Washington, D.C. 20549

AMENDMENT NO. 2

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File No. 0-26675

NOVAGANT CORP.

(Exact Name of registrant as specified in its charter)

Suite 2006, AIA Kowloon Tower, Landmark East, 100 How Ming Street,  

KT, Hong Kong 19801 Hong Kong

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, including area code: (852) 9407-9401

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨  No x.

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes ¨ No x.

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes: x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yesx No ¨.

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐  No x.

The aggregate market value of the voting and non-voting common equity held by non-affiliate of the registrant as of August 9, 2023 was approximately $6,113,916 based on the closing price on August 9, 2023.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock, $0.001 par value – 493,639,025 shares, as of August 18, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

The Annual Report of Novagant Corp. on Form 10-K for the fiscal year ended March 31, 2023 (the “Form 10-K”), was filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2023.  

This Amendment No. 2 to the Company’s Form 10-K (the “Amendment”) amends our annual report on Form 10-K for the year ended March 31, 2023 (the “Annual Report”). The purpose of this Amendment is (i) to amend Item 9C of the Annual Report to provide the disclosures required under Item 9C(b) of Form 10-K, (ii) to revise the last paragraph required by Item 9C(a) of Form 10-K in the form of an exhibit 99.1, (iii) to amend the articles of incorporation of the corporation at Exhibit 3.1(a) under Item 9B on September 8, 2023, (iv) to amend the Certificate of Designation of Series A Preferred Stock at Exhibit 3.4(a2) under Item 9B on September 11, 2023, and (v) to update regarding the Series A Preferred shareholder list in the table of “Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters” under Item 12 on page 44.

Apart from expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.

ITEM 9B. OTHER INFORMATION

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 8, 2023, the Company filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to amend and restate Article FOURTH, Article SEVENTH and add Article TWELFTH herewith as Exhibit 3.1(a). On September 11, 2023, the Company filed with the office of the Secretary of State of Nevada a Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, to amend the one which is in direct conflict with the Corporation’s Amended and Restated Articles of Incorporation, specifically with regard to the rights granted to the holders of the Series A Preferred Stock. As a result, the Corporation effects a formal amendment of the Certificate pursuant to the Nevada Revised Statutes as Exhibit 3.4(a2) to this Current Report on Form 10-K and is incorporated by reference herein.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

The public auditor for the Company of this Form 10-K and in respect of audit report for the financial statements included in this Form 10-K has been identified by the Public Company Accounting Oversight Board or “PCAOB” as being a PCAOB registered public accounting located in a foreign jurisdiction and that the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. This identification was made in the PCAOB’s “Board Determinations under the Holding Foreign Companies Accountable Act (“HFCAA”) (15 U.S.C. §§7214(i), 7214a) (“PCAOB Report”). The Company believes that it is a “foreign private issuer” under Rule 3b-4(c) of the Exchange Act and is not excepted from the following disclosures.

During our fiscal year 2022, on August 5, 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. In the case of Company’s public auditor, Zhen Hui Certified Public Accountants, it is based in Hong Kong SAR and listed in the PCAOB Report as being a Hong Kong SAR based, PCAOB-registered public audit firm. The PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, pertaining to the audit report which was issued from our auditor for the fiscal year ended March 31, 2022. On December 15, 2022, the PCAOB announced it was able to secure complete access to inspect and investigate public audit firms in China and Hong Kong SAR for the first time. Thus, the PCAOB board issued a HFCAA determination report that vacated its December 16, 2021 determinations and removed China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate the registered public accounting firms. As originally enacted, the HFCAA required the SEC to initially prohibit trading in the securities of an issuer that is a Commission-identified issuer for three consecutive years. On December 29, 2022, the President signed into law the Consolidated Appropriations Act 2023, which, among other things, amends the HFCAA to reduce this timeframe from three consecutive years to two consecutive years. On December 18, 2022, the SEC announced that due to the December 15, 2022 action by the PCAOB, and until such time as the PCAOB issues any new determination, there are no SEC-reporting companies at risk of having their securities subject to a trading prohibition under the HFCAA. As such, as of the date of this filing of this Form 10-K, the Company is not a Commission Identified Issuer under the HFCAA and is not subject to having its Common Stock delisted under HFCAA.

With respect to the financial statements for the fiscal year ended March 31, 2023 and included in this Form 10-K, or as required disclosures under this Item 9C:

Novagant Corp. is a holding company, incorporated in Nevada. Ever Full Logistics Limited “EFLL”, a wholly-owned subsidiary of the Company incorporated in Hong Kong. EFLL’s operations are based in Hong Kong. We have no business operations in China. The Company is controlled by WeiQun Chen, who beneficially owned (determined in accordance with the SEC rules) 60.77% of the Company’s outstanding ordinary shares and 100% of the Company’s Preferred Series B shares, and held such percentage of the Company’s aggregate voting power as of June 29, 2023. There are no shares of EFLL owned by any governmental entities in China or Hong Kong.

As of the date of this Form 10-K, to our best knowledge, (i) no foreign governmental entities in China or Hong Kong own any ordinary shares of any capital stock of record of the Company, the consolidated foreign operating entities or the consolidated variable interest entities (the “VIEs”), (ii) the Company is not a party to any material contracts with such a foreign governmental party, no governmental entities in China or Hong Kong have any controlling financial interest in our company, our consolidated foreign operating entities or the VIEs, also based on the fact that, as of such date, no such governmental entity had filed a Schedule 13D or 13G with respect to the Company’s securities, (iii) none of the members of our board of directors or the boards of our consolidated foreign operating entities, including the VIEs, are officials of the Chinese Communist Party or Hong Kong SARS, there is no such foreign government representative on the Company’s board of directors or the boards of our consolidated foreign operating entities, including the VIEs, none of our board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party. Please refer to the affidavit provided by our auditor at Exhibit 23.2 as the basis for our disclosure, and (iv) our memorandum and

articles of incorporation, as amended and as originally filed with the State of Nevada, the articles of our consolidated foreign operating entities or the VIEs, do not contain wording from any charter or charter provisions of the Chinese Communist Party, including the text of any such charter.

For information supporting our assertion that governmental entities in China do not have a controlling financial interest in our company, please see the Supplemental Submission pursuant to Item 9C(a) of Form 10-K furnished as Exhibit 99.1 to this Form 10-K/A.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 31, 2023 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock, and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

3. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

SIGNATURES

Pursuant to the requirements of Section13 or 15(d) 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.