As filed with the Securities and Exchange Commission on June 22, 2026.
File No. 000-56853
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
BioKey (Cayman), Inc.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 93-3535498 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
|
44370 Old Warm Springs Blvd. Fremont, CA, United States |
94538 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (845) 291-1291 (Registrant’s telephone number, including area code) | ||
Copies to:
|
T.S. Jiang Fremont, CA, United States |
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Title of Each Class to be so Registered
Ordinary Shares, par value $0.0001
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| 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 standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Explanatory Note
We are filing this Amendment No. 1 to the Registration Statement on Form 10-12G initially filed on May 28, 2026, to provide all figures and information previously omitted from the initial filing.
BIOKEY (CAYMAN), INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
This Registration Statement on Form 10 of BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability (the “Registrant” or “BioKey Cayman”), incorporates by reference information contained in the information statement of BioKey Cayman filed as Exhibit 99.1 hereto (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business
The information required by this item is contained under the sections “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions,” “Where You Can Find More Information” and “Index to Consolidated Financial Statements” and in the financial statements referenced in the information statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section “Business—Properties and Facilities” of the Information Statement. This section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement. The section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management and Board of Directors” of the Information Statement. The section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the sections “Management and Board of Directors” and “Executive Compensation” of the Information Statement. Those sections are incorporated herein by reference.
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Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management and Board of Directors” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. This section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters
The information required by this item is contained under the sections “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” and “Description of Our Ordinary Shares” of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
None.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the section “Description of Our Ordinary Shares” of the Information Statement. The section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Description of Our Ordinary Shares” and “Certain Relationships and Related Party Transactions—Agreements with ABVC BioPharma, Inc. —Separation and Distribution Agreement” of the Information Statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Selected Historical and Unaudited Pro Forma Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements,” “Index to Consolidated Financial Statements” and the financial statements referenced therein beginning on page F-1 of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
| a. | Financial Statements and Exhibits |
The information required by this item is contained under the section “Index to Consolidated Financial Statements” and the financial statements referenced therein beginning on page F-1 of the Information Statement. This section is incorporated herein by reference.
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| b. | Exhibits. |
The following documents are filed as exhibits hereto:
| † | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to the Separation Agreement have been omitted. BioKey (Cayman), Inc. hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| BioKey (Cayman), Inc. | ||
| By: | /s/ T.S. Jiang | |
| Name: | T.S. Jiang | |
| Title: | Chief Executive Officer | |
Dated: June 22, 2026
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