Registration
No. 333-237846
As
filed with the Securities and Exchange Commission on November 6, 2020
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
Amendment
No. 1 to
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Including
registration of shares for resale by means of a reoffer prospectus)
CLPS
Incorporation
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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Not
applicable
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o
Unit 702, 7th Floor, Millennium City II
378 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
(Address
of principal executive office)
CLPS
Incorporation 2020 Equity Incentive Plan
(the
“2020 Plan”)
(Full
title of the plan)
Raymond
Ming Hui Lin, Chief Executive Officer
c/o
Unit 702, 7th Floor, Millennium City II
378
Kwun Tong RoadKwun Tong, Kowloon
Hong Kong SAR
Tel:
+852 37073600
With
a copy to:
Corporation
Service Company
251
Little Falls Drive
Wilmington,
DE 19808
Telephone:
(800) 927-9800
(Name, address and telephone number, including area code, of agent for service)
Copies
to:
Tahra
Wright, Esq.
Loeb
& Loeb LLP
345 Park Avenue
New York, NY 10154
Tel:
(212) 407-4000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “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 ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
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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 securities to be registered
|
|
Amount
to be
registered(1)
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|
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Proposed
maximum
offering price
per share
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|
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Proposed
maximum
aggregate
offering
price(3)
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|
|
Amount of
registration
fee(2)(4)
|
|
Shares, par value $0.0001
|
|
|
11,011,663
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|
|
$
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2.02
|
|
|
$
|
22,243,559
|
|
|
$
|
2,887.21
|
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(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Post-Effective Amendment
No. 1 also covers any additional securities that may be offered or issued pursuant to the anti-dilution adjustment provisions
of the CLPS Incorporation 2020 Equity Incentive Plan (the “2020 Plan”).
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|
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, at the time
of the filing of the S-8, based on the average of the high and low selling prices of the Company’s common stock as reported
on the Nasdaq Stock Market on April 23, 2020.
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|
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(3)
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Represents
11,011,663 shares having been registered that are reserved for future grants to be issued pursuant to the 2020 Plan.
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|
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(4)
|
Previously
paid.
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EXPLANATORY
NOTE
This
Amendment No. 1 to the previously filed Registration Statement on Form S-8 is being filed by the Registrant in accordance with
the requirements of Form S-8 under the Securities Act in order to add a reoffer prospectus prepared in accordance with the requirements
of Part I of Form S-8 under the Securities Act with respect up to 11,011,663 shares issuable under the 2020 Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
This
Registration Statement relates to two separate prospectuses.
Section
10(a) Prospectus: Items 1 and 2, from this page, and the documents incorporated by reference pursuant to Part II, Item 3 of
this prospectus, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended
(the “Securities Act”).
Reoffer
Prospectus: The material that follows Item 2, up to but not including Part II of this Registration Statement, of which the
reoffer prospectus is a part, constitutes a “reoffer prospectus,” prepared in accordance with the requirements of
Part I of Form S-8 under the Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for reoffers
or resales of shares which are deemed to be “control securities” or “restricted securities” under the
Securities Act that have been acquired by the selling stockholders named in the reoffer prospectus.
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
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*
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The
documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee
Plan Annual Information) will be sent or given to recipients of the grants under the 2020 Plan adopted by the Board of Directors
of the Company as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities
Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability
without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including
the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge,
upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address
and telephone number to which the request is to be directed.
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REOFFER
PROSPECTUS
CLPS
INCORPORATION
11,011,663
Shares
This
reoffer prospectus relates to the sale of up to 11,011,663 shares that may be offered and resold from time to time by the selling
stockholders identified in this prospectus for their own account. It is anticipated that the selling stockholders will offer shares
for sale at prevailing prices on The NASDAQ Global Market on the date of sale. We will receive no part of the proceeds from sales
made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses
incurred by us in connection with the registration and offering and not borne by the selling stockholders will be borne by us.
The
shares have been or will be issued pursuant to awards granted under the CLPS Incorporation 2020 Equity Incentive Plan (the “2020
Plan”). This reoffer prospectus has been prepared for the purposes of registering the shares under the Securities Act of
1933, as amended (the “Securities Act”) to allow for future sales by the selling stockholders on a continuous or delayed
basis to the public without restriction.
