As filed with the Securities and Exchange Commission on November 16, 2020
Registration No. 333-249747
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Yatsen Holding Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 5900 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
32-35, 38/F, Poly Midtown Plaza
No.23 East Xuanyue Street, Haizhu District
Guangzhou 510330
People’s Republic of China
+86 20-3837 3543
(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
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 46/F, Tower 2, Jing An Kerry Center 1539 Nanjing West Road, Shanghai People’s Republic of China +86 (21) 6193-8200 | 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, 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(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 | Amount to be registered(2)(3) | Proposed maximum offering price per share(3) | Proposed maximum aggregate | Amount of registration fee(4) | ||||
Class A ordinary shares, par value US$0.00001 per share(1) | 270,250,000 | US$2.625 | US$709,406,250 | US$77,396 | ||||
| ||||||||
|
(1) | American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-250059). Each American depositary share represents four Class A ordinary shares. |
(2) | Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment 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. |
(4) | Previously paid. |
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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, to update the filing status of such exhibit in Part II of the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page, filing status of such exhibit, and exhibit index of the Registration Statement. This Amendment No. 2 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 1 to the Registration Statement, filed on November 13, 2020.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the form of which is filed as Exhibit 10.2 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, will also provide indemnification for us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. | RECENT SALES OF UNREGISTERED SECURITIES. |
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions.
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
Ordinary shares | ||||||
Maricorp Services Ltd. | September 6, 2016 | 1 | Past and future services provided to us | |||
Mangrove Bay Investment Management Co. Ltd. | September 6, 2016 | 249,999,999 | Past and future services provided to us | |||
Yat-sen Partners L.P. | September 6, 2016 | 156,250,000 | Past and future services provided to us | |||
Slumdunk Holding Limited | September 5, 2018 | 567,604,000 | US$5,676.04 |
II-1
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
Maybe Cat Holding Limited | September 5, 2018 | 177,323,494 | US$1,773.23 | |||
Icecrystou Holding Limited | September 5, 2018 | 28,998,686 | US$289.99 | |||
Class A Ordinary Shares | ||||||
Allinbeauty Limited | August 31, 2020 | 50,178,920 | exercise of options | |||
DSbeauty Limited | August 31, 2020 | 99,184,652 | exercise of options | |||
Yo Show Limited Partnership | September 11, 2020 | 15,518,385 | exercise of options | |||
Class B Ordinary Shares | ||||||
Slumdunk Holding Limited | July 26, 2019 | 73,915,560 | US$739.16 | |||
Maybe Cat Holding Limited | July 26, 2019 | 23,091,742 | US$230.92 | |||
Icecrystou Holding Limited | July 26, 2019 | 60,838,747 | 2,541,347 shares issued for US$25.41 and 58,297,400 shares issued upon exercise of options | |||
