6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2022

Commission File Number 001-34738

Luokung Technology Corp.

(Translation of registrant’s name into English)

B9-8, Block B, SOHO Phase II, No. 9, Guanghua Road, Chaoyang District,

Beijing People’s Republic of China 100020

(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 ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 6-K/A (the “Amendment”) amends the Report of Foreign Private Issuer on Form 6-K originally filed by Luokung Technology Corp. (the “Company”) on July 26, 2022 (the “Original Form 6-K”). The purpose of the Amendment is to include Exhibits 5.1 and 5.2, which were not included in the Original Form 6-K. Except as provided herein, the disclosures made and exhibits filed in the Original Form 6-K remain unchanged.

Financial Statements and Exhibits

Exhibits.

Number
5.1	Opinion of Conyers Dill & Pearman
5.2	Opinion of Pryor Cashman LLP

1

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, thereunto duly authorized.

Date: July 28, 2022

LUOKUNG TECHNOLOGY CORP.
By:	/s/ Xuesong Song
	Name:	Xuesong Song
	Title:	Chief Executive Officer

2

EX-5.1

Exhibit 5.1

28 July 2022

Matter No.: 864069

Doc ref: 108244958.3
852 2842 9530
Richard.hall@conyers.com

Luokung Technology Corp.

LAB 32, SOHO 3Q, No 9

Guanghua Road

Chaoyang District

Beijing

People’s Republic of China

Dear Sir/ Madam,

Re: Luokung Technology Corp. (the “Company”)

We have acted as special British Virgin Islands legal counsel to the Company in connection with a registration statement on form F-3 originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on 8 August 2019, and was declared effective by the Commission on 16 August 2019 (the “Registration Statement”), the base prospectus dated 16 August 2019 and the prospectus supplement dated 26 July 2022 (the “Prospectus Supplement”), relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of the Company’s ordinary shares par value US$0.01 each (the “Ordinary Shares”).

The Registration Statement and the Prospectus Supplement relate to the offering by the Company of (i) 26,666,667 Ordinary Shares (the “Offer Shares”), (ii) investor warrants (the “Investor Warrants”) to purchase up to 26,666,667 Ordinary Shares (the “Investor Warrant Shares”) and the 26,666,667 Ordinary Shares issuable upon exercise of the Investor Warrants, and (iii) placement agent warrants (the “Placement Agent Warrants”) to purchase up to 800,000 Ordinary Shares (the “Placement Agent Warrant Shares” and, together with the Investor Warrant Shares, the “Warrant Shares”) and the 800,000 Ordinary Shares issuable upon exercise of the Placement Agent Warrants.

1. DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined the following document(s):

1.1. a copy of the Registration Statement;

1.2. a copy of the Prospectus Supplement;

1.3. a copy of the placement agency agreement between (i) the Company, and (ii) the Placement Agent dated 26 July 2022;

1.4. a form of the Securities Purchase Agreement between (i) the Company and (ii) each purchaser identified on the signature pages thereto (the “Securities Purchase Agreement”);

1.5. a form of the warrant agreement between (i) the Company, and (ii) the placement agent in respect of the Placement Agent Warrants (the “Placement Agent Warrant Agreement”); and

1.6. a form of the warrant agreement between (i) the Company, and (ii) each investor in respect of the Investor Warrants (the “Investor Warrant Agreement” and, together with the Placement Agent Warrant Agreement, the “Warrant Agreements”).

The documents listed in items 1.1 through 1.6 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed:

1.7. a copy of the certificate of incorporation, the memorandum of association and the articles of association of the Company, as obtained from the Registrar of Corporate Affairs on at 4:00 p.m. on 26 July 2022 (the “Registry Search Time”);

1.8. copies of (i) resolutions in writing signed by all the directors of the Company and dated 25 July 2022 and (i) resolutions in writing signed by all the members of a pricing committee of the board of directors of the Company and dated 25 July 2022 (the “Resolutions”);

1.9. a copy of a certificate of good standing issued by the Registrar of Corporate Affairs and dated 26 July 2022; and

1.10. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2. ASSUMPTIONS

We have assumed:

2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2. that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3. the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby;

2.4. the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us;

2.5. that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein;

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2.6. the validity and binding effect under the laws of the United States (the “Foreign Laws”) of the Documents which are expressed to be governed by such Foreign Laws in accordance with their respective terms;

2.7. the Prospectus Supplement will be filed with the Commission;

2.8. that on the date of entering into the Documents the Company is, and after entering into the Documents the Company is and will be able to, pay its liabilities as they become due; and

2.9. that on the issue of any Ordinary Shares by the Company, the Company will receive consideration therefore at least equal to the par value of such Ordinary Share.

3. QUALIFICATIONS

3.1. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands.

4. OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1. The Company is duly incorporated and existing under the laws of the British Virgin Islands in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands).

4.2. The Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents and the allotment and issue of the Offer Shares and the Warrant Shares.

4.3. When issued and paid for in accordance with the Documents, the Offer Shares and the Warrant Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

We hereby consent to the filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference into the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in 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.

Yours faithfully,

Conyers Dill & Pearman

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EX-5.2

Exhibit 5.2

 

July 28, 2022

Luokung Technology Corp.

B9-8, Block B, SOHO Phase II, No. 9, Guanghua Road, Chaoyang District,

Beijing People’s Republic of China 100020

Re:	Registration Statement on Form F-3
	(Registration No. 333-233108)

Ladies and Gentlemen:

We have acted as counsel to Luokung Technology Corp., a British Virgin Islands company (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”) that was declared effective by the Securities and Exchange Commission (the “Commission”) on August 16, 2019, and the related prospectus contained therein (the “Prospectus”) and the prospectus supplement dated July 26, 2022 and filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Prospectus Supplement”), relating to the offering and sale by the Company of (i) 26,666,667 ordinary shares, par value $0.01 per share, of the Company (the ordinary shares of the Company being referred to herein as the “Ordinary Shares”), (ii) warrants to the investors (the “Investor Warrants”) to purchase up to 26,666,667 Ordinary Shares and (iii) warrants to the placement agent and/or its designees (the “PA Warrants”, and together with the Investor Warrants, the “Warrants”) to purchase up to 800,000 Ordinary Shares. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that the Warrants will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

We consent to the filing of this opinion with the SEC as Exhibit 5.2 to the Company’s Amendment No. 1 to the Report of Foreign Private Issuer on Form 6-K filed on July 26, 2022, which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States.

Very truly yours,

/s/ PRYOR CASHMAN LLP