The
selling stockholders and any brokers executing selling orders on its behalf may be deemed to be “underwriters” within
the meaning of the Securities Act, in which event commissions received by such brokers may be deemed to be underwriting commissions
under the Securities Act.
Our
shares are quoted on The NASDAQ Global Market under the symbol “CLPS”. The last reported sale price of our shares
on The NASDAQ Global Market on November 5, 2020 was $3.10 per share.
Investing
in our shares involves risks. See “Risk Factors” on page 2 of this reoffer prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is November 6, 2020.
TABLE
OF CONTENTS
NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including
the section entitled “Risk Factors” before deciding to invest in our shares. In this prospectus, unless otherwise
noted, the “Company,” “we,” “us,” “our company” and “our” refer to
CLPS Inc. (together with its subsidiaries and affiliated entities, except as the context indicates otherwise).
Our
Company
We
are a global information technology (“IT”) consulting and solutions service provider focused on delivering services
to global institutions in banking, insurance and financial sectors, both in China and globally. For more than 10 years, we have
served as an IT solutions provider to a growing network of clients in the global financial industry, including large financial
institutions in the US, Europe, Australia and Hong Kong and their PRC-based IT centers.
CLPS
Incorporation was incorporated under the laws of the Cayman Islands on May 11, 2017. Since our inception, we have aimed to build
one of the largest sales and service delivery platforms for IT services and solutions in China. The nature of the Company’s
services is such that it provides a majority of services to its banking and credit card clients in order to build new or modify
existing clients’ own proprietary systems. We are fully committed of providing digital transformation services with focus
on financial technology in the banking, wealth management, e-commerce, and automotive industries, among others, through the utilization
of innovative technology to achieve our client’s goals. We maintain 18 delivery and/or R&D centers, of which ten are
located in Mainland China (Shanghai, Beijing, Dalian, Tianjin, Baoding Chengdu, Guangzhou, Shenzhen, Hangzhou, and Suzhou) and
eight are located globally (Hong Kong SAR, USA, UK, Japan, Singapore, Malaysia, Australia, and India. By combining onsite (when
we send our team to our client) or onshore (when we send our team to client’s overseas location) support and consulting
with scalable and high-efficiency offsite (when we send our team to a location other than client’s location) or offshore
(when we send our team to a location that is other than a client’s location overseas) services and processing, we are able
to meet client demands in a cost-effective manner while retaining significant operational flexibility. By serving both Chinese
and global clients on a common platform, we are able to leverage the shared resources, management, industry expertise and technological
know-how to attract new business and remain cost competitive.
Corporate
Information
Our
principal executive office is located at Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road, Kwun Tong, Kowloon,
Hong Kong SAR. Our telephone number is +852 37073600. Our website is as follows www.clpsglobal.com. The information on our
website is not part of this filing.
We
make available free of charge on our website our annual and current reports, including amendments to such reports, as soon as
reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Information contained
on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should
not consider information contained on our website as part of this prospectus supplement or the accompanying prospectus.
About
This Offering
This
offering relates to the resale by the selling stockholders of up to 11,011,663 shares. The selling stockholders have acquired
or will acquire such shares pursuant to grants made pursuant to the
2020 Plan.
RISK
FACTORS
Investing
in our shares involves a high degree of risk. Before making an investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual Report on Form 20-F, as supplemented and updated by subsequent
reports that we have filed or will file with the SEC, which are incorporated by reference into this prospectus. Our business,
affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected
by these risks. For more information about our SEC filings, please see “Additional Information Available to You.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and we intend that such forward-looking statements be subject to the safe harbors created thereby. All statements, other than
statements of historical fact, including statements regarding our strategy, future operations, future financial position, future
revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “should,” “estimate,” “expect,” “intend,”
“may,” “plan,” “project,” “will,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words.
We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements
included and incorporated by reference in this prospectus that we believe could cause actual results or events to differ materially
from the forward-looking statements that we make. See the section entitled “Risk Factors” herein for more information.
