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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number:001-39337

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

12 Marina View,#20-02B, Asia Square Tower 2, Singapore,018961

(Address of principal executive offices)

Dong Hu

Chief Executive Officer

12 Marina View,#20-02B, Asia Square Tower 2, Singapore,018961

Tel:+86 571-8817-6197

Email: ir@ebang.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A ordinary shares, par value HK$0.03 per shareEBONNasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.

An aggregate of 6,543,938.22 ordinary shares, representing 4,989,746.22 Class A ordinary shares, par value HK$0.03 per share, and 1,554,192 Class B ordinary Shares, par value HK$0.03 per share, as of April 25, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒No

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

TABLE OF CONTENTS

Page
INTRODUCTIONiii
ENFORCEABILITY OF CIVIL LIABILITIESv
FORWARD-LOOKING STATEMENTSvii
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
A.Directors and senior management1
B.Advisers1
C.Auditors1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
A.Offer statistics1
B.Method and expected timetable1
ITEM 3. KEY INFORMATION1
A.[Reserved]3
B.Capitalization and indebtedness3
C.Reasons for the offer and use of proceeds3
D.Risk factors3
ITEM 4. INFORMATION ON THE COMPANY66
A.History and development of the company66
B.Business overview66
C.Organizational structure95
D.Property, plants and equipment97
ITEM 4A. UNRESOLVED STAFF COMMENTS97
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS97
A.Operating results98
B.Liquidity and capital resources111
C.Research and development, patents and licenses, etc.113
D.Trend information113
E.Critical Accounting Policies and Estimates113
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES115
A.Directors and senior management115
B.Compensation116
C.Board practices118
D.Employees122
E.Share ownership122
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS124
A.Major shareholders124
B.Related party transactions124
C.Interests of experts and counsel125
ITEM 8. FINANCIAL INFORMATION125
A.Consolidated statements and other financial information125
B.Significant changes126
ITEM 9. THE OFFER AND LISTING126
A.Offer and listing details126
B.Plan of distribution126
C.Markets126
D.Selling shareholders126
E.Dilution126
F.Expenses of the issue126

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ITEM 10. ADDITIONAL INFORMATION126
A.Share capital126
B.Memorandum and articles of association126
C.Material contracts131
D.Exchange controls131
E.Taxation131
F.Dividends and paying agents139
G.Statement by experts140
H.Documents on display140
I.Subsidiary information140
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK140
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES141
A.Debt securities141
B.Warrants and rights141
C.Other securities141
D.American Depositary Shares141
PART II142
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES142
A.Defaults142
B.Arrears and delinquencies142
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS142
ITEM 15. CONTROLS AND PROCEDURES143
A.Disclosure controls and procedures143
C.Attestation report of the registered public accounting firm144
D.Changes in internal control over financial reporting144
ITEM 16. [RESERVED]144
ITEM 16A. Audit committee financial expert144
ITEM 16B. Code of ethics145
ITEM 16C. Principal accountant fees and services145
ITEM 16D. Exemptions from the listing standards for audit committees146
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers146
ITEM 16F. Change in registrant’s certifying accountant146
ITEM 16G. Corporate governance146
ITEM 16H. Mine safety disclosure146
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections146
ITEM 16J. Insider Trading Policies146
Item 16K. Cybersecurity147
PART III149
ITEM 17. Financial statements149
ITEM 18. Financial statements149
ITEM 19. Exhibits149
Index to Consolidated Financial StatementsF-1

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.