UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number 001-39337
Ebang International Holdings Inc.
(Exact name of registrant as specified in its charter)
No.1066 Xinzhou Road, Economic and Technological Development Zone
Linping District, Hangzhou, Zhejiang, 311199
People’s Republic of China
+86 571-8817-6197
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On November 20, 2022, at 8:00 a.m. (Singapore Time), Ebang International Holdings Inc. (the “Company”) convened its extraordinary general meeting of shareholders (the “EGM”). At the EGM, a quorum was present and one proposal was submitted to and approved by the shareholders. The proposal is described in detail in the proxy statement that the Company furnished to the U.S. Securities and Exchange Commission on October 28, 2022. The final results for the votes regarding the proposal are set forth below.
Proposal – The shareholders approved the following ordinary resolution, by votes as follows:
THAT with immediate effect upon passing, every thirty (30) issued and unissued Class A Ordinary Shares and Class B Ordinary Shares of the Company of HK$0.001 each (the “Existing Shares”) be consolidated into one (1) share of HK$0.03 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other, so that following the Share Consolidation the authorised share capital of the Company will be changed from HK$380,000.00 divided into 380,000,000 Ordinary Shares of a par value of HK$0.001 each consisting of (i) 333,374,217 Class A Ordinary Shares of a par value of HK$0.001 each, and (ii) 46,625,783 Class B Ordinary Shares of a par value of HK$0.001 each, to HK$380,000.00 divided into 12,666,666.66 Ordinary Shares of a par value of HK$0.03 each of which (i) 11,112,473.90 Class A Ordinary Shares are designated as Class A Ordinary Shares of a par value of HK$0.03 each, and (ii) 1,554,192.76 Class B Ordinary Shares are designated as Class B Ordinary Shares of a par value of HK$0.03 each (the “Share Consolidation”).
THAT all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be issued to the shareholders of the Company and the Board shall be authorised to settle as it considers expedient any difficulty resulting from the Share Consolidation and to further deal as the Board in its discretion and as it considers expedient, as appropriate, the treatment of all such issued fractional shares arising on a post-consolidation basis (together with the Share Consolidation, the “Proposal”).
| For | Against | Abstain | ||
| 965,898,077 | 1,112,219 | 99,772 |
On November 21, 2022, the Company issued a press release announcing the voting results from the EGM, a copy of which is attached to this Form 6-K as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ebang International Holdings Inc. | |||
| Date: November 21, 2022 | By: | /s/ Dong Hu | |
| Name: | Dong Hu | ||
| Title: | Chairman, Chief Executive Officer and Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release |
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Exhibit 99.1
Ebang International Holdings Inc. to Effect Reverse Stock Split
The Company’s Class A Ordinary Shares Will Begin Trading on a Split-Adjusted Basis on Tuesday, November 22, 2022.
Hangzhou, China, November 21, 2022 – Ebang International Holdings Inc. (Nasdaq: EBON, the “Company,” “we” or “our”), a global blockchain technology company, today announced that the Company’s shareholders have approved the 1-for-30 reverse split of its issued and outstanding ordinary shares (the “Reverse Stock Split”) at the Company’s extraordinary general meeting on November 20, 2022 at 8:00 a.m. (Singapore Time). The Reverse Stock Split will become effective after the close of trading day on Monday, November 21, 2022 (the “Effective Date”), which will help ensure that the Company’s Class A ordinary shares will continue to be listed on The Nasdaq Global Select Market. The Company anticipates that its Class A ordinary shares will begin trading on a split-adjusted basis when the market opens on Tuesday, November 22, 2022.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on The Nasdaq Global Select Market. The Company’s Class A ordinary shares will continue to trade on The Nasdaq Global Select Market under the existing symbol “EBON” and the new CUSIP number for the Company’s Class A ordinary shares following the Reverse Stock Split will be G3R33A 205.
Additional information about the Reverse Stock Split can be found in the Company’s proxy statement attached as Exhibit 99.1 to the Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2022, which is available free of charge at the SEC’s website, www.sec.gov.
Information for Shareholders
VStock Transfer, LLC is acting as exchange agent for the Class A ordinary shares Reverse Stock Split and will send instructions to any shareholders of record who hold stock certificates regarding the exchange of certificates for Class A ordinary shares. The Company’ corporate administrator for the Class B ordinary shares will update the register of members of the Company’s Class B ordinary shares to reflect the Reverse Stock Split. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the Reverse Stock Split. VStock Transfer, LLC may be reached for questions at (212) 828-8436. The Reverse Stock Split will also have a proportionate effect on all other options, warrants and other convertible securities outstanding as of such effective date of the Reverse Stock Split.
About Ebang International Holdings Inc.
Ebang International Holdings Inc. is a global blockchain technology company with strong application-specific integrated circuit (ASIC) chip design capability. With years of industry experience and expertise in ASIC chip design, it has become a global bitcoin mining machine producer with steady access to wafer foundry capacity. With its licensed and registered entities in various jurisdictions, the Company intends to launch a professional, convenient and innovative digital asset financial service platform to expand into the upstream and the downstream of blockchain and cryptocurrency industry value chain. For more information, please visit https://ir.ebang.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Certain statements contained herein are “forward-looking” statements within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “remain,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include, but are not limited to, statements regarding our future operating results and financial position, our business strategy and plans, expectations relating to our industry, the regulatory environment, market conditions, trends and growth, expectations relating to customer behaviors and preferences, our market position and potential market opportunities, and our objectives for future operations. Such statements are not historical facts, and are based upon the Company’s current beliefs, plans and expectations, and the current market and operating conditions. Forward-looking statements involve inherent known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance and achievements to differ materially from those contained in any forward-looking statement. These risks and uncertainties include our ability to successfully execute our business and growth strategy and maintain future profitability, market acceptance of our products and services, our ability to further penetrate our existing customer base and expand our customer base, our ability to develop new products and services, our ability to expand internationally, the success of any acquisitions or investments that we make, the efforts of increased competition in our markets, our ability to stay in compliance with applicable laws and regulations, market conditions across the cryptoeconomy and general market, political and economic conditions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made only as of the date indicated, and the Company undertakes no obligation to update or revise the information contained in any forward-looking statements as a result of new information, future events or otherwise, except as required under applicable law.
Investor Relations Contact
For investor and media inquiries, please contact:
Ebang International Holdings Inc.
Email: ir@ebang.com
Ascent Investor Relations LLC
Ms. Tina Xiao
Tel: (917) 609-0333
Email: tina.xiao@ascent-ir.com