As filed with the U.S. Securities and Exchange Commission on January 30, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Structure Therapeutics Inc.
(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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Raymond Stevens, Ph.D.
Chief Executive Officer
Structure Therapeutics Inc.
611 Gateway Blvd., Suite 223
South San Francisco, CA 94080
(628) 229-9277
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
| Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 |
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 (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing three ordinary shares of Structure Therapeutics Inc. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $551 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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 American Depositary Receipts evidencing American Depositary Shares. |
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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "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, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | |
| (1) | Name and address of Depositary | | Introductory paragraph and bottom of face of American Depositary Receipt |
| | | | |
| (2) | Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | | | |
| | Terms of Deposit: | | |
| | | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper right corner |
| | | | | |
| | (ii) | Procedure for voting the deposited securities | | Paragraph (12) |
| | | | | |
| | (iii) | Procedure for collecting and distributing dividends | | Paragraphs (4), (5), (7) and (10) |
| | | | | |
| | (iv) | Procedures for transmitting notices, reports and proxy soliciting material | | Paragraphs (3), (8), (11) and (12) |
| | | | | |
| | (v) | Sale or exercise of rights | | Paragraphs (4), (5) and (10) |
| | | | | |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (4), (5), (10) and (13) |
| | | | | |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Paragraphs (16) and (17) |
| | | | | |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | | Paragraph (3) |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (1), (2), (4), and (5) |
| | | | | |
| | (x) | Limitation upon the liability of the Depositary | | Paragraph (14) |
| | | | | |
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | |
| (a) | Statement that Structure Therapeutics Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and retrieved by holders and beneficial owners through the EDGAR system on the Securities and Exchange Commission's Internet Website located as of the date of the Deposit Agreement at www.sec.gov and can be inspected and copied at the public reference facilities maintained by the Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Deposit Agreement dated as of _______ , 2023 among Structure Therapeutics Inc. (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt attached as Exhibit A thereto. 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. Not Applicable. |
| (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. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not applicable. |
| (f) | Powers of Attorney for certain officers and directors of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, 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 amounts of fees charged are 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 American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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 January 30, 2023.
| | Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| | | |
| | By: | /s/ Lisa M. Hayes |
| | Name: | Lisa M. Hayes |
| | Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Structure Therapeutics Inc. 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 San Francisco, State of California, on January 30, 2023.
| | Structure Therapeutics Inc. |
| | | |
| | By: | /s/ Raymond Stevens, Ph.D. |
| | Name: | Raymond Stevens, Ph.D. |
| | Title: | Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Raymond Stevens, Ph.D. and Jun Yoon, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
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 the dates indicated.
Signature | Title | Date |
| | | |
| /s/ Raymond Stevens, Ph.D. | | |
| Raymond Stevens, Ph.D. | Chief Executive Officer and Director (Principal Executive Officer) | January 30, 2023 |
| | | |
| /s/ Jun Yoon | | |
| Jun Yoon | Chief Financial Officer (Principal Financial and Accounting Officer) | January 30, 2023 |
| | | |
| /s/ Daniel Welch | | |
| Daniel Welch | Chairman | January 30, 2023 |
| | |
/s/ Eric Dobmeier | | |
| Eric Dobmeier | Director | January 30, 2023 |
| | | |
| /s/ Ramy Farid, Ph.D. | | |
| Ramy Farid, Ph.D. | Director | January 30, 2023 |
| | | |
| /s/ Jessica Lifton | | |
| Jessica Lifton | Director | January 30, 2023 |
| | | |
| /s/ Sharon Tetlow | | |
| Sharon Tetlow | Director | January 30, 2023 |
| | | |
| /s/ Joanne Waldstreicher, M.D. | | |
| Joanne Waldstreicher, M.D | Director | January 30, 2023 |
| | | |
/s/ Chen Yu, M.D. | | |
Chen Yu, M.D. | Director | January 30, 2023 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Structure Therapeutics Inc., has signed this Registration Statement in the City of San Francisco, California on January 30, 2023.
| | Authorized U.S. Representative |
| | | |
| | By: | /s/ Raymond Stevens, Ph.D. |
| | Name: | Raymond Stevens, Ph.D. |
| | Title: | Chief Executive Officer |
INDEX TO EXHIBITS
Exhibit
Number | | |
| | | |
| (a) | Form of Amended and Restated Deposit Agreement | |
| | | |
| (d) | Opinion of Counsel to the Depositary | |
| | | |
