As filed with the U.S. Securities and Exchange
Commission on November 1, 2024.
Registration No. 333-282900
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BloomZ Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
7819 |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
Toyo Recording 1F, 4-5-19 Akasaka
Minato-ku, Tokyo 107-0052
Japan
+81 050-3138-4984
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Ying Li, Esq.
Lisa Forcht, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
212-530-2206
Approximate date of commencement of proposed
sale to the public: Promptly after the effective date of this registration statement.
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 post-effective amendment filed
pursuant to Rule 462(d) 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 ☐
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, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
BloomZ Inc. is filing this Amendment No. 1 (this
“Amendment No. 1”) to the Registration Statement on Form F-1 (Registration No. 333-282900), originally filed on October 30,
2024 (the “Registration Statement”), as an exhibit-only filing, solely to replace the opinion of Conyers Dill & Pearman
regarding the validity of the Company’s ordinary shares being registered attached as Exhibit 5.1 and the consent of Conyers Dill
& Pearman referenced as Exhibit 23.2 (included in Exhibit 5.1). Accordingly, this Amendment No. 1 consists only of the facing page,
this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibits being
filed, and is not intended to amend or delete any part of the Registration Statement except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. 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 directors and officers, 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 the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.
Our articles of association provide that we will
indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our Company (but
not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges,
expenses, losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty,
willful default, or fraud, in or about the conduct of our business or affairs or in the execution or discharge of that person’s
duties, powers, authorities, or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses,
or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs
in any court, whether in the Cayman Islands or elsewhere.
Pursuant to indemnification agreement filed as
Exhibit 10.2 to this registration statement, we will agree to indemnify our directors and officers against certain liabilities and expenses
incurred by such persons in connection with claims made by reason of their being such a director or officer.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued
the following securities, which were not registered under the Securities Act. We believe that each of the following issuances was exempt
from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore
transactions. No underwriters were involved in these issuances of securities.
On April 24, 2023, we issued an aggregate
of 7,845,000 Ordinary Shares to BloomZ Japan’s shareholders for the exchange of their 100% of the equity interests in BloomZ
Japan.
On August 25, 2023, we issued an aggregate
of 3,335,000 Ordinary Shares to BloomZ Japan’s shareholders for the exchange of their equity interests in BloomZ Japan, which
was issued by BloomZ Japan on May 31, 2023.
On December 11, 2023, the Company’s shareholders
approved a sub-division of the Company’s authorized and issued Ordinary Shares at a ratio of 1:5,000, which became effective on
December 11, 2023. As a result of the sub-division, the authorized share capital of the Company became US$50,000 divided into 2,500,000,000,000
shares of a par value of US$0.00000002 each, of which 11,185,000 Ordinary Shares were issued and outstanding after the sub-division.
On July 25, 2024, the Company completed its IPO
of 1,250,000 Ordinary Shares at a public offering price of $4.30 per share. The gross proceeds raised from the IPO were approximately
$5.38 million prior to deducting underwriting discounts and other offering expenses payable by the Company.
On August 26, 2024, we issued 497,400 Ordinary
Shares to HeartCore Enterprises, Inc., a Delaware corporation, and 497,400 Ordinary Shares to Spirit Advisors, LLC, a Delaware limited
liability company, in consideration of the services they provided to the Company in connection with the Company’s IPO in July 2024.
We may issue up to $30.0 million of Ordinary Shares
to White Lion pursuant to the White Lion Purchase Agreement after the date of this prospectus.
These shares are presented on a retroactive basis
to reflect the sub-division.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-4
of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information
required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
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 provisions
described in Item 6, 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.
