Reebonz Holding Ltd Form F-1 Filed 2019-02-25

SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2019-02-25 SEC Accession No. 0001213900-19-003091 (HTML Version on secdatabase.com) FILER Reebonz Holding Ltd Mailing Address Business Address C/O REEBONZ LIMITED C/O REEBONZ LIMITED CIK:1752108| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 5 TAMPINES NORTH DRIVE 5 TAMPINES NORTH DRIVE Type: F-1 | Act: 33 | File No.: 333-229839 | Film No.: 19629509 5 5 SIC: 5961 Catalog & mail-order houses #07-00 U0 528548 #07-00 U0 528548 65 6499 9469 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on February 25, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 5961 Not Applicable (Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) c/o Reebonz Limited 5 Tampines North Drive 5 #07-00 Singapore 528548 +65 6499 9469 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19715 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: David Dinner, Esq. Ira L. Kotel, Esq. Dentons Cayman Brian Lee, Esq. 3rd Floor, One Capital Place Greg Carney, Esq. Shedden Road Dentons US LLP George Town 1221 Avenue of the Americas Grand Cayman New York, NY 10020 Cayman Islands (212) 768-6700 (345) 745-5000 Mitchell S. Nussbaum, Esq. Norwood P. Beveridge, Jr., Esq. Lili Taheri, Esq. Loeb & Loeb LLP 345 Park Ave. New York, NY 10154 (212) 407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 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 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. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Maximum Amount of Title of Each Class of Securities to be Registered Aggregate Registration Offering Fee Price(1)(2) Ordinary shares, par value $0.0001 per share $ 23,000,000 $ 2,787.60 Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities (1) Act of 1933, as amended. (2) Includes ordinary shares that are subject to the underwriters’ option to purchase additional shares. 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated February 25, 2019 PRELIMINARY PROSPECTUS Ordinary Shares We are offering ordinary shares, par value $.0001 shares. The ordinary shares, par value $0.0001 per share are currently listed on the NASDAQ Capital Market (the “NASDAQ”) under the symbol “RBZ”. On February 22, 2019, the closing price for the ordinary shares on the NASDAQ was $1.69 per ordinary share. We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 15 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. PRICE $ PER ORDINARY SHARE Per Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to us $ $ We refer you to “Underwriting” beginning on page 138 for additional information regarding total underwriting compensation. We have granted the underwriters an option to purchase up to an additional shares at the public offering price less the underwriting discount and commissions. The underwriters may exercise this option at any time during the 30-day period from the date of this prospectus. The underwriters expect to deliver the shares against payment thereafter on or about , 2019 Joint Book-Running Managers Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Roth Capital Partners Maxim Group LLC The date of this prospectus is , 2019. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION 10 SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS 13 RISK FACTORS 15 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 46 USE OF PROCEEDS 47 DIVIDEND POLICY 47 CAPITALIZATION 48 DILUTION 49 OUR BUSINESS 50 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 84 OPERATIONS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 108 MANAGEMENT 115 EXECUTIVE COMPENSATION 120 DESCRIPTION OF SECURITIES 126 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 129 MAJOR SHAREHOLDERS 131 TAXATION 132 UNDERWRITING 138 SHARES ELIGIBLE FOR FUTURE SALE 143 EXPENSES RELATED TO THE OFFERING 144 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS 145 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 145 LEGAL MATTERS 147 EXPERTS 147 AVAILABLE INFORMATION 147 INDEX TO FINANCIAL STATEMENTS F-1 i Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. We have not anyone to provide you with any information or to make any representation, other than those contained in this prospectus or any free writing prospectus we have prepared. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only in circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of our ordinary shares. Neither we nor any of the underwriters have done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purposes is required, other than the United

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