As
filed with the Securities and Exchange Commission on December 23, 2025
Registration
No. 333-288404
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
AMENDMENT
NO. 1 TO
FORM
F-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
TAOPING
INC.
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
N/A |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
Number) |
21st
Floor, Everbright Bank BuildingZhuzilin, Futian District
Shenzhen,
Guangdong 518040
People’s
Republic of China
+86-755-88319888
(Address
and telephone number of registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
(800)
221-0102
(Name,
address, and telephone number of agent for service)
Copies
of Correspondence to:
Kevin
(Qixiang) Sun, Esq.
Bevilacqua
PLLC
1050
Connecticut Avenue, NW, Suite 500
Washington,
DC 20036
202-869-0888
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
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 for an offering 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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 this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form F-3 (the “Registration Statement”)
is being filed solely for the purpose of filing updated auditor’s consent, which is filed herewith as Exhibit 23.1. No changes
have been made to the Registration Statement filed on June 27, 2025 other than this explanatory note as well as revised versions of the
cover page and exhibit index of the Registration Statement. Accordingly, this Amendment No. 1 consists only of the cover page, this explanatory
note, Part II of the Registration Statement, and updated Exhibit 23.1. The prospectus is unchanged and has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers.
BVI
law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the BVI courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime.
Subject
to the provisions of the BVI Business Companies Act (As Revised) (the “Act”), the company’s memorandum and articles
of association provide that the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:
| |
(a) |
is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director of the Company; or |
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|
|
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(b) |
is
or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or
a partnership, joint venture, trust or other enterprise. |
Pursuant
to the Act, the indemnity applies only to a person who has acted honestly and in good faith and in what he believed to be the best interests
of the Company and, in the case of criminal proceedings, provided the person had no reasonable cause to believe that his conduct was
unlawful. The Company shall not indemnify a person who has not so acted, and any indemnity given to such a person is void and of no effect.
The
termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that
the person had reasonable cause to believe that his conduct was unlawful.
Expenses,
including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company
in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount
if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with the company’s
memorandum and articles of association.
Expenses,
including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by
the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director
to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in
accordance with the Company’s memorandum and articles of association and upon such other terms and conditions, if any, as the Company
deems appropriate.
The
indemnification and advancement of expenses provided by, or granted pursuant to, the memorandum and articles of association is not exclusive
of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, resolution
of members, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting
in another capacity while serving as a director of the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
At
present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required
or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.
Item
9. Exhibits.
The
following exhibits are filed herewith or incorporated by reference:
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1+ |
|
Underwriting Agreement |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the registrant (incorporated by reference to Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the registrant on August 20, 2025) |
| |
|
|
| 4.1 |
|
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form F-4, as amended, filed on June 21, 2012 (file No. 333-182247)) |
| |
|
|
| 4.2 |
|
Form of Indenture relating to debt securities (incorporated by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-3, as amended, filed on January 14, 2022 (file No. 333-262181)) |
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|
|
| 4.3+ |
|
Form of Warrant Agreement (including form of Warrant
Certificate) |
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|
|
| 4.4+ |
|
Form of Unit Agreement (including form of Unit Certificate) |
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|
|
| 5.1* |
|
Opinion of Maples and Calder |
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|
|
| 5.2* |
|
Opinion of Bevilacqua PLLC |
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|
|
| 23.1 |
|
Consent of PKF Littlejohn LLP, Independent Registered Public Accounting Firm |
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|
|
| 23.2* |
|
Consent of Maples and Calder (included in Exhibit 5.1) |
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|
|
| 23.3* |
|
Consent of Bevilacqua PLLC (included in Exhibit 5.2) |
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|
|
| 24.1* |
|
Power of Attorney (included on signature page hereof) |
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|
|
| 25.1** |
|
Statement of Eligibility of the Trustee |
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|
|
| 107* |
|
SEC Filing Fee Table |
| * |
Previously filed. |
| ** |
To be filed separately
pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, if applicable. |
| + |
To be filed as an exhibit
to a post-effective amendment to this registration statement or as an exhibit to a report of the registrant filed pursuant to the
Securities Exchange Act of 1934, if applicable, and incorporated herein by reference. |
Item
10. Undertakings.
| (a) |
The undersigned registrant
hereby undertakes: |
| |
(1) |
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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(i) |
to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”); |
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|
|
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(ii) |
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 set forth 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of
Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
and |
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|
|
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(iii) |
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, |
provided,
however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment
by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2) |
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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|
|
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(3) |
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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|
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(4) |
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 Securities 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 (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. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Form F-3. |
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|
|
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(5) |
That, for the purpose of
determining liability under the Securities Act, as amended, to any purchaser: |
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(i) |
Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus
was deemed part of and included in this registration statement; and |
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|
|
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(ii) |
Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act, as amended, shall be deemed to be part of and included in this registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. 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 effective date, 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 effective date. |
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(6) |
That, for the purpose of
determining liability of the registrant under the Securities Act, as amended, 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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(i) |
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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(ii) |
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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|
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(iii) |
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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|
|
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(iv) |
Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) |
The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934, as amended), that is incorporated by reference in the registration statement 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) |
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended,
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 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
Act and will be governed by the final adjudication of such issue. |
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|
| (d) |
The undersigned registrant
hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act, or the Act, in accordance with the rules and regulations prescribed by the SEC under section
305(b)(2) of the Act. |
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Shenzhen, Guangdong Province, People’s Republic of China, on this 23rd day
of December, 2025.
| |
TAOPING INC. |
| |
|
|
| |
By: |
/s/ Jianghuai
Lin |
| |
|
Jianghuai Lin |
| |
|
Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons
in the capacities indicated.
| SIGNATURE |
|
TITLE |
|
Date |
| |
|
|
|
|
| /s/ Jianghuai
Lin |
|
Chief Executive Officer and Chairman of the Board |
|
December 23, 2025 |
| Jianghuai Lin |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Liqiong (Iris) Yan |
|
Chief Financial Officer |
|
December 23, 2025 |
| Liqiong (Iris) Yan |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director and President |
|
December 23, 2025 |
| Zhiqiang Zhao |
|
|
|
|
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|
|
|
|
| * |
|
Director |
|
December 23, 2025 |
| Yong Jiang |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 23, 2025 |
| Remington C.H. Hu |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 23, 2025 |
| Ping Cai |
|
|
|
|
| *By: |
/s/
Jianghuai Lin |
|
| |
Jianghuai Lin |
|
| |
Chief Executive Officer |
|
| |
Attorney-in-Fact |
|
SIGNATURE
OF AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant
to the Securities Act, the undersigned, the duly authorized representative in the United States of Taoping Inc., has signed this registration
statement or amendment thereto in New York, New York, U.S.A. on December 23, 2025.
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Authorized U.S. Representative Cogency
Global Inc. |
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|
|
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By: |
/s/Colleen
A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice President on behalf of Cogency Global Inc. |
