F-6 1 e618888_f6-arm.htm

 

As Filed with the Securities and Exchange Commission on August 21, 2023

Registration No. 333 -     

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

 

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

_____________

 

Arm Holdings Limited1

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

_____________

 

N/A

(Translation of issuer’s name into English)

 

England and Wales

(Jurisdiction of incorporation or organization of issuer)

____________________________

 

CITIBANK, N.A. 

(Exact name of depositary as specified in its charter)

_____________

 

388 Greenwich Street

New York, New York 10013

(877) 248-4237

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

_____________

 

Arm, Inc.
120 Rose Orchard Way
San Jose, CA  95134
Tel: (408) 576-1500

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

____________________________

 

Copies to:

 

Justin R. Salon, Esq.
R. John Hensley, Esq.
John T. Owen, Esq.
Morrison & Foerster LLP
2100 L Street, NW, Suite 900
Washington, D.C. 20037
(202) 887-1500		 Kenneth A. Siegel, Esq.
Jesse S. Gillespie, Esq.
Morrison & Foerster LLP
Shin-Marunouchi Building, 29th Floor
5-1, Marunouchi 1-Chome
Chiyoda-ku, Tokyo, Japan  100-6259
+81-3 3214 6522		 Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
(212) 336-2301

____________________________

 

It is proposed that this filing become effective under Rule 466:  ☐ immediately upon filing.
   ☐ on (Date) at (Time).

 ____________________________

 

If a separate registration statement has been filed to register the deposited shares, check the following box: ☒

  

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered		 Amount to be
Registered

Proposed Maximum 

Aggregate Price Per Unit*

Proposed Maximum

Aggregate Offering Price**

Amount of

Registration Fee

 

American Depositary Shares (“ADS(s)”), each ADS representing the right to receive one (1) ordinary share of Arm Holdings Limited (the “Company”) 2,000,000,000 ADSs $5.00 $100,000,000.00 $11,020.00

 

*     Each unit represents 100 ADSs.

**   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

 

 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

1 Arm Holdings Limited, a company with limited liability incorporated under the laws of England and Wales, will become the holding company of Arm Limited and will be the sponsor of the ADR program. Arm Holdings Limited intends to alter its legal status under English law from a private limited company to a public limited company and change its name from “Arm Holdings Limited” to “Arm Holdings plc”. This registration statement will be amended to reflect such changes prior to effectiveness.

 

 

 

 

This Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 

 

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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 American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

     
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities   Face of Receipt  - Top Center.
         
Terms of Deposit:    
       
  (i) The amount of deposited securities represented by one American Depositary Share (“ADSs”)   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v) The sale or exercise of rights  

Reverse of Receipt – Paragraphs (15) and (17).

         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (15) and (17).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).
         

 

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Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus          

         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
3.     Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2.   AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

Arm Holdings Limited is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

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PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 1.EXHIBITS

 

(a)Form of Deposit Agreement, by and among Arm Holdings Limited (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a).

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None.

 

(d)Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d).

 

(e)Certificate under Rule 466. ___ None.

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.

 

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Item 2.UNDERTAKINGS

 

(a)The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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 an ADS thirty (30) days before any change in the fee schedule.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Arm Holdings Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 21st day of August, 2023.

 

  Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share of Arm Holdings Limited
   
  CITIBANK, N.A., solely in its capacity as Depositary
       
  By: /s/ Leslie DeLuca
    Name:   Leslie DeLuca
    Title:     Attorney-in-Fact

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, Arm Holdings Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Cambridge, United Kingdon on August 21, 2023.

 

  Arm HOLDINGS limited
       
  By: /s/ Jason Child
    Name:   Jason Child
    Title: Chief Financial Officer

 

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POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Rene Haas and Jason Child, her or his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form F-6 and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on August 21, 2023.

 

Signature   Title
     

/s/ Rene Haas

Rene Haas

  

Chief Executive Officer and Director
(Principal Executive Officer)

     
/s/ Jason Child

  

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Jason Child    
     
/s/ Laura Bartels

  

Chief Accounting Officer
(Principal Accounting Officer)

Laura Bartels    
     

/s/ Masayoshi Son

  

Director and Chairman of the Board of Directors

Masayoshi Son    
     

/s/ Ronald D. Fisher

  

Director

Ronald D. Fisher    
     

/s/ Jeffrey A. Sine

  

Director

Jeffrey A. Sine    
     

/s/ Karen E. Dykstra

  

Director

Karen E. Dykstra    
     

/s/ Anthony Michael Fadell		  

Director

Anthony Michael Fadell    
     

/s/ Rosemary Schooler

  

Director

Rosemary Schooler    
     

/s/ Paul E. Jacobs

  

Director

Paul E. Jacobs, PhD     

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of Arm Holdings Limited, has signed this Registration Statement on Form F-6 or amendment thereto in San Jose, California on August 21, 2023.

 

  Authorized U.S. Representative
   
  Arm, Inc.
     
  By: /s/ Rene Haas
    Name: Rene Haas 
    Title: Director   

 

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Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a) Form of Deposit Agreement  
     
(d) Opinion of counsel to the Depositary