Wetouch Technology Inc S-1/A, filed Dec 15, 2023
Wetouch Technology Inc. (WETH)
As filed with the Securities and Exchange Commission on December 15, 2023
Registration No. 333-270726
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WETOUCH TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)
| Nevada | 3571 | 20-4080330 | ||
| (State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
No. 29, Third Main Avenue
Shigao Town, Renshou County
Meishan, Sichuan, 620500 China
(86) 028-37390666
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
VCorp Services, LLC
701 S. Carson Street
Carson City, Nevada 89701
Telephone: (888) 528-2677
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark Crone, Esq. The Crone Law Group, P.C. 420 Lexington Avenue, Suite 2446 New York, New York 10170 Telephone: (646) 861-7891 |
Kevin Sun, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW, Suite 500 Washington, D.C. 20036 Telephone: (202) 869-0888 |
Approximate date of commencement of proposed sale to the public: As soon as practicable and from time to time after this Registration Statement is declared 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, 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 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 statement number of the earlier effective registration statement for the same offering. ☐
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. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 13(a) of the Exchange Act. ☐
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, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
Wetouch Technology Inc. is filing this Amendment No. 5 (“Amendment No. 5”) to the Registration Statement on Form S-1 (Registration No. 333-270726), originally filed on March 21, 2023 (the “Registration Statement”), as an exhibit-only filing solely to update and file Exhibit 23.1. Accordingly, this Amendment No. 5 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed with this Amendment No. 5. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
| (a) | Exhibits |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith | |
| ** | Previously filed | |
| (1) | Incorporated by reference to the Company’s Registration Statement on Form 10 filed with the SEC on October 15, 2020. | |
| (2) | Incorporated by reference to the Company’s Registration Statement on Form 10/A filed with the SEC on November 30, 2020. | |
| (3) | Incorporated by reference to the Company’s Registration Statement on Form 10-K filed with the SEC on March 24, 2021. | |
| (4) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2021. | |
| (5) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2021. | |
| (6) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2021. | |
| (7) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021. | |
| (8) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2021. | |
| (9) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2023. | |
| (10) | Indicate management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chengdu, Sichuan Province, PRC, on this 15th day of December, 2023.
| WETOUCH TECHNOLOGY INC. | ||
| By: | /s/ Zongyi Lian | |
Zongyi Lian Chief Executive Officer and President (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Zongyi Lian | Chief Executive Officer and President | December 15, 2023 | ||
| Zongyi Lian | (Principal Executive Officer) | |||
| /s/ Yuhua Huang | Chief Financial Officer | December 15, 2023 | ||
| Yuhua Huang | (Principal Financial and Accounting Officer) | |||
| /s/ * | Chairman and Director | December 15, 2023 | ||
| Fei Bai | ||||
| /s/ * | Director | December 15, 2023 | ||
| Jiaying Cai | ||||
| /s/ * | Director | December 15, 2023 | ||
| Jing Chen | ||||
| /s/ * | Director | December 15, 2023 | ||
| Xiaojin Tang | ||||
| /s/ * | Director | December 15, 2023 | ||
| Congjin Wang |
| *By: | /s/ Zongyi Lian | |
| Zongyi Lian | ||
| Attorney-in-Fact |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in the amendment No.5 to Registration Statement on Form S-1 of our report dated April 17, 2023, relating to the consolidated financial statements of Wetouch Technology Inc. as of and for the years ended December 31, 2022 and 2021, to all references to our firm included in this Registration Statement filed with the U.S. Securities and Exchange Commission on December 15, 2023.
/s/ B F Borgers CPA PC
Lakewood, Colorado
December 15, 2023