Icecrystou Holding Limited | August 31, 2020 | 21,356,415 | exercise of options | |||
Slumdunk Holding Limited | September 11, 2020 | 66,072,571 | US$660.73 | |||
Maybe Cat Holding Limited | September 11, 2020 | 20,021,097 | US$200.21 | |||
Icecrystou Holding Limited | September 11, 2020 | 7,659,571 | US$76.60 | |||
Series Seed Preferred Shares | ||||||
Zhen Partners Fund IV, L.P. | September 5, 2018 | 200,000,000 | US$2,000 | |||
INTERNET FUND V PTE. LTD. | March 25, 2020 | 26,342,928 | US$27,961,775 | |||
Passion Marbles Limited | March 25, 2020 | 5,214,304 | US$5,534,738 | |||
Green Earth Company Limited | March 25, 2020 | 5,214,304 | US$5,534,738 | |||
CMC Pandora Holdings Limited | March 25, 2020 | 16,928,449 | US$17,968,750 | |||
HH PDI Holdings Limited | April 27, 2020 | 42,959,988 | US$45,600,000 | |||
LFC Investment Hong Kong Limited | April 27, 2020 | 2,355,262 | US$2,500,000 | |||
YELLOW BEE LIMITED | April 27, 2020 | 6,443,998 | US$64.44 | |||
Passion Marbles Limited | July 29, 2020 | 21,479,994 | US$22,800,000 | |||
INTERNET FUND V PTE. LTD | September 11, 2020 | 2,871,833 | US$4,310,312 | |||
Passion Marbles Limited | September 11, 2020 | 656,779 | US$985,754 | |||
Green Earth Company Limited | September 11, 2020 | 172,948 | US$259,576 | |||
CMC Pandora Holdings Limited | September 11, 2020 | 667,192 | US$1,001,384 | |||
HH PDI Holdings Limited | September 11, 2020 | 3,733,491 | US$5,603,568 | |||
LFC Investment Hong Kong Limited | September 11, 2020 | 574,366 | US$862,062 | |||
CGI IX Investments | September 11, 2020 | 8,041,132 | US$12,068,873 | |||
Bowenite Gem Investments Ltd | September 11, 2020 | 8,041,132 | US$12,068,873 | |||
Loyal Valley Capital Advantage Fund II LP | September 11, 2020 | 4,020,565 | US$6,034,436 | |||
LVC Beauty LP | September 11, 2020 | 1,148,733 | US$1,724,125 | |||
Golden Valley Global Limited | September 11, 2020 | 574,367 | US$862,062 | |||
United Strength York Limited | September 11, 2020 | 1,148,733 | US$1,724,125 |
II-2
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
Series A-1 Preferred Shares | ||||||
Zhen Partners Fund IV, L.P. | September 5, 2018 | 66,667,000 | US$666.67 | |||
Series A-2 Preferred Shares | ||||||
Zhen Partners Fund IV, L.P. | September 5, 2018 | 38,677,000 | US$802,093 | |||
UNITED ASPECT LIMITED | September 5, 2018 | 145,038,000 | US$3,007,833 | |||
INTERNET FUND V PTE. LTD. | March 25, 2020 | 7,376,020 | US$7,829,297 | |||
Passion Marbles Limited | March 25, 2020 | 1,460,005 | US$1,549,726 | |||
Green Earth Company Limited | March 25, 2020 | 1,460,005 | US$1,549,726 | |||
CMC Pandora Holdings Limited | March 25, 2020 | 4,739,966 | US$5,031,250 | |||
Passion Marbles Limited | April 27, 2020 | 27,923,992 | US$31,200,000 | |||
Series B-1 Preferred Shares | ||||||
Banyan Partners Fund III, L.P. | September 5, 2018 | 12,328,247 | US$767,125 | |||
Banyan Partners Fund III-A, L.P. | September 5, 2018 | 2,175,573 | US$135,375 | |||
Series B-2 Preferred Shares | ||||||
Banyan Partners Fund III, L.P. | September 5, 2018 | 118,059,186 | US$7,732,875 | |||
Banyan Partners Fund III-A, L.P. | September 5, 2018 | 20,833,974 | US$1,364,625 | |||
Zhen Partners Fund IV, L.P. | September 5, 2018 | 15,267,179 | US$1,000,000 | |||
UNITED ASPECT LIMITED | September 5, 2018 | 17,128,900 | US$1,121,943 | |||
Series B-3 Preferred Shares | ||||||
HH SPR-XIII Holdings Limited | October 22, 2018 | 85,351,118 | US$7,000,000 | |||
