Delaware
(State
of incorporation or other
jurisdiction
of incorporation)
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65-1129912
(I.R.S. Employer
Identification No.)
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Large
accelerated filer ¨
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Accelerated
filer ¨
|
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Non-accelerated
filer x (Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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Title of each class of
securities to be registered
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Amount to be
registered(1)(2)
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Proposed
maximum
offering
price
per unit(2)(3)(4)
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Proposed
maximum
aggregate
offering
price(2)(3)
(4)(5)
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Amount of
Registration
fee(6)
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||||||||||||
Common
Stock, par value $0.001 per share
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— | — | — | — | ||||||||||||
Preferred
Stock, par value $0.001 per share
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— | — | — | — | ||||||||||||
Warrants
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— | — | — | — | ||||||||||||
Total
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$ | 2,600,000 | $ | 185.38 |
(1)
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In
accordance with Rule 462(b) promulgated under the Securities Act an
additional amount of securities having a proposed maximum aggregate
offering price of no more than 20% of the maximum aggregate offering price
of the securities eligible to be sold under the Registration Statement on
Form S-3 (File No. 333-163474), as amended, is hereby
registered.
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(2)
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An
indeterminate number of or aggregate principal amount of the securities is
being registered as may at various times be issued at indeterminate
prices, with an aggregate public offering price not to exceed $15,600,000
or the equivalent thereof in one or more currencies, less the aggregate
dollar amount of all securities previously issued
hereunder. Any securities registered hereunder may be sold
separately or as units with other securities registered
hereunder. The proposed maximum initial offering price per
security will be determined, from time to time, by the registrant in
connection with the issuance by the registrant of the securities
registered hereunder. The securities registered also include
such indeterminate number of shares of common stock and preferred stock as
may be issued upon conversion of or exchange for preferred stock that
provide for conversion or exchange, upon exercise of warrants or pursuant
to the anti-dilution provisions of any such securities. In
addition, pursuant to Rule 416 under the Securities Act, the securities
being registered hereunder include indeterminate number of shares of
common stock and preferred stock as may be issuable with respect to the
shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions.
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(3)
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Represents
only the additional amount of securities being registered. Does
not include the securities that the Registrant previously registered on
the Registration Statement on Form S-3 (File No.
333-163474).
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(4)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(o).
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(5)
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Includes
consideration to be received by us for registered securities that are
issuable upon exercise, conversion or exchange of other registered
securities.
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(6)
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Represents
the registration fee only for the additional number of shares being
registered. A filing fee of $926.90 was previously paid for the
securities that the Registrant previously registered on the Registration
Statement on Form S-3 (File No.
333-163474).
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PUDA
COAL, INC.
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By:
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/s/ Qiong
Wu
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Qiong
Wu
Chief
Financial Officer
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Signature
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Title
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Date
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/s/
Liping Zhu
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Chief
Executive Officer (Principal
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February
11, 2010
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||
Liping
Zhu
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Executive
Officer) and director
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|||
/s/
Qiong Wu
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Chief
Financial Officer (Principal
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February
11, 2010
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||
Qiong
Wu
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Financial
and Accounting Officer)
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|||
/s/
Ming Zhao
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Chairman
of Board
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February
11, 2010
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||
Ming Zhao
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||||
/s/
Jianfei Ni
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Director
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February
11, 2010
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Jianfei Ni
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||||
/s/
C. Mark Tang
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Director
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February
11, 2010
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C. Mark Tang
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||||
/s/
Lawrence Wizel
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Director
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February
11, 2010
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Lawrence
Wizel
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Exhibits
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5.1
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Opinion
of Goodwin Procter LLP
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23.1
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Consent
of Moore Stephens, Independent Accountants
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23.2
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Consent
of Goodwin Procter LLP (included in Exhibit 5.1)
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24.1
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Power
of Attorney (see signature page)
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