Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 ended May 2024

Commission File No. 001-41493

LICHEN CHINA LIMITED

(Translation of registrant’s name into English)

15th Floor, Xingang Square, Hubin North Road,

Siming District, Xiamen City,

Fujian Province, China, 361013

(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 ☐

Closing of Registered Direct Offering

As previously disclosed in a report on Form 6-K filed by Lichen China Limited (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2024, on May 2, 2024, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with eight purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreements, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 10,380,000 Class A ordinary shares, par value $0.00004 per share (the “Class A Ordinary Shares”), at a purchase price of $0.70 per share, and for an aggregate purchase price of $7,266,000 (the “Offering”). The Class A Ordinary Shares were offered under the Company’s registration statement on Form F-3 (File No. 333-277230), initially filed with the U.S. Securities and Exchange Commission on February 21, 2024 and declared effective on March 1, 2024 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with this Offering was filed with the U.S. Securities and Exchange Commission on May 6, 2024.

The Offering closed on May 13, 2024. The Company received gross proceeds of approximately $7,266,000 from the issuance and sale of the Class A Ordinary Shares, before deducting the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes.

The foregoing description of the Securities Purchase Agreements is qualified in its entirety by reference to the full text of the Form of Securities Purchase Agreement, which is filed as Exhibit 10.1 to the Form 6-K filed by the Company with the SEC on May 6, 2024 and incorporated herein by reference. A copy of the opinion and consent of Appleby, as Cayman Islands legal counsel to the Company, regarding the legality of the issuance and sale of the ordinary shares in the Offering is attached hereto as Exhibit 5.1 and 23.1 to this report, which are incorporated by reference into the Registration Statement.

This current report on form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-277230).

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Appleby
23.1		Consent of Appleby (included in Exhibit 5.1)

SIGNATURE

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.

	Lichen China Limited

Date: May 13, 2024	By:	/s/ Ya Li
	Name:	Ya Li
	Title	Chief Executive Officer

Exhibit 5.1

Lichen China Limited	Email jlee@applebyglobal.com
Windward 3, Regatta Office Park
PO Box 1350, Grand Cayman KY1-1108	Direct Dial +852 2905 5737
Cayman Islands
	Tel +852 2523 8123
Attention The Board of Directors
	Appleby Ref 437495.0006

	7 May 2024

Suites 4201 - 03 & 12

42/F, One Island East

Taikoo Place

18 Westlands Road

Quarry Bay

Hong Kong

Tel +852 2523 8123

applebyglobal.com

Managing Partner

David Bulley

Partners

Fiona Chan

Vincent Chan

Chris Cheng

Richard Grasby

Judy Lee

Lily Miao

Marc Parrott

Lorinda Peasland

Eliot Simpson

Lichen China Limited (Company)

INTRODUCTION

This opinion as to Cayman Islands law is addressed to you in connection with the filing and offering of up to 10,380,000 series A ordinary shares, par value US$0.00004 each, of the Company (Ordinary Shares) by the Company, through a prospectus supplement (Prospectus Supplement) to a registration statement on Form F-3 (Registration Statement) filed by the Company with the U.S. Securities and Exchange Commission (SEC) under the U.S. Securities Act of 1933, as amended (Securities Act) on 21 February 2024, which became effective on 1 March 2024.

OUR REVIEW

For the purposes of giving this opinion we have examined and relied (without further verification) upon the documents listed in Schedule 1 (Documents). We have not examined any other documents, even if they are referred to in the Documents.

We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in the Documents or elsewhere) other than as expressly stated in this opinion.

Unless otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.

LIMITATIONS

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

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This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Documents or the Ordinary Shares or whether they give effect to the commercial intentions of the parties. Further, we express no opinion as to any matter pertaining to the contents of the Documents other than as expressly stated herein with respect to the issue of the Ordinary Shares.

This opinion is given solely for the benefit of the addressee in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever, save as, and to the extent provided, below.

A copy of this opinion may be provided (a) where required by law or judicial process and (b) for the purpose of information only to the addressee’s affiliates, professional advisers, auditors, insurers and regulators.

This opinion may be used only in connection with the offer and sale of the Ordinary Shares under the Prospectus Supplement dated May 2, 2024.

ASSUMPTIONS AND RESERVATIONS

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

Incorporation and Status: The Company is duly incorporated as an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity.

Good Standing: The Company is validly existing and in good standing with the Registrar of Companies of the Cayman Islands.

Authorised Share Capital: Based solely upon our review of the Constitutional Documents, the authorised share capital of the Company is US$50,000 divided into (a) 1,000,000,000 series A ordinary shares with a nominal or par value of US$0.00004 each and (b) 250,000,000 series B ordinary shares with a nominal or par value of US$0.00004 each.

Ordinary Shares: With respect to the issue of Ordinary Shares pursuant to the Prospectus Supplement, the Ordinary Shares have been duly authorised, and when (i) the issue of such Ordinary Shares has been recorded in the Company’s register of members (shareholders); and (ii) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board and the Prospectus Supplement have been satisfied and the subscription price of such Ordinary Shares specified therein (being not less than the par value of the Ordinary Shares) has been fully paid, the Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

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We consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference in the Registration Statement) and to the reference to our name under the headings “Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion may be used only in connection with the offer and sale of the Ordinary Shares under the Prospectus Supplement dated May 2, 2024.

Yours faithfully

/s/ Appleby

Appleby

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Schedule 1

Part 1

The Prospectus Supplement

A scanned copy of the Prospectus Supplementdated 2 May 2024.