The undersigned registrant hereby undertakes:
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(a) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(1) |
To include any prospectus required by section 10(a)(3) of the Securities Act; |
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(2) |
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 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 Commission 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; |
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(3) |
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. |
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(b) |
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. |
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(c) |
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. |
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(d) |
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. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
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(e) |
That, for the purpose of determining liability under the Securities Act to any purchaser: 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. |
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(f) |
That, for the purpose of determining liability of the registrant under the Securities Act 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: |
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(1) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(2) |
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; |
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(3) |
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 |
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(4) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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(g) |
That, for purposes of determining any liability under the Securities Act, 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 shall be deemed to be part of this registration statement as of the time it was declared effective. |
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(h) |
That, for the purpose of determining any liability under the Securities Act, 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. |
EXHIBIT INDEX
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Description |
| 3.1 |
|
Amended
and Restated Memorandum of Association, effective dated December 11, 2023, and Articles of Association, effective dated July 1, 2024
(incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the
Securities and Exchange Commission October 31, 2023) |
| 4.1 |
|
Specimen
Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-275223)
initially filed with the Securities and Exchange Commission October 31, 2023) |
| 5.1* |
|
Opinion of Conyers Dill & Pearman regarding the validity of the Ordinary Shares being registered |
| 10.1 |
|
Form
of Employment Agreement by and between executive officers and the Registrant (incorporated by reference to Exhibit 10.1 of our Registration
Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023) |
| 10.2 |
|
Form
of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.2 of our
Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31,
2023) |
| 10.3 |
|
Form
of Director Offer Letter between the Registrant and its directors (incorporated by reference to Exhibit 10.3 of our Registration
Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023) |
| 10.4 |
|
Consulting
and Services Agreement dated January 11, 2023 and an Amendment to Consulting and Services Agreement dated September 14, 2023, by
and between the Registrant and HeartCore Enterprises, Inc. (incorporated by reference to Exhibit 10.4 of our Registration Statement
on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023) |
| 10.5 |
|
English
Translation of Form of Service Agreement (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File
No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023) |
| 10.6 |
|
English
Translation of the loan agreement by and between the Registrant and CyberStep dated August 29, 2024 (incorporated by reference to
Exhibit 10.1 of our Form 6-K filed with the Securities and Exchange Commission September 5, 2024) |
| 10.7 |
|
Ordinary Share Purchase Agreement, dated as of October 1, 2024, by and between the Registrant and White Lion Capital, LLC (incorporated by reference to Exhibit 99.1 of our Form 6-K filed with the Securities and Exchange Commission October 4, 2024) |
| 10.8 |
|
Registration Rights Agreement, dated as of October 1, 2024, by and between the Registrant and White Lion Capital, LLC (incorporated by reference to Exhibit 99.2 of our Form 6-K filed with the Securities and Exchange Commission October 4, 2024) |
| 23.1** |
|
Consent of TAAD LLP |
| 23.2* |
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Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
| 23.3** |
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Consent of COACH Legal Professional Corporation |
| 24.1** |
|
Powers
of Attorney (included on signature page to previously filed registration statement) |
| 107** |
|
Filing Fee Table |
| * |
Filed herewith |
| ** |
Previously filed |
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-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Tokyo, on November 1, 2024.
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BloomZ Inc. |
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By: |
/s/ Kazusa Aranami |
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Kazusa Aranami |
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Chief Executive Officer, Director, and
Chairwoman of the Board of Directors |
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(Principal 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 |
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Title |
|
Date |
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| /s/ Kazusa Aranami |
|
Chief Executive Officer, Director, and |
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November 1,
2024 |
| Name: Kazusa Aranami |
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Chairwoman of the Board of Directors
(Principal Executive Officer) |
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| /s/ Minoru Muranaga |
|
Chief Financial Officer |
|
November 1,
2024 |
| Name: Minoru Muranaga |
|
(Principal Accounting and Financial Officer) |
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| * |
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Director |
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November 1,
2024 |
| Name: Yuhi Mimura |
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| * |
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Director |
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November 1,
2024 |
| Name: Akira Sugimoto |
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| * |
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Director |
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November 1,
2024 |
| Name: Toshiyuki Sugiyama |
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| *By: |
/s/ Kazusa Aranami |
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| Name: |
Kazusa Aranami
Attorney-in-fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative in the United States of America of BloomZ Inc., has signed this registration
statement or amendment thereto in New York, NY on November 1, 2024.
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COGENCY GLOBAL INC. |
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Authorized U.S. Representative |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
II-6
Exhibit 5.1
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CONYERS DILL & PEARMAN |
 |
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29th Floor
One Exchange Square
8 Connaught Place
Central
Hong Kong
T +852 2524 7106 | F +852 2845 9268
|
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conyers.com |
31 October 2024
Matter No. 1002669 / 110365305
852 2842 9530
Richard.Hall@conyers.com
BloomZ Inc.
