Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)

Date : 12/06/2018 @ 5:28PM
Source : Edgar (US Regulatory)
Stock : Rakuten Inc. (PC) (RKUNY)
Quote : 7.46  -0.32 (-4.11%) @ 9:35PM
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Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)

 

As filed with the U.S. Securities and Exchange Commission on December 6, 2018

 

Registration No. 333-192545  

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

Rakuten, Inc.

(Exact name of issuer of deposited securities as specified in its charter)

 

n/a

(Translation of issuer's name into English)

 

Japan

(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)

____________________

 

Corporate Service Company

1180 Avenue of the Americas Suite 210

New York, New York 10036

(212) 299-5600

(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 one common share of Rakuten, Inc.

n/a

n/a

n/a

n/a

(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.

    

 

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 Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, 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, if any, the deposited securities   Paragraph (12)
         
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
         
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) 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   Paragraph (7)

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary  

  Receipt Filed Herewith as Prospectus

     
(a) Statement that Rakuten, Inc. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (http://global.rakuten.com/corp/investors/) or through an electronic information delivery system generally available to the public in its primary trading market.     Paragraph (8)

 

 

 

 

PART II  

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) Form of Deposit Agreement . Form of Deposit Agreement dated as of                     , 2013 among Rakuten, Inc., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed .

 

(a)(2) Form of Amendment to Deposit Agreement , including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).

 

(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 . Previously filed.

 

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

 

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.

 

 

 

 

SIGNATURES

 

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 Post-Effective Amendment to 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 December 6, 2018.

 

 

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/ Joseph M. Leinhauser
  Name:  Joseph M. Leinhauser
  Title: Executive Director

  

 

Pursuant to the requirements of the Securities Act of 1933, Rakuten, 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on December 6, 2018.

 

 

Rakuten, Inc .

     
  By: /s/ Hiroshi Mikitani
  Name:  Hiroshi Mikitani
  Title: Representative Director, Chairman, President and CEO

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Hiroshi Mikitani and Masayuki Hosaka, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

 

 

 

Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on December 6, 2018, in the capacities indicated.

 

Signature

  Title
     

/s/ Hiroshi Mikitani

 

Representative Director, Chairman, President and CEO

Name: Hiroshi Mikitani    
     

/s/ Masayuki Hosaka

 

Representative Director and Vice Chairman

Name: Masayuki Hosaka    
     
/s/ Kenji Hirose   Chief Financial Officer
Name: Kenji Hirose    
     
     Director

Name: Charles B. Baxter

 

     
/s/ Ken Kutaragi   Director
Name: Ken Kutaragi    
     

/s/ Takashi Mitachi

 

Director

Name: Takashi Mitachi    
     
/s/ Jun Murai   Director
Name: Jun Murai    
     
     Director
Name: Youngme Moon    

 

 

 

 

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 Rakuten, Inc. , has signed this Post-Effective Amendment to Registration Statement on Form F-6 on December 6, 2018.

 

 

Authorized U.S. Representative

 

Rakuten USA, Inc.

     
  By: /s/ Seiichiro Sonoda
  Name:  Seiichiro Sonoda
  Title: Executive Vice President

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(2) Form of Amendment to Deposit Agreement.  
     
(e) Certification under Rule 466.  

 

 

 

 

 

 

 

 

 

 

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