Part 2

Other Documents Examined

Scanned copies of: (i) the certificate of incorporation of the Company dated 13 April 2016; (ii) the certificate of incorporation on change of name of the Company dated 11 November 2016; and (iii) the certificate of incorporation on change of name of the Company dated 7 April 2017 (collectively, Certificate of Incorporation).

Scanned copies of the amended and restated memorandum of association and articles of association of the Company filed with the Registrar of Companies on 15 June 2022 (collectively, Constitutional Documents).

A scanned copy of the certificate of good standing dated 3 May 2024 issued by the Registrar of Companies in respect of the Company (Certificate of Good Standing).

A scanned copy of the certificate of incumbency dated 3 May 2024 issued by the Company’s registered office provider in respect of the Company (Certificate of Incumbency).

A scanned copy of the unanimous written resolutions of the directors of the Company dated 2 May 2024 (Resolutions).

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Schedule 2

Assumptions

We have assumed:

(i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

that there has been no change to the information contained in the Certificate of Incorporation and that the Prospectus Supplement and the Constitutional Documents remain in full force and effect and are unamended;

that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic;

that the Prospectus Supplement does not differ in any material respects from any draft of the same which we have examined and upon which this opinion is based;

that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) issued any restrictions notice under the Companies Act in respect of the registration of the beneficial ownership of any of its shares, which restrictions notice has not been withdrawn by the Company or ceased by court order;

that there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Prospectus Supplement

that all necessary corporate action will be taken by the Board to authorise and approve any issuance of Ordinary Shares and the terms of the offering of such Ordinary Shares thereof and other related matters and that the applicable definitive purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto;

that no monies paid to or for the account of the Company in respect of the Ordinary Shares represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised) respectively);

the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of the Cayman Islands in respect of matters upon which we have expressly opined) made in the Prospectus Supplement and any other documents reviewed by us;

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10.

that (i) the Prospectus Supplement is in the form of the document approved in the Resolutions, (ii) any meeting at which the Resolutions were passed was duly convened and had a duly constituted quorum present and voting throughout and any Resolutions passed in writing were adopted in accordance with the law and the Constitutional Documents, (iii) all interests of the directors of the Company on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents, (iv) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion, and will be in full force and effect at any time when the Ordinary Shares are issued, offered or sold and that no action will be taken by the Company inconsistent with such Resolutions and (v) the directors of the Company have concluded that the issue and sale of the Ordinary Shares and such other transactions approved by the Resolutions are bona fide in the best interests of the Company and for a proper purpose of the Company;

11.

that the Certificate of Incumbency accurately reflects the names of all directors and officers of the Company as at the date the Resolutions were passed or adopted, the date the Prospectus Supplement was issued and/or executed and as at the date of this opinion;

12.

that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Prospectus Supplement and related matters including breach of duty, lack of good faith, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implications in relation to the opinions expressed in this opinion;

13.

that there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions expressed herein and there are no records of the Company, agreements, documents or arrangements other than the Constitutional Documents, the Resolutions and the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions contemplated in the Prospectus Supplement or restrict the powers and authority of the directors of the Company in any way which would affect opinions expressed in this opinion;

14.

that the members (shareholders) of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Prospectus Supplement;

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15.

that the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company;

16.

that the directors or members of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the Company’s property or assets;

17.

that upon issue of any shares (including the Ordinary Shares) the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

18.

that on the date of allotment (where applicable) and issuance of any Ordinary Shares, the Company is, and after such allotment and issuance the Company is and will be, able to pay its liabilities as they become due;

19.

that no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares;

20.

that the Registration Statement and the Prospectus Supplement have been, or will be, declared effective by the SEC prior to the issuance of the Ordinary Shares;

21.

that on the date of issue of any Ordinary Shares, the Company shall have sufficient authorised but unissued share capital available; and

22.

that there are no matters of fact or law (excluding matters of Cayman Islands law) which would affect the opinions expressed herein.

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Schedule 3

Reservations

Our opinion is subject to the following:

Other Obligations: We express no opinion as to whether the acceptance, execution or performance of the Company’s obligations under the Prospectus Supplement will result in the breach of or infringe any other agreement, deed or document (other than the Constitutional Documents) entered into by or binding on the Company.

Non-assessable: In this opinion the phrase “non-assessable” means, with respect to the Ordinary Shares, that a member of the Company shall not, by virtue of its status as a member (shareholder) of the Company and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper use or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

Jurisdiction: Where any document provides for the submission to the exclusive or non-exclusive jurisdiction of the Cayman Islands courts, the court may decline to accept jurisdiction in any matter where (a) it determines that some other jurisdiction is a more appropriate or convenient forum; (b) another court of competent jurisdiction has made a determination in respect of the same matter; or (c) litigation is pending in respect of the same matter in another jurisdiction.

Concurrent Proceedings: Proceedings may be stayed in the Cayman Islands if concurrent proceedings in respect of the same matter are or have been commenced in another jurisdiction. Notwithstanding any provision in the documents that all disputes arising under or in connection with the documents should be brought before the competent court in the jurisdiction specified in the documents, a Cayman Islands court has discretion to refuse to stay proceedings in the Cayman Islands if it is satisfied that it is just and equitable to do so and may grant leave to serve Cayman Islands proceedings outside of the Cayman Islands.

Good Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

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Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained copies of the corporate documents specified in Schedule 1 and relied exclusively on such copies for the verification of such corporate information.

Statements made in Documents: Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

Document with an “as of” Date: We express no opinion on the effectiveness of the date of any document which is dated as of or with effect from a date prior to that on which it is authorised, executed, and delivered by all parties thereto.

Foreign Laws: We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Prospectus Supplement.

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