Registration No. [•]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
| KING RESOURCES, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
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13-3784149 |
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(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification Number) |
Unit 1813, 18/F, Fo Tan Industrial Centre
26-28 Au Pui Wan Street
Fo Tan, Hong Kong
+ 852 3585 8905
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
KING RESOURCES, INC. 2022 STOCK INCENTIVE PLAN
(Full title of the plan)
FU Wah
Chief Executive Officer
King Resources, Inc.
+ 852 2818 7199
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jenny Chen-Drake, Esq.
CHEN-DRAKE LAW
1441 New Highway 96 West Suite 2, #123
Franklin, Tennessee 37064
(310) 358-0104
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,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☐ |
If an emerging growth company, 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. ☐
REGISTRATION OF ADDITIONAL SECURITIES
The Registrant has prepared
this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities
Act to register 331,000,000 additional shares of Common Stock issuable pursuant to the Registrant’s 2022 Stock Incentive Plan (the
“Plan”).
Pursuant to the Registration
Statement on Form S-8 (File No. 333-266626) filed by the Registrant with the Securities and Exchange Commission (the “Commission”)
on August 8, 2022 as amended by Amendment No. 1 to Registration Statement on Form S-8 filed with the Commission on September 15, 2022
(collectively, the “Prior Registration Statements”), the Registrant previously registered an aggregate of 202,000,000 shares
of Common Stock under the 2014 Plan.
In accordance with General
Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference, to the extent not superseded
hereby.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously filed with the SEC:
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(1) |
Our Annual Report on Form 10-K (File No. 000-56396) for the fiscal year ended March 31, 2023 filed with the SEC on July 14, 2023, pursuant to Section 13(a) under the Exchange Act of 1934 (the “Exchange Act”); |
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(2) |
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the period covered by the document referred to in (1) above; |
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(3) |
Our Current Report on Form 8-K filed with the SEC on November 20, 2023; |
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(4) |
Our Current Report on Form 8-K filed with the SEC on January 4, 2024; and |
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(5) |
The description of our Common Stock contained in Exhibit 4.2 to our Annual Report on Form 10-K (File No. 000-56396) for the fiscal year ended March 31, 2022 filed with the SEC on July 14, 2023, pursuant to Section 13(a) under the Exchange Act. |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, documents or information deemed to have been furnished and not filed in accordance with the rules of the
SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits
related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.
Item 8. Exhibits.
The Registrant has filed
the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hong Kong on the 9th day of February, 2024.
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King Resources, Inc. |
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By: |
/s/ FU Wah |
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Fu Wah |
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Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints FU Wah, his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of King Resources, Inc.,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting to the attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done
in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Name |
|
Capacity |
|
Date |
|
/s/ Fu Wah
FU Wah |
|
Chief Executive Officer, Secretary and Director
(Principal Executive Officer) |
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February 9, 2024 |
/s/ WONG Kan Tat Frederick
WONG
Kan Tat Frederick |
|
Independent Director |
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February 9, 2024 |
/s/ LO Mei Fan Pauline
LO Mei
Fan Pauline |
|
Independent Director |
|
February 9, 2024 |
EXHIBIT 5.1
CHEN-DRAKE LAW GROUP, P.C.
1441 New Highway 96 West Suite 2, #123
Franklin, Tennessee 37064
(310) 358-0104 (t); 888-896-7763 (f)
February 9, 2024
King Resources, Inc.
Unit 1813, 18/F, Fo Tan Industrial Centre
26-28 Au Pui Wan Street
Fo Tan, Hong Kong
Re: Registration Statement
on Form S-8
Ladies and Gentlemen:
This opinion is furnished
to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by King Resources,
Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration for resale under the
Securities Act of an aggregate of up to Three Hundred Thirty One Million (331,000,000) shares of the Company’s common stock, $0.0001
par value per share (the “Common Stock”), out of the Five Hundred Thirty Three Million (533,000,000) shares of the
Common Stock reserved for issuance pursuant to the King Resources, Inc. 2022 Stock Incentive Plan (the “Plan Shares”),
on behalf of the selling securityholders or their permitted transferees described in the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
As counsel to the Company
in connection with the Registration Statement, we have examined the actions taken by the Company in connection with the authorization
of the issuance of the Shares, and such documents as we have deemed necessary to render this opinion. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals
of such copies. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials
and of officers and representatives of the Company. In addition, we have assumed that the Company will receive any required consideration
in accordance with the terms of the Plan.
We express no opinion as
to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America. No opinion is expressed
herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.
Based upon and subject to
the foregoing, it is our opinion that when the Plan Shares have been issued pursuant to the applicable provisions of the Plan, and pursuant
to the agreements that accompany the Plan, and in accordance with the Registration Statement, such Plan Shares will be validly issued,
fully paid and nonassessable.
Please note that we are
opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is
based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth
herein.
We understand that you wish
to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5)
of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
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Very truly yours, |
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/s/ Chen-Drake Law |
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Chen-Drake Law |
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EXHIBIT 23.1
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J&S ASSOCIATE
PLT
202206000037 (LLP0033395-LCA) & AF002380
(Registered with PCAOB and MIA)
B-11-14, Megan Avenue II
12, Jalan Yap Kwan Seng, 50450 Kuala
Lumpur, Malaysia.
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Tel: +603-4813 9469
Email: info@jns-associate.com
Website: jns-associate.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
KING RESOURCES, INC.
We consent to the
inclusion in this Registration Statement on registration of additional securities of our report dated July 14, 2023 relating to our audit
of the consolidated balance sheet of King Resources, Inc as of March 31, 2023 and related consolidated statement of operations and comprehensive
income, stockholders’ equity (deficit), and cash flows for the year ended March 31, 2023, and the related notes thereto.
/s/ J&S Associate PLT
Certified Public Accountants
PCAOB Number: 6743
We have served as the Company’s auditor
since 2022.
Kuala Lumpur, Malaysia
February 9, 2024
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
KING RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered
(1) |
Proposed Maximum
Offering Price
Per Unit |
Maximum Aggregate
Offering Price |
Fee
Rate |
Amount of
Registration
Fee |
|
Equity |
Common Stock,
$0.001 par value per share |
Other |
331,000,000
shares (2) |
$0.0006 (3) |
$198,600 (3) |
0.00014760 |
$29.31 |
| Total
Offering Amounts |
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$29.31 |
| Total
Fees Previously Paid (4) |
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$48.57 |
| Total
Fee Offsets |
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— |
| Net
Fee Due |
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— |
| (1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover
any additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), that become
issuable in respect of the securities identified in the table above as a result of any stock dividend, stock split, recapitalization,
or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding
shares of the Registrant’s Common Stock. |
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| (2) |
Represents shares of Common Stock that may be issued pursuant to the
King Resources, Inc. 2022 Stock Incentive Plan (the “Plan”) that is being registered pursuant to this Registration
Statement. The Plan allows for an aggregate of 533,000,000 shares of Common Stock to be issued. |
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| (3) |
Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely
for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.0006, which is the average
of the high and low prices of shares of the Registrant’s Common Stock on the over-the-counter market on January 31, 2024.
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| (4) |
Paid pursuant to the Registration Statement on Form
S-8 (File No. 333-266626) filed with the Securities and Exchange Commission on August 8, 2022. |
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