UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
EXCHANGE ACT OF 1934
OR
OF 1934
OR
ACT OF 1934
For
the year ended
OR
EXCHANGE ACT OF 1934
Date of event requiring this shell company report_________________
For the transition period from to
Commission
file number
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
Beijing
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Symbol | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the transition report: ordinary shares, par value $0.001 per share, as of December 31, 2021.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐
Yes ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | |
| Non-accelerated filer ☐ | 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 13(a) of the Exchange Act:
☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International
Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐
Yes ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
| Audit Firm ID | Auditor Name | Auditor Location | ||
Explanatory Note
This Amendment No. 1 speaks as of the filing date of the Form 20-F on May 13, 2022. Other than as set forth herein, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the Form 20-F or reflect any events that have occurred since May 13, 2022.
ITEM 16G. CORPORATE GOVERNANCE
Our ordinary shares are listed on the NASDAQ Capital Market, or Nasdaq. As such, we are subject to Nasdaq’s corporate governance requirements. Under Nasdaq rules, listed non-US companies may follow their home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements.
Nasdaq Listing Rule 5635 (“Rule 5635”) generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to an issuance (or potential issuance) of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) certain transactions other than a public offering involving issuances equaling 20% or more of the Company’s common shares or voting power for less than the greater of market or book value (Shareholder Approval Rule). In addition, Nasdaq Listing Rule 5640 (“Rule 5640”) provides that voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Act cannot be disparately reduced or restricted through any corporate action or issuance (Voting Rights Rule).
Notwithstanding the foregoing general requirements, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers like us to follow home country practice in lieu of certain requirements of the Listing Rule 5600 Series, provided that such a foreign private issuer discloses in its annual report filed with the SEC the Nasdaq requirements that it does not follow and describes the home country practice followed in lieu of such requirements. Further, Nasdaq’s Voting Rights Policy as defined in IM-5640 generally states that Nasdaq will accept any action or issuance relating to the voting rights structure of a non-U.S. company that is not prohibited by the company’s home country law.
The corporate governance practice in our home country, the British Virgin Islands, does not require us to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described in Rule 5635 above. We have adopted and opted to follow British Virgin Islands practices in lieu of the requirements of Rule 5635 in connection with an issuance of securities. In addition, disparate reduction or restriction of voting rights of existing shareholders through corporate actions or issuances are not prohibited by British Virgin Islands law. We have chosen to follow British Virgin Islands practices in lieu of the requirements of Rule 5640 in connection with corporation actions or issuances relating to the Company’s voting rights structure. Other than as described in this section, our corporate governance practices do not differ from those followed by domestic companies listed on Nasdaq.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this transition report on its behalf.
| Moxian (BVI) Inc | ||
| Date: June 9, 2022 | By: | /s/ Deng Conglin |
| Name: | Deng Conglin | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: June 9, 2022 | By: | /s/ Tan Wanhong |
| Name: | Tan Wanhong | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||