You should consider these factors and other cautionary statements made in this prospectus and in the documents we incorporate
by reference as being applicable to all related forward-looking statements wherever they appear in the prospectus and in the documents
incorporated by reference. We do not assume any obligation to update any forward-looking statements, except as may be required
under applicable law.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of shares offered by the selling stockholders.
SELLING
STOCKHOLDERS
This
prospectus relates to the offering by the selling stockholders of up to 11,011,663 shares. These shares have been or will be granted
to the selling stockholders under the 2020 Plan.
The
following table sets forth, based on information provided to us by the selling stockholders or known to us, the name of the selling
stockholders, the nature of any position, office or other material relationship, if any, which the selling stockholders has had,
within the past three years, with us or with any of our predecessors or affiliates, and the number of shares beneficially owned
by the selling stockholder before this offering. The number of shares owned are those beneficially owned, as determined under
the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under
these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power
and any shares which the person has the right to acquire within 60 days through the exercise of any option, warrant or right,
through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary
account or similar arrangement. The selling stockholders are not a broker-dealer or an affiliate of a broker-dealer.
We
have assumed all shares reflected on the table will be sold from time to time in the offering covered by this prospectus. Because
the selling stockholders may offer all or any portions of the shares listed in the table below, no estimate can be given as to
the amount of those shares covered by this prospectus that will be held by the selling stockholders upon the termination of the
offering. As of November 4, 2020, the Company had 16,093,248 shares outstanding.
Selling Stockholder/Office Held
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Number of
Shares
Beneficially
Owned Before
Offering (1)
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Number of
Shares
Offered
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Number of
Shares
Beneficially
Owned After
Offering (1)
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Percentage
of Shares
Beneficially
Owned After
Offering
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Xiao Feng Yang, Chairman
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5,093,773
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(2)(6)
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250,000
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5,343,773
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33.21
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Raymond Ming Hui Lin, CEO and Director
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5,414,595
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(3)(5)(6)
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250,000
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5,664,595
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35.21
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Li Li, COO
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24,178
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(4)(5)
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100,000
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124,178
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*
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Rui Yang, Acting CFO
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17,793
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(4)(5)
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50,000
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67,793
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*
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(1).
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Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common
shares or the power to receive the economic benefit of the common shares.
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(2).
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A
British Virgin Islands corporation with the mailing address of c/o Ogier Global (BVI) Ltd., Ritter House, Wickhams Cay II, PO
Box 3170, Road Town, Tortola, VG 1110, British Virgin Islands, with Xiao Feng Yang as its sole shareholder. As such, Mr. Yang
is deemed to be the owner of all shares of the Company held by this entity. Also includes the vested portion of the restricted
stock granted dated as of July 12, 2018. The total grant of 220,823 common shares to Mr. Yang vests in three equal installments,
with the first installment vesting upon grant, and the second and third – on the first and second anniversary of the grant.
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(3).
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A
British Virgin Islands corporation with the mailing address of c/o Ogier Global (BVI) Ltd., Ritter House, Wickhams Cay II, PO
Box 3170, Road Town, Tortola, VG 1110, British Virgin Islands, with Raymond Ming Hui Lin as its sole shareholder. As such, Mr.
Lin is deemed to be the owner of all shares of the Company held by this entity. Also includes the vested portion of the restricted
stock granted dated as of July 12, 2018. The total grant of 220,823 common shares to Mr. Lin vests in three equal installments,
with the first installment vesting upon grant, and the second and third – on the first and second anniversary of the grant.
Also includes 404,600 restricted shares granted to Mr. Lin on November 27, 2019 and vested immediately.
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(4).
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Acquired
before becoming an officer of the Company.
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PLAN
OF DISTRIBUTION
Timing
of Sales
The
selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will
act independently of our company in making decisions with respect to the timing, manner and size of each sale. To
our knowledge, the selling stockholders have no agreement or understanding, directly or indirectly, with any person to resell
the shares covered by this prospectus.
Offering
Price
The
sales price offered by the selling stockholders to the public may be:
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1.
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the
market price prevailing at the time of sale;
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2.
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a
price related to such prevailing market price; or
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3.
