)
/s/ Changjuan Liang		Chief Financial Officer		August 30, 2024
Changjuan Liang		(Principal Financial and Accounting Officer)
/s/ Jinbao Li		Chairman of the Board of Directors		August 30, 2024
Jinbao Li
/s/ Xiaoyun Huang		Director		August 30, 2024
Xiaoyun Huang
/s/ Christian DeAngelis		Director		August 30, 2024
Christian DeAngelis
/s/ Sheng Tang		Director		August 30, 2024
Sheng Tang
/s/ Haiying Xiang		Director		August 30, 2024
Haiying Xiang
/s/ Jing Li		Director		August 30, 2024
Jing Li

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed this Registration Statement on the 30^th day of August 2024.

 

	COGENCY GLOBAL INC.
	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Sr. Vice President on behalf of Cogency Global Inc.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on August 8, 2023 (File No. 001-37829)).
4.2		Specimen of Class A common share certificate (incorporated by reference to Exhibit 2.1 to the Company’s Form 6-K filed with the SEC on November 16, 2020).
5.1*		Opinion of Campbells, British Virgin Islands legal counsel to the Company, as to the validity of the Class A common shares
10.1		2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on August 8, 2023 (File No. 001-37829)).
23.1*		Consent of Campbells (included in its opinion filed as Exhibit 5.1)
23.2*		Consent of Enrome LLP
23.3*		Consent of Wei, Wei & Co., LLP
24.1*		Power of Attorney (included on the signature page to this Registration Statement)
107*		Filing Fee Table

 

*	Filed herewith

 

 

II-6

Exhibit 5.1

 

 

	_____________   Floor 4, Banco Popular Building PO Box 4467 Road Town, Tortola VG-1110 British Virgin Islands
	D +1 284 852 6157
Nisun International Enterprise Development Group Co., Ltd. C9, 99 DANBA RD Putuo District P.R. China 300336	T +1 284 494 2423 E gwilliamson@campbellslegal.com   campbellslegal.com   Our Ref: 18383 - 34497 Your Ref: _____________
30 August 2024
	CAYMAN | BVI | HONG KONG

 

Dear Sirs

 

NISUN INTERNATIONAL ENTERPRISE DEVELOPMENT GROUP CO., LTD

 

We have acted as British Virgin Islands legal counsel for Nisun International Enterprise Development Group Co., Ltd, a British Virgin Islands business company (the “Company”), in connection with the filing of a Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 988,000 Class A common shares, par value US$0.01 per share each in the capital of the Company (the “Shares”) for issuance pursuant to the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”)

 

In connection with rendering our opinion as set forth below, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of (i) the amended and restated memorandum and articles of association of the Company adopted by the Directors’ resolution dated May 2, 2023 and filed on May 17, 2023 (the “A&R Memorandum and Articles”), (ii) a certified certificate of incumbency issued by Vistra (BVI) Limited, the Company’s registered agent, dated 23 August 2024, and (iii) the written resolutions of the board of directors of the Company dated 22 August 2024 (the “Resolutions”) (collectively, together with the Registration Statement and the Plan, the “Documents”).

 

The following opinion is given only as to matters of British Virgin Islands law and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any jurisdiction other than the British Virgin Islands. We have assumed that there is nothing under any law (other than the laws of the British Virgin Islands) which would affect or vary the following opinion. Specifically, we have made no independent investigation of the laws of the United States of America and we offer no opinion in relation thereto. We offer no opinion in relation to any representation or warranty given by any party to the Documents save as specifically hereinafter set forth. This opinion is strictly limited to the matters stated in it, does not apply by implication to other matters, and only relates to (1) those circumstances or facts specifically stated herein and (2) the laws of the British Virgin Islands, as they respectively exist at the date hereof.

 

 

In giving this opinion we have assumed, without independent verification:

 

(a)

the genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals, the conformity of all copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final form of the originals and that any markings showing revisions or amendments to documents are correct and complete;

 

(b)

that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject matter which they propose to record and that all factual statements therein contained are true and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copy minutes or resolutions were duly passed and are in full force and effect and that all factual statements made in such resolutions, the Director’s Certificate and any other certificates and documents on which we have relied are true and correct (and continue to be true and correct);

 

(c)	that the A&R Memorandum and Articles remain in full force and effect and are unamended and the authorized shares of the Company as set out in the A&R Memorandum and Articles have not been amended;

 

(d)	that the statutory registers of directors and officers, members, mortgages and charges and the minute book of the Company are true, complete, accurate and up to date;

 

(e)	the accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Documents; and

 

(f)	that there is no contractual or other prohibition (other than as may arise by virtue of the laws of the British Virgin Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations.

 

Based upon, and subject to, the above assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

1	The Company has been duly incorporated has been duly incorporated as a BVI business company, limited by shares under the BVI Business Companies Act 2004 (as amended) and is validly existing and in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands.

 

2	The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised.

 

3	When issued, sold and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members of the Company, the Shares will be validly issued, fully paid and non-assessable.

 

 

The foregoing opinion is subject to the following reservations and qualifications:

 

1	We neither express nor imply any opinion as to any representation or warranty given by the Company in the Documents as to its capability (financial or otherwise) to undertake the obligations assumed by it under the Documents.

 

2

In this opinion, the phrase “non-assessable” means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud).

 

3	To maintain the Company in good standing under the laws of the British Virgin Islands annual fees must be paid and annual returns made to the Registrar of Corporate Affairs.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer on Form S-8 that is incorporated by reference in the Registration Statement). In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

Yours faithfully

 

 

Campbells

 

 

3

Exhibit 23.2

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our audit report dated July 12, 2024 relating to the consolidated financial statements of NISUN INTERNATIONAL ENTERPRISE DEVELOPMENT GROUP CO., LTD and its subsidiaries, for the years ended December 31, 2023, appearing in the Annual Report on Form 20-F of NISUN INTERNATIONAL ENTERPRISE DEVELOPMENT GROUP CO., LTD for the year ended December 31, 2023.

 

 

 

Singapore, Singapore

August 30, 2024

 

 

 

 

Enrome LLP		143 Cecil Street #19-03/04		admin@enrome-group.com
		GB Building Singapore 069542		www.enrome-group.com

 

Exhibit 23.3

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Nisun International Enterprise Development Group Co., Ltd. of our report dated August 8, 2023, with respect to our audits of the consolidated financial statements of Nisun International Enterprise Development Group Co., Ltd. and Subsidiaries for the years ended December 31, 2022, 2021, and 2020, and the effectiveness of internal control over financial reporting for the year ended December 31, 2021, included in this Registration Statement on Form S-8.   /s/ Wei, Wei & Co., LLP   Flushing, New York August 30, 2024

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-8

(Form Type)

 

Nisun International Enterprise Development Group Co., Ltd

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A common shares, par value US$0.01 per share		Rule 457(c) and Rule 457(h)			988,000	(2)		$	9.87	(2)		$	9,751,560				0.00014760			$	1,439.33
Total Offering Amounts														$	9,751,560							$	1,439.33
Total Fee Offsets																							—
Net Fee Due																						$	1,439.33

 

(1)

Represents Class A common shares issuable upon exercise of awards granted or which may be granted under the 2022 Stock Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan.

 

(2)

Represents the total of 988,000 Class A common shares reserved for issuance pursuant to future award grants under the Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on $9.87 per share, the average of the high and low prices for the Registrant’s Class A common shares as reported on the Nasdaq Capital Market on August 27, 2024.

 

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