F-1MEF 1 a21-2891_12f1mef.htm F-1MEF

 

As filed with the Securities and Exchange Commission on March 31, 2021

Registration No. 333-       

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Smart Share Global Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Cayman Islands

 

3577

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

 

 

6th Floor, 799 Tianshan W Road

Changning District, Shanghai 200335

People’s Republic of China

+86 21 6050 3535

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

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

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

 

 

Copies to:

 

Z. Julie Gao, Esq.

Will H. Cai, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Michael Yu, Esq.

c/o 42/F, Edinburgh Tower, The Landmark

Cooley LLP

15 Queen’s Road Central

c/o Suites 3501 — 3505, 35/F

Hong Kong

Two Exchange Square

+852 3740-4700

8 Connaught Place, Central

 

Hong Kong

 

+852 2514-1200

 

 

Haiping Li, Esq.

Dave Peinsipp, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Cooley LLP

46th Floor, JingAn Kerry Centre, Tower II

101 California Street, 5th Floor

1539 Nanjing West Road

San Francisco, California 94111

Shanghai

(415) 693-2000

The People’s Republic of China

 

+86 21-61938200

 

 

 

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.  o

 

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.  x 333-254228

 

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.  o

 

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.  o

 

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  x

 

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.  o

 

†    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

 

Amount to be
registered(2)

 

Proposed maximum
offering price per share(3)

 

Proposed maximum
aggregate
offering price(3)

 

Amount of
registration fee

 

Class A ordinary shares, par value US$0.0001 per share(1)

 

345,000

 

US$4.25

 

US$1,466,250

 

US$160

 

 

(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-254694). Each American depositary share represents two Class A ordinary shares.

 

(2) Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional ADSs. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.

 

(3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

 

 

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. 333-254228) initially filed by Smart Share Global Limited (the “Company”) with the Securities and Exchange Commission (the “Commission”) on March 12, 2021, which was declared effective by the Commission on March 31, 2021, 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.

 

2

 

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 Shanghai, China, on March 31, 2021.

 

 

Smart Share Global Limited

 

 

 

 

By:

/s/ Mars Guangyuan Cai

 

Name:

Mars Guangyuan Cai

 

Title:

Chief Executive Officer

 

4

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on March 31, 2021.

 

Signature

 

Title

 

 

 

/s/ Mars Guangyuan Cai

 

Director and Chief Executive Officer (Principal Executive Officer)

Mars Guangyuan Cai

 

 

 

 

 

*

 

 

Peifeng Xu

 

Director and Chief Operating Officer

 

 

 

*

 

 

Juan Li

 

Director

 

 

 

*

 

Director

Feng Zhang

 

 

 

 

 

/s/ Maria Yi Xin

 

Director and Chief Financial Officer (Principal Financial and Accounting Officer)

Maria Yi Xin

 

 

 

 

 

*By:

/s/ Mars Guangyuan Cai

 

 

 

Name: Mars Guangyuan Cai

 

 

 

Attorney-in-fact

 

 

 

5

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Smart Share Global Limited has signed this registration statement or amendment thereto in New York, New York on March 31, 2021.

 

 

Authorized U.S. Representative

 

 

 

Cogency Global Inc.

 

 

 

 

By:

/s/ Colleen A. De Vries

 

 

Name: Colleen A. De Vries

 

 

Title: Senior Vice President

 

6