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such
other price as the selling stockholders determine from time to time.
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Manner
of Sale
The
shares may be sold by means of one or more of the following methods:
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1.
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a
block trade in which the broker-dealer so engaged 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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2.
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purchases
by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
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3.
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ordinary
brokerage transactions in which the broker solicits purchasers;
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4.
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through
options, swaps or derivatives;
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5.
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in
transactions to cover short sales;
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6.
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privately
negotiated transactions; or
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7.
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in
a combination of any of the above methods.
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The
selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell
shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers may receive commissions, discounts or concessions from the selling stockholders or, if any such broker-dealer acts
as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation
received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved.
Broker-dealers may agree with a selling stockholder to sell a specified number of shares of shares at a stipulated price per common
share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal
any unsold shares of shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. Broker-dealers
who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions
and sales to and through other broker-dealers, including transactions of the nature described above, on The NASDAQ Stock Market
or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price
or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to or receive from the purchasers
of shares commissions as described above. If the selling stockholders enter into arrangements with brokers or dealers, as described
above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including
the names of any broker-dealers acting as underwriters.
The
selling stockholders and any broker-dealers or agents that participate with the selling stockholder in the sale of the shares
may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any commissions received
by broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
Sales
Pursuant to Rule 144
Any
shares covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus.
Regulation M
The
selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the
shares. In particular we will advise the selling stockholders 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 stockholders and their affiliates.
Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for,
or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of
the distribution. Accordingly, during such times as selling stockholders may be deemed to be engaged in a distribution of the
shares, and therefore be considered to be an underwriter, the selling stockholders must comply with applicable law and, among
other things:
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1.
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may
not engage in any stabilization activities in connection with our shares;
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2.
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may
not cover short sales by purchasing shares while the distribution is taking place; and
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3.
|
may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than
as permitted under the Exchange Act.
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In
addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act.
State
Securities Laws
Under
the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state
or an exemption from registration or qualification is available and is complied with.
Expenses
of Registration
We
are bearing all costs relating to the registration of the shares. The selling stockholders, however, will pay any commissions
or other fees payable to brokers or dealers in connection with any sale of the shares.
LEGAL
MATTERS
The
validity of the shares and certain legal matters relating to the offering as to Cayman Islands law will be passed upon for us
by Ogier.
EXPERTS
The
consolidated financial statements of CLPS Incorporation at June 30, 2019 and 2020, and for each of the two years in the period
ended June 30, 2020, appearing in CLPS Incorporation’s Annual Report (Form 20-F) for the year ended June 30, 2020, have
been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS by Reference
The
SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, them,
which means that we can disclose important information to you by referring you to these documents. The information that we incorporate
by reference into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically
updates and supersedes any information in this prospectus. We incorporate by reference into this prospectus the documents listed
below:
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●
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our
Annual Report on Form 20-F for the fiscal year ended June 30, 2020;
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|
●
|
the
description of our shares set forth in our registration statement on Form F-1 (File No. 333-223956) filed with the SEC
on March 27, 2018 and declared effective on May 23, 2018, and our Form 8-A filed with the SEC on May 22, 2018, including any
amendment or report filed for the purpose of updating that description; and
|
|
●
|
our
Report of Foreign Private Issuer on Form 6-K furnished to the SEC on September 24, September 26, November 4, 2019, March 3,
March 9, March 12, April 7, June 29, August 21, and August 27, 2020, respectively.
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of the offering of the securities offered by this prospectus are incorporated by reference into this
prospectus and form part of this prospectus from the date of filing or furnishing of these documents. Any documents that we furnish
to the SEC on Form 6-K subsequent to the date of this prospectus will be incorporated by reference into this prospectus
only to the extent specifically set forth in the Form 6-K.
Any
statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus, in one of those other documents or
in any other later filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement.
Any such statement so modified shall not be deemed, except as so modified, to constitute a part of this prospectus. Any such statement
so superseded shall be deemed not to constitute a part of this prospectus.
