F-1MEF 1 d201639df1mef.htm FORM F-1MEF Form F-1MEF

As filed with the Securities and Exchange Commission on December 8, 2020

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

XPeng Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Cayman Islands   3711   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

No. 8 Songgang Road, Changxing Street

Cencun, Tianhe District, Guangzhou

Guangdong 510640

People’s Republic of China

+86-020-6680-6680

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

+1 (800) 221-0102

(Name, address and telephone number of agent for service)

 

 

 

Copies to:

Yi Gao, Esq.

Simpson Thacher & Bartlett LLP

c/o 35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

+852-2514-7600

  

Kevin P. Kennedy, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

  

Benjamin Su, Esq.

Daying Zhang, Esq.

Latham & Watkins LLP

18th Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

+852-2912-2500

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-251164

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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 7(a)(2)(B) of the Securities 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.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered(1)

  

Amount

to be

Registered(2)(3)

  

Proposed

Maximum

Offering Price

per Share(3)

  

Proposed

Maximum

Aggregate

Offering  Price(2)(3)(4)

  

Amount of

Registration Fee

Class A ordinary shares, par value US$0.00001 per share

   18,400,000   US$22.50   US$414,000,000   US$45,167.40

 

 

 

(1)

American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6, as amended (Registration No. 333-248098). Each ADS represents two Class A ordinary shares.

(2)

This amount is in addition to the 92,000,000 Class A ordinary shares registered under the Registration Statement on Form F-1 originally declared effective on December 8, 2020 (File No. 333-251164) and includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.

(3)

Based on the public offering price per ADS, each representing two Class A ordinary shares.

(4)

In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-1 (File No. 333-251164), as amended, is hereby registered.

 

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-251164) initially filed by XPeng Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on December 7, 2020, which was declared effective by the Commission on December 8, 2020, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangdong, China on December 8, 2020.

 

XPENG INC.
By:  

/s/ Xiaopeng He

  Name:   Xiaopeng He
  Title:   Chairman and Chief Executive Officer

 

 

Signature

   

Capacity

  

Date

/s/ Xiaopeng He

   

Chairman and Chief Executive Officer

(principal executive officer)

   December 8, 2020
Xiaopeng He

/s/ Heng Xia

    Director and President   December 8, 2020
Heng Xia

/s/ Hongdi Brian Gu

    Vice Chairman and President   December 8, 2020
Hongdi Brian Gu

*

    Director and Senior Vice President   December 8, 2020
Tao He

*

    Director   December 8, 2020
Jun Chen

*

    Director   December 8, 2020
Qin Liu

*

    Director   December 8, 2020
Ji-Xun Foo

*

    Director   December 8, 2020
Fei Yang

*

    Director   December 8, 2020

Donghao Yang

*

   

Vice President of Finance and Accounting

(principal financial and accounting officer)

   December 8, 2020
Hsuehching Lu

 

*By:  

/s/ Xiaopeng He

  Name:   Xiaopeng He
  Attorney-in-fact

 

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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 XPeng Inc. has signed this registration statement or amendment thereto in New York on December 8, 2020.

 

US Authorized Representative
Cogency Global Inc.

 

By:  

/s/ Colleen A. De Vries

  Name: Colleen A. De Vries
  Title: Senior Vice President

 

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