As filed with the Securities and Exchange Commission on November 19, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Qutoutiao Inc.
(Exact
name of registrant as specified in its charter)
Not Applicable
(Translation of registrants name into English)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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11/F, Block 3, XingChuang Technology Center
Shen Jiang Road 5005,
Pudong New Area, Shanghai, 200120
Peoples Republic of China
+86-21-6858-3790
(Address and telephone number of registrants principal executive offices)
Cogency Global Inc.
10E.
40th Street, 10th Floor
New York, NY10016, United States
+1-212-947-7200
(Name, address, and telephone number of agent for service)
Copies to:
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Dan Ouyang, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 2901, 29/F, Tower C,
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
Peoples Republic of China
+86-10-6529-8300
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Jie Zhu, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 03-04, 38F, Jin Mao Tower
88 Century Boulevard
Pudong
New Area, Shanghai 200121
Peoples Republic of China
+86-21-6165-1700
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
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. ☐
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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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
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Title of each class of
securities to be registered(1)
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Amount to be
registered
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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Primary offering:
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Class A ordinary shares, par value US$0.0001 per share(2)
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US$80,000,000(3)(4)
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US$10,384(4)
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Secondary offering:
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Class A ordinary shares, par value US$0.0001 per share(2)
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1,480,123
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US$12.70
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US$18,797,562(5)
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US$2,440(5)
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Total
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US$98,797,562
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US$12,824
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(1)
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Includes (i) securities 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 securities are first bona fide offered to the public and (ii) securities
that may be purchased by the underwriters pursuant to an over-allotment option. These securities are not being registered for the purposes of sales outside of the United States.
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(2)
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Includes Class A ordinary shares represented by American depositary shares, or ADSs, every four of which
represents one Class A ordinary share. The ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6
(Registration No. 333-227181).
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(3)
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The proposed maximum aggregate offering price of each class of securities offered by the registrant in the
primary offering will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended, or the Securities Act, and reflects the maximum offering price of securities registered hereunder in the primary offering.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act. In accordance with Rule 457(c) of the Securities Act, the proposed maximum offering price per share shown is the average of the high and low selling prices of the ADSs on November 18, 2019 as reported on the NASDAQ Global Select
Market.
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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.