F-6/A 1 e618897_f6a-arm.htm

 

As filed with the Securities and Exchange Commission on September 5, 2023 Registration No. 333–274128

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 

 

 

Arm Holdings plc 

(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 plc (the “Company”) N/A N/A N/A N/A

 

*     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.

 

 

 

This Pre-Effective Amendment No. 1 to 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.

 

ii

 

 

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

 

I-1

 

 

Item Number and Caption  

Location in Form of American

Depositary Receipt (“Receipt”)

Filed Herewith as Prospectus

         
  (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 plc 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.

 

I-2

 

 

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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

 

I-3

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 1.EXHIBITS

 

(a)Form of Deposit Agreement by and among Arm Holdings plc (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. ___ Previously filed as Exhibit (d) to Registration Statement on Form F-6 (Reg. No. 333-274128) with the Commission on August 22, 2023 and incorporated herein by reference.

 

(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 to Registration Statement on Form F-6 (Reg. No. 333-274128) previously filed with the Commission on August 22, 2023 and incorporated herein by reference.

 

II-1

 

 

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.

 

II-2

 

 

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 plc, 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 Pre-Effective Amendment No. 1 to 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 5th day of September, 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 plc
   
  CITIBANK, N.A., solely in its capacity as Depositary
       
  By: /s/ Leslie DeLuca
    Name:   Leslie DeLuca
    Title:     Attorney-in-Fact

 

II-3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Arm Holdings plc 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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Cambridge, United Kingdom on September 5, 2023.

 

  Arm HOLDINGS plc
       
  By: /s/ Rene Haas
    Name:   Rene Haas
    Title: Chief Executive Officer

 

II-4

 

 

POWERS OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 5, 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    
     
*

  

Chief Accounting Officer
(Principal Accounting Officer)

Laura Bartels    
     

*

  

Director and Chairman of the Board of Directors

Masayoshi Son    
     

*

  

Director

Ronald D. Fisher    
     

*

  

Director

Jeffrey A. Sine    
     

*

  

Director

Karen E. Dykstra    
     

*		  

Director

Anthony Michael Fadell    
     

*

  

Director

Rosemary Schooler    
     

*

  

Director

Paul E. Jacobs, PhD     

 

*By: /s/ Rene Haas   
  Name: Rene Haas  
  Title:   Attorney-in-Fact  

 

II-5

 

 

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 plc, has signed this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 or amendment thereto in San Jose, California on September 5, 2023.

 

  Authorized U.S. Representative
   
  Arm, Inc.  
       
  By: /s/ Jason Child
     Name: Jason Child
       Title: Director

 

II-6

 

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a) Form of Deposit Agreement