Any
person receiving a copy of this prospectus, including any beneficial owner, may obtain without charge, upon written or oral request,
a copy of any of the documents incorporated by reference into this prospectus, except for the exhibits to those documents unless
the exhibits are specifically incorporated by reference into those documents. Requests should be directed to our principal executive
office, Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong SAR.
Disclosure
Of Commission Position On Indemnification For Securities Act Liabilities
The
Companies 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 memorandum
and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred
in their capacities as such unless such losses or damages arise from dishonesty of such directors or officers willful default
of fraud. 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 of 1933, as amended, or Securities Act, 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, or the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Additional
Information Available to You
This
prospectus is part of a Registration Statement on Form S-8 that we filed with the SEC. Certain information in the Registration
Statement has been omitted from this prospectus in accordance with the rules of the SEC. We file annual reports and other information
with the SEC. You can inspect and copy the Registration Statement as well as other information we have filed with the SEC at the
public reference room maintained by the SEC at 100 F Street N.E. Washington, D.C. 20549. You can obtain copies from the public
reference room at the same address. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330 for further information
about the public reference room. We are also required to file electronic versions of these documents with the SEC, which may be
accessed through the SEC’s World Wide Web site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an
offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer
to buy any securities by any person in any jurisdiction where such offer or solicitation is not authorized or is unlawful. Neither
delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of our company since the date hereof.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, them,
which means that we can disclose important information to you by referring you to these documents. The information that we incorporate
by reference into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically
updates and supersedes any information in this prospectus. We incorporate by reference into this prospectus the documents listed
below:
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our
Annual Report on Form 20-F for the fiscal year ended June 30, 2020;
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the
description of our shares set forth in our registration statement on Form F-1 (File No. 333-223956) filed with the SEC
on March 27, 2018 and declared effective on May 23, 2018, and our Form 8-A filed with the SEC on May 22, 2018, including any
amendment or report filed for the purpose of updating that description; and
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our
Report of Foreign Private Issuer on Form 6-K furnished to the SEC on September 24, September 26, November 4, 2019, March 3,
March 9, March 12, April 7, June 29, August 21, and August 27, 2020, respectively.
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All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of the offering of the securities offered by this prospectus are incorporated by reference into this
prospectus and form part of this prospectus from the date of filing or furnishing of these documents. Any documents that we furnish
to the SEC on Form 6-K subsequent to the date of this prospectus will be incorporated by reference into this prospectus
only to the extent specifically set forth in the Form 6-K.
Any
statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus, in one of those other documents or
in any other later filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement.
Any such statement so modified shall not be deemed, except as so modified, to constitute a part of this prospectus. Any such statement
so superseded shall be deemed not to constitute a part of this prospectus.
Any
person receiving a copy of this prospectus, including any beneficial owner, may obtain without charge, upon written or oral request,
a copy of any of the documents incorporated by reference into this prospectus, except for the exhibits to those documents unless
the exhibits are specifically incorporated by reference into those documents. Requests should be directed to our principal executive
office, Unit 702, 7th Floor, Millennium City 2, 378 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong SAR.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
The
Companies 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 memorandum
and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred
in their capacities as such unless such losses or damages arise from dishonesty of such directors or officers willful default
of fraud. 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 of 1933, as amended, or Securities Act,
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, or the SEC, 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.
For
a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end
of this Registration Statement.
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:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
“Securities Act”);
(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 the
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; and
(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) and (a)(1)(ii) 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 SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the 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
Section 15(d) of the Exchange Act 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 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 SEC 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 of the requirements for filing on this Post-Effective Amendment No. 1 to 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
November 6, 2020.
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CLPS
Incorporation
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Date:
November 6, 2020
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By:
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/s/
Raymond Ming Hui Lin
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Raymond
Ming Hui Lin
Chief
Executive Officer, Director
(Principal
Executive Officer)
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EXHIBIT
INDEX
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(1)
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Incorporated
by reference to exhibit of the same number filed with CLPS Incorporation’s Registration Statement on Form F-1 or amendments
thereto (File No. 333-223956).
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(2)
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Incorporated
by reference to exhibit of the same number filed with CLPS Incorporation’s Registration Statement on Form S-8 or amendments
thereto (File No. 333-237846).
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