Greenpro Capital Corp. Form Pos Am
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GREENPRO CAPITAL CORP. FORM POS AM (Post-Effective Amendment to Registration Statement) Filed 04/30/18 Telephone 852-3111-7718 CIK 0001597846 Symbol GRNQ SIC Code 7374 - Services-Computer Processing and Data Preparation Industry Investment Management & Fund Operators Sector Financials Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use. As filed with the Securities and Exchange Commission on April 30, 2018 Registration No. 333-219625 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREENPRO CAPITAL CORP. (Exact name of registrant as specified in its charter) Nevada 8742 98-1146821 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification number) Room 1701-1703, 17/F, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong +852-3111-7718 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) VCorp Services, LLC 1645 Village Center Circle, Suite 170 Las Vegas, NV 89134 (845) 425-0077 Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mitchell S. Nussbaum, Esq. Fang Liu, Esq. Tahra Wright, Esq. Attorney at Law David J. Levine, Esq. Mei & Mark LLP Loeb & Loeb LLP 818 18th Street NW, Suite 410 345 Park Avenue New York, Washington, DC 20006 New York 10154 (212) 407-4000 (703) 919-7285 Fax: (212) 937-3943 Fax: (888) 706-1173 Approximate date of commencement of proposed sale to the public: As soon as practicable 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. [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 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 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” and “smaller reporting company” and an “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 smaller reporting company) Emerging growth company [X] CALCULATION OF REGISTRATION FEE Proposed Amount to Maximum Proposed Maximum be Offering Aggregate Offering Amount of Title of Each Class of Security Being Registered Registered Price Price(1) Registration Fee(2) Common Stock, $0.0001 par value 2,500,000 $ 6.00 $ 15,000,000 $ 1,868 Common Stock, $0.0001 par value (3) 7,996,123 $ 6.00 $ 47,976,738 $ 5,973 Placement Agent Warrants (4) — — — — Common Stock Underlying Placement Agent Warrants (5) 250,000 $ 6.00 $ 1,500,000 $ 187 Total — — $ 64,476,738 $ 8,028(6) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. (3) This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling stockholders of the Registrant of up to 7,996,123 shares of common stock previously issued to the selling stockholders as named in the Resale Prospectus. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices of the Registrant’s common stock reported by the OTCQB Marketplace on August 1, 2017. (4) No fee is required pursuant to Rule 457(g) under the Securities Act. Resales of the placement agent warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are registered hereby. (5) Resales of shares of common stock issuable upon exercise of the placement agent warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are also registered hereby. (6) Previously paid. 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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This Registration Statement on Form S-1 (the “Registration Statement”), filed by Greenpro Capital Corp. (the “Company”) was declared effective by the Securities and Exchange Commission on November 30, 2017. This Post-Effective Amendment No. 1 amends the Registration Statement to (i) include the audited financial statements for the fiscal year ended December 31, 2017, and (ii) to include a new audit opinion issued by our current independent registered accountant, Weinberg & Company, in connection with the re-audit of the financial statements for the fiscal year ended December 31, 2016. This Registration Statement contains two prospectuses, as set forth below. ● Public Offering Prospectus. A prospectus to be used for the public offering of a maximum of 2,500,000 shares of common stock of the Registrant (the “Public Offering Prospectus”) through the placement agent named on the cover page of the Public Offering Prospectus. ● Resale Prospectus. A prospectus to be used for the resale by the selling stockholders set forth therein of 7,996,123 shares of common stock of the Registrant (the “Resale Prospectus”). The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points: ● they contain different outside and inside front covers and back covers; ● they contain different Offering sections in the Prospectus Summary section beginning on page SS-1; ● they contain different Use of Proceeds sections on page SS-2; ● a Selling Stockholder section is included in the Resale Prospectus; ● the Plan of Distribution section from the Public Offering Prospectus on page SS-12 is deleted from the Resale Prospectus and a Selling Stockholder Plan of Distribution is inserted in its place; and ● the Legal Matters section in the Resale Prospectus on page SS-14 deletes the reference to counsel for the underwriters. The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Preliminary Prospectus dated April 30, 2018 GREENPRO CAPITAL CORP. MINIMUM OFFERING: 500,000 shares of common stock MAXIMUM OFFERING: 2,500,000 shares of common stock Greenpro Capital Corp. is offering a minimum of 500,000 shares of common stock, par value $0.0001 per share, and a maximum of 2,500,000 shares of common stock. We currently expect the public offering price to be $6.00 per share. The offering is being made on a “best efforts” basis without a firm commitment by the placement agent who has no obligation or commitment to purchase any of our shares. The placement agent must sell the minimum number of shares offered (500,000 shares of common stock), if any are sold, and are only required to use their best efforts to sell the shares offered. See “Plan of Distribution.” This offering will terminate no later than June 30, 2018, (the “Termination Date”), unless extended by our board of directors for an additional six months until December 31, 2018, although we may close the offering on any date prior to the Termination Date, if the offering is fully subscribed or upon the vote of the board of directors. Reasons the board may consider in determining whether to extend or terminate the offering may include, but are not limited to: amount of funds raised, potential to raise additional capital, and response to the offering as of that date.