Series B-3+ Preferred Shares | ||||||
Banyan Partners Fund III, L.P. | February 25, 2019 | 29,312,505 | US$5,100,000 | |||
Banyan Partners Fund III-A, L.P. | February 25, 2019 | 5,172,795 | US$900,000 | |||
HH SPR-XIII Holdings Limited | February 25, 2019 | 52,590,083 | US$9,150,000 | |||
Series C Preferred Shares | ||||||
HH PDI Holdings Limited | July 26, 2019 | 77,234,740 | US$43,595,022 | |||
CMC Pandora Holdings Limited | July 26, 2019 | 38,976,108 | US$22,000,000 | |||
Zhen Fund COV LLC | July 26, 2019 | 31,889,543 | US$18,000,000 | |||
VMG PARTNERS IV, L.P. | July 26, 2019 | 25,902,281 | US$14,620,500 | |||
VMG PARTNERS MENTORS CIRCLE IV, L.P. | July 26, 2019 | 672,338 | US$379,500 | |||
Banyan Partners Fund III, L.P. | July 26, 2019 | 22,880,011 | US$12,914,585 | |||
Banyan Partners Fund III-A, L.P. | July 26, 2019 | 4,037,649 | US$2,279,044 | |||
YELLOW BEE LIMITED | July 26, 2019 | 5,314,924 | US$3,000,000 | |||
HH PDI Holdings Limited | April 27, 2020 | 17,715,459 | exercise of warrants | |||
CMC Pandora Holdings Limited | April 27, 2020 | 4,428,865 | exercise of warrants | |||
VMG PARTNERS IV, L.P. | April 27, 2020 | 2,158,407 | exercise of warrants | |||
VMG PARTNERS MENTORS CIRCLE IV, L.P. | April 27, 2020 | 56,025 | exercise of warrants | |||
Banyan Partners Fund III, L.P. | April 27, 2020 | 1,882,267 | exercise of warrants | |||
Banyan Partners Fund III-A, L.P. | April 27, 2020 | 332,165 | exercise of warrants | |||
HH PDI Holdings Limited | September 11, 2020 | 31,002,054 | exercise of warrant |
II-3
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
Banyan Partners Fund III, L.P | September 11, 2020 | 4,428,865 | exercise of warrant | |||
YELLOW BEE LIMITED | September 11, 2020 | 2,214,432 | exercise of warrant | |||
Green Earth Company Limited | September 11, 2020 | 2,214,432 | exercise of warrant | |||
Series D Preferred Shares | ||||||
INTERNET FUND V PTE. LTD. | March 25, 2020 | 40,312,346 | US$35,041,740 plus conversion of the convertible note | |||
HH PDI Holdings Limited | March 25, 2020 | 6,654,926 | US$7,435,674 | |||
LFC Investment Hong Kong Limited | March 25, 2020 | 1,342,500 | US$1,500,000 | |||
Passion Marbles Limited | March 25, 2020 | 7,979,402 | US$8,915,536 | |||
Green Earth Company Limited | March 25, 2020 | 7,979,402 | US$8,915,536 | |||
Banyan Partners Fund III, L.P. | March 25, 2020 | 1,141,125 | US$1,275,000 | |||
Banyan Partners Fund III-A, L.P. | March 25, 2020 | 201,375 | US$225,000 | |||
VMG PARTNERS IV, L.P. | March 25, 2020 | 801,101 | US$895,085 | |||
VMG PARTNERS MENTORS CIRCLE IV, L.P. | March 25, 2020 | 20,794 | US$23,234 | |||
Series E Preferred Shares | ||||||
CGI IX Investments | September 11, 2020 | 36,667,900 | US$57,931,127 | |||
Bowenite Gem Investments Ltd | September 11, 2020 | 36,667,900 | US$57,931,127 | |||
Loyal Valley Capital Advantage Fund II LP | September 11, 2020 | 18,333,950 | US$28,965,564 | |||
LVC Beauty LP | September 11, 2020 | 5,238,271 | US$8,275,875 | |||
Golden Valley Global Limited | September 11, 2020 | 2,619,136 | US$4,137,938 | |||
HH SUM XXXIVV Holdings Limited | September 11, 2020 | 12,659,136 | US$20,000,000 | |||
HH SUM XXXVIII Holdings Limited | September 11, 2020 | 4,365,739 | US$6,897,373 | |||
Internet Fund V PTE. LTD | September 11, 2020 | 13,095,678 | US$20,689,688 | |||
United Strength York Limited | September 11, 2020 | 5,238,271 | US$8,275,875 | |||
