Securities Registration Statement (simplified Form) (s-3/a)
February 13 2018 - 3:25PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 13, 2018
Registration
No. 333-222098
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
Amendment
No. 2
to
FORM S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Sino-Global
Shipping America, Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Virginia
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11-3588546
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(State
or Other Jurisdiction of Incorporation or
|
(I.R.S. Employer
Identification Number)
|
Organization)
|
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1044
Northern Boulevard, Suite 305
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Roslyn,
New York 11576-1514
(Address of principal executive offices) (Zip Code)
|
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(718)
888-1814
(Registrant’s telephone number, including area code)
|
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(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Lei
Cao, Chief Executive Officer
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Sino-Global
Shipping America, Ltd.
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Roslyn,
New York 11576-1514
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(718)
888-1814
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(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
|
|
Copies
to:
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Elizabeth
F. Chen, Esq.
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Pryor
Cashman LLP
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7
Times Square
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New
York, New York 10036
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(212)
421-4100
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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, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [_]
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [_]
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following
box. [_]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Exchange Act:
Large accelerated
filer [_]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [_]
|
Smaller
reporting company [X]
|
|
|
(Do not check if a
smaller
|
Emerging growth company
[_]
|
|
|
reporting 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 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 Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 to the registration statement on Form S-3 (File No. 333-222098) of Sino-Global Shipping America, Ltd. is being
filed solely to amend the facing page thereof to incorporate the delaying amendment legend, prescribed by Rule 473(a) of the Securities
Act of 1933, as amended. This Amendment No. 2 does not modify any provision of the preliminary prospectus contained in Part I
or Part II of the registration statement. Accordingly, this Amendment No. 2 does not include a copy of the preliminary prospectus
or Part II of the registration statement.
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 this Registration Statement or Amendment thereto on Form S-3 and has duly caused this Amendment
No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 13,
2018.
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SINO-GLOBAL
SHIPPING AMERICA, LTD.
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|
|
|
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By:
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/s/
Lei Cao
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Name:
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Lei
Cao
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Title:
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Chief
Executive Officer
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|
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(Principal
Executive Officer)
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Pursuant to the requirements
of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Amendment No.
2 to the registration statement.
SIGNATURE
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TITLE
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DATE
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/s/
Lei Cao
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Chief
Executive Officer and Director
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February
13, 2018
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Lei
Cao
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(Principal
Executive Officer)
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|
|
|
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*
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Acting
Chief Financial Officer
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February
13, 2018
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Tuo
Pan
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(Principal
Accounting and Financial Officer)
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/s/
Zhikang Huang
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Chief
Operating Officer and Director
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February
13, 2018
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Zhikang
Huang
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*
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Director
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February
13, 2018
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Ming
Zhu
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*
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Director
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February
13, 2018
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Tielang
Liu
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*
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Director
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February
13, 2018
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Jing
Wang
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*/s/
Lei Cao
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Lei
Cao, as Attorney-in-Fact
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