As filed with the Securities and Exchange Commission on June 24, 2021 | 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
Spark Education Limited
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Cayman Islands
(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)
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor New York, NY
10168
+1 800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Li He, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533-3300 | | 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 the number of Class A Ordinary Shares, par value US$0.0001 per share, of Spark Education Limited (the “Company”) to be specified in the Deposit Agreement | 100,000,000 ADSs | $5.00 | $5,000,000 | $545.50 |
| |
* 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 Registration Statement 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.
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). |
Item Number and Caption | | Location in Form of American Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus1 |
| | | | | |
| | (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). |
The Company 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.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement, by and among Spark Education 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) | Power of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
| (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. |
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 Spark Education 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 24th day of June, 2021.
| | 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 the number of Class A Ordinary Shares of Spark Education Limited to be specified in the Deposit Agreement. CITIBANK, N.A., solely in its capacity as Depositary |
| | | |
| | | |
| | By: | /s/ Leslie DeLuca |
| | | Name: | Leslie DeLuca |
| | | Title: | Attorney-in-Fact |
Pursuant to the requirements of the Securities Act of 1933, Spark Education Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Beijing, the People’s Republic of China, on June 24, 2021.
| | SPark EDUCATION LIMITED |
| | | |
| | By: | /s/ Wei Li |
| | | Name: Wei Li |
| | | Title: Chief Financial Officer and Director |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Jian (Mark) Luo and Wei (Wilson) Li, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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, this Registration Statement has been signed by the following persons on June 24, 2021 in the capacities indicated.
| Signature | | Title |
| | | |
/s/ Jian (Mark) Luo Jian (Mark) Luo | | Director (principal executive officer) |
| | | |
/s/ Wei (Wilson) Li Wei (Wilson) Li | | Director (principal financial officer and principal accounting officer) |
| | | |
/s/ Zebing Shan Zebing Shan | | Director |
| | | |
/s/ Jia Zhai Jia Zhai | | Director |
| | | |
/s/ Hong Wei Jenny Lee Hong Wei Jenny Lee | | Director |
| | | |
/s/ Zheng Sun Zheng Sun | | Director |
| | | |
/s/ Weiqian Xun Weiqian Xun | | Director |
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 Spark Education Limited has signed this registration statement in New York, New York, on June 24, 2021.
| | Authorized U.S. Representative |
| | | |
| | By: | /s/ Colleen A. De Vries |
| | | Name: | Colleen A. De Vries |
| | | Title: | Senior Vice President on behalf of Cogency Global Inc. |
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| | | |
| (a) | Form of Deposit Agreement | |
| | | |
| (d) | Opinion of counsel to the Depositary | |
