F-6 POS

As filed with the Securities and Exchange Commission on July 9, 2020

Registration No. 333-221234

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

VAPIANO SE

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

GERMANY

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

It is proposed that this filing become effective under Rule 466

☒ immediately upon filing

☐ on (Date) at (Time)

If a separate statement has been filed to register the deposited shares, check the following box. ☐

EXPLANATORY NOTE

The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

	Item -1.	Description of Securities to be Registered
Item Number and Caption			Location in Form of Receipt Filed Herewith as Prospectus
1.       Name and address of depositary			Introductory Article
2.       Title of American Depositary Shares and identity of deposited securities			Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by each American Depositary Share			Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities			Articles number 8 and 12
(iii)   The collection and distribution of dividends			Articles number 9 and 13
(iv)  The transmission of notices, reports and proxy soliciting material			Article number 8
(v)   The sale or exercise of rights			Articles number 4 and 9
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization			Articles number 9 and 11
(vii)  Amendment, extension or termination of the deposit agreement			Article number 13 and 18
(viii)  Rights of holders of American Depositary Shares to inspect the transfer books of the depositary and the list of holders of American Depositary Shares			Article number 3
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities			Articles number 2, 3, 4, 6, 11, 12 and 14
(x)   Limitation upon the liability of the depositary			Articles number 5, 8, 9, 12, 13 and 19

Item - 2.	Available Information
	Public reports furnished by issuer	Article number 8

Part II- Information Not Required in Prospectus.

Item – 3.	Exhibits
1.	Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder. – Previously Filed
4.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. Previously Filed
5	Certification under Rule 466. – Filed herewith as Exhibit 5.

Item – 4. Undertakings

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of American Depositary Shares thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 9, 2020.

Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Vapiano SE.

By: The Bank of New York Mellon,
As Depositary

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title: Managing Director

INDEX TO EXHIBITS

Exhibit
Number Exhibit

5 Certification under Rule 466.

EX-5

Exhibit 5

Certification Under Rule 466

The Depositary, The Bank of New York Mellon, represents and certifies the following:

(1) That it previously has filed a Registration Statement on Form F-6 (Vapiano SE, Registration No. 333-221234), which the Commission declared effective, with terms of deposit identical to the terms of deposit of this Registration Statement, except for the number of foreign securities a Depositary Share represents.

(2) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

THE BANK OF NEW YORK MELLON,
As Depositary

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title: Managing Director