As filed with the Securities and Exchange Commission on November 12, 2019
Registration No. 333-234056
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Darkstar Ventures, Inc.
(Exact name of Registrant as specified in its charter)
| Nevada | 5990 | 26-0299456 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
DarkStar Ventures, Inc.
7 Eliezri St.
Jerusalem 96428
Israel
+972-73-259-2084
(Address including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Registered Agents Inc.
401 Ryland Street
STE 200-A
Reno, Nevada
89502
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all Correspondence to:
SRK Kronengold Law Offices
7 Oppenheimer Street
Rabin Science Park
Rehovot, Israel
Telephone No.: +972-8-936-6000
Facsimile No.: +972-8-936-6000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please 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, 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, 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 | ☒ |
| 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered | Amount to
be | Proposed Maximum Offering Price Per Share | Proposed Offering | Amount of Registration | ||||||||||||
| Common stock, $0.0001 par value per share | 126,080 | (4) | N/A | $ | 378.24 | $ | 0.05 | (5) | ||||||||
| (1) | Relates to common stock, $0.0001 par value per share, of Darkstar Ventures, Inc., a Nevada corporation (“Darkstar”), issuable to holders of common stock, $0.0001 par value per share, of Samsara Luggage, Inc., a Delaware corporation (“Samsara”), in the proposed merger of Samsara with and into Darkstar (the “Merger”). |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933, as amended, based upon the average of the high and low prices per share of Darkstar common stock on September 26, 2019, as reported on the OTC Market Pink quotation service. |
(3) |
This fee has been calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended. |
| (4) | The Company’s earlier effective registration statement (File No. 333-234056) registered 2,589,380,000 shares of common stock. The additional shares being registered pursuant to this post-effective amendment represent less than 0.005% of the shares registered pursuant to the earlier registration statement. |
| (5) | The Company paid a registration fee of $1008.30 when it filed the earlier registration statement. |
The Registrant Statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act.
EXPLANATORY NOTE
Darkstar Technologies, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (the “Post-Effective Amendment”) pursuant to General Instruction K of Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering an additional 126,080 shares of common stock, $0.0001 par value per share, (“Common Stock”) for issuance to the holders of shares of common stock of Samsara Luggage, Inc. (“Samsara”) as part of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of May 10, 2019, between the Company and Samsara. Pursuant to the registration statement on Form S-4 (File No. 333-234056), declared effective on October 22, 2019, (the “Initial Registration Statement”), the Company registered an aggregate of 2,589,380,000 shares of Common Stock. Due to rounding up calculations, the Company needs to register an additional 126,080 shares of Common Stock.
INCORPORATION OF DOCUMENTS BY REFERENCE
This 462(b) Registration Statement incorporates by reference the contents of the Initial Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Post-Effective Amendment are listed on the Exhibit Index attached to and filed with this Post-Effective Amendment.
INDEX TO EXHIBITS
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Jerusalem, Israel, on the 12th day of November, 2019.
Darkstar Ventures, Inc.
| By: | /s/ Avraham Bengio | |
| Avraham Bengio | ||
| Chief Executive Officer |
II-2
Exhibit 5.1
SRK Kronengold Law Offices
November 12, 2019
Darkstar Ventures, Inc.
7 Eliezri Street
Jerusalem, JM
Ladies and Gentlemen:
We are issuing this opinion on behalf of Darkstar Ventures, Inc., a Nevada Corporation (the “Company”), in connection with its post-effective amendment No. 1 (the “Post-Effective Amendment”) to the Company’s registration statement on Form S-4 (File No. 333-234056) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”)) relating to the issuance by the Company of 126,080 additional shares of the Company’s common stock, par value $0.0001 per share, (the “Additional Shares”), to be issued upon consummation of the merger (the “Merger”) of Samsara Luggage, Inc. with the Company pursuant to that certain Agreement and Plan of Merger and Reorganization, by and among the Company, and Samsara (the “Merger Agreement”).
In connection with this opinion, we have examined and relied upon the Post-Effective Amendment in the form filed with the Commission on the date hereof, the Registration Statement filed with the Commission and declared effective on October 22, 2019, the Merger Agreement, the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Nevada. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
In rendering this opinion, we have assumed that prior to the issuance of any of the Additional Shares the amendment to the Company’s Certificate of Incorporation to effect an increase in the authorized capital sufficient to complete the transaction as set forth in the Registration Statement, that all other approvals for the issuance of the Additional Shares referred to in the Registration Statement have become effective and that no shares of capital stock of the Company are issued or commitments to issue capital stock made by the Company prior to consummation of the Merger, except as expressly permitted by the Merger Agreement.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that when the Additional Shares are issued in accordance with the terms and conditions set forth in the in the Registration Statement and the Merger Agreement, such Additional Shares will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to the use of our name in the Registration Statement, as amended.
| Very truly yours, | |
| /s/ SRK Kronengold Law Offices |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 of our report dated October 2, 2019, with respect to the financial statements of Darkstar Ventures, Inc. We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-4 (No. 333-234056) incorporated by reference in this Registration Statement.
| /s/ Halperin Ilanit. | |
| Certified Public Accountants (Isr.) | |
| Tel Aviv, Israel | |
| November 12, 2019 |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 of our report dated October 2, 2019, with respect to the financial statements of Samsara Luggage, Inc. We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-4 (No. 333-234056) incorporated by reference in this Registration Statement.
| /s/ Halperin Ilanit. | |
| Certified Public Accountants (Isr.) | |
| Tel Aviv, Israel | |
| November 12, 2019 |