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Dear Sir/Madam,
Re: BloomZ Inc. (the “Company”)
We have acted as special Cayman Islands
legal counsel to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) on or about the date hereof (the “Registration Statement”, which term
does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule
thereto) and the prospectus forming a part of the Registration Statement (the “Prospectus”) through which the persons
set out in the Schedule (the “Selling Shareholders”) may offer and sell up to 41,000,000 ordinary shares of par value
US$0.00000002 each in the capital of the Company (the “Ordinary Shares”), comprising of (i) an aggregate of up to 40,500,000
Ordinary Shares issuable by the Company to White Lion Capital, LLC (the “Investor Shares”) and (ii) an aggregate of
500,000 Ordinary Shares to be issued by the Company to Network 1 Financial Securities, Inc. (“Network 1”) and Network
1’s employees, Adam Pasholk, Katrina Golden and Damon Testaverde (together with the Investor Shares, the “Sale Shares”).
For the purposes of giving this opinion,
we have examined a copy of the Registration Statement.
We have also reviewed
copies of:
| 1.1. | the amended and restated memorandum of association of the Company adopted on 11 December
2023 and the amended and restated articles of association of the Company adopted on 11 December 2023 and effective on 1 July 2024 (the
“M&A”); |
| 1.2. | unanimous written resolutions of the directors of the Company dated 1 October 2024,
25 October 2024 and 28 October 2024 (the “Resolutions”); |
| 1.3. | a Certificate of Good Standing issued by the Registrar of Companies in relation to
the Company on 25 October 2024 (the “Certificate Date”); |
| 1.4. | the register of members of the Company certified by a director of the Company on 28
October 2024; and |
| 1.5. | such other documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below. |
We have assumed:
| 2.1. | the genuineness and authenticity of all signatures and the conformity to the originals
of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies
were taken; |
| 2.2. | that where a document has been examined by us in draft form, it will be or has been
executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto
have been marked or otherwise drawn to our attention; |
| 2.3. | the accuracy and completeness of all factual representations made in the Registration
Statement and other documents reviewed by us; |
| 2.4. | that the Resolutions were passed at one or more duly convened, constituted and quorate
meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended; |
| 2.5. | that the M&A will remain in full force and effect and will not be amended in any
manner that would affect the opinions expressed herein; |
| 2.6. | that there is no provision of the law of any jurisdiction, other than the Cayman Islands,
which would have any implication in relation to the opinions expressed herein; |
| 2.7. | that upon the issue of any Ordinary Shares, the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value thereof; |
| 2.8. | the capacity, power and authority of all parties other than the Company to enter into
and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Ordinary
Shares, and the due execution and delivery thereof by each party thereto; |
| 2.9. | the validity and binding effect under the laws of the United States of America of
the Registration Statement and that the Registration Statement will be duly filed with, and be declared effective by, the Commission;
and |
| 2.10. | that the Prospectus, when published, will be in substantially the same form as that
examined by us for purposes of this opinion; |
| 2.11. | the Company has not taken any action to appoint a restructuring officer; and |
| 2.12. | the Company has or will have sufficient authorised but unissued Ordinary Shares to
facilitate the issue of Ordinary Shares as contemplated by the Resolutions and the Registration Statement. |
We have made no investigation of and express
no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed
in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman
Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied
upon by any other person, firm or entity or in respect of any other matter.
On the basis of and subject
to the foregoing, we are of the opinion that:
| 4.1. | The Company is duly incorporated and existing under the laws of the Cayman Islands
and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the
“Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar
of Companies has no knowledge that the Company is in default under the Act. |
| 4.2. | When issued and paid for as contemplated by the Resolutions and the Registration Statement
and registered in the register of members of the Company, the Sale Shares will be validly issued, fully paid and non-assessable (which
term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforcement
of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving
such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within
the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.
Yours faithfully,
/s/
Conyers Dill & Pearman
Conyers Dill & Pearman
Schedule
| Name of Selling Shareholder | |
Number of
Sale Shares | |
| White Lion Capital LLC | |
| 40,500,000 | |
| Network 1 Financial Securities, Inc. | |
| 100,000 | |
| Adam Pasholk | |
| 315,000 | |
| Katrina Golden | |
| 35,000 | |
| Damon Testaverde | |
| 50,000 | |
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