CMC Pandora Holdings Limited | September 11, 2020 | 3,042,427 | US$4,806,690 | |||
Passion Marbles Limited | September 11, 2020 | 2,994,940 | US$4,731,666 | |||
Green Earth Company Limited | September 11, 2020 | 788,650 | US$1,245,977 | |||
LFC Investment Hong Kong Limited | September 11, 2020 | 2,619,136 | US$4,137,938 | |||
Convertible Notes | ||||||
INTERNET FUND V PTE. LTD. | January 22, 2020 | principal amount of US$10,000,000 | ||||
Warrants | ||||||
HH PDI Holdings Limited | April 27, 2020 | Warrants to purchase 17,715,459 Series C preferred shares | US$9,999,462 |
II-4
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
CMC Pandora Holdings Limited | April 27, 2020 | Warrants to purchase 4,428,865 Series C preferred shares | US$2,499,866 | |||
VMG PARTNERS IV, L.P. | April 27, 2020 | Warrants to purchase 2,158,407 Series C preferred shares | US$1,218,309 | |||
VMG PARTNERS MENTORS CIRCLE IV, L.P. |
April 27, 2020 | Warrants to purchase 56,025 Series C preferred shares |
US$31,624 | |||
Banyan Partners Fund III, L.P. | April 27, 2020 | Warrants to purchase 1,882,267 Series C preferred shares | US$1,062,443 | |||
Banyan Partners Fund III-A, L.P. | April 27, 2020 | Warrants to purchase 332,165 Series C preferred shares | US$187,490 | |||
HH PDI Holdings Limited | September 11, 2020 | Warrant to purchase 31,002,054 Series C preferred shares | US$17,499,059 | |||
Banyan Partners Fund III, L.P | September 11, 2020 | Warrant to purchase 4,428,865 Series C preferred shares | US$2,499,866 | |||
YELLOW BEE LIMITED | September 11, 2020 | Warrant to purchase 2,214,432 Series C preferred shares | US$1,249,933 |
II-5
Securities/Purchaser | Date of Issuance | Number of | Consideration | |||
Green Earth Company Limited | September 11, 2020 | Warrant to purchase 2,214,432 Series C preferred shares | US$1,249,933 | |||
Options | ||||||
Certain directors, officers and employees | Various dates | Options to purchase 266,531,399 ordinary shares | Past and future services provided to us |
ITEM 8. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Exhibits
See Exhibit Index beginning on page II-8 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. | UNDERTAKINGS. |
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
II-6
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-7
Yatsen Holding Limited
Exhibit Index
II-8
II-9
II-10
† | Previously filed |
II-11
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 Guangzhou, China, on November 16, 2020.
Yatsen Holding Limited | ||
By: | /s/ Jinfeng Huang | |
Name: | Jinfeng Huang | |
Title: | Chairman of the Board of Directors and Chief Executive Officer |
II-12
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 November 16, 2020.
Signature | Title | |
/s/ Jinfeng Huang | ||
Jinfeng Huang | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
* | ||
Yuwen Chen | Director and Chief Operating Officer | |
* | ||
Jianhua Lyu | Director and Chief Sales Officer | |
* | ||
Donghao Yang | Director and Chief Financial Officer (Principal Financial and Accounting Officer) |
* By: |
/s/ Jinfeng Huang |
Name: Jinfeng Huang |
Attorney-in-fact |
II-13
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 Yatsen Holding Limited has signed this registration statement or amendment thereto in New York on November 16, 2020.
Authorized U.S. Representative | ||
Cogency Global Inc. | ||
By: | /s/ Colleen A. De Vries | |
Name: Colleen A. De Vries Title: Senior Vice President |
II-14