As filed with the Securities and Exchange Commission on December 30, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gridsum Holding Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Jade Palace Hotel Office Building, 8th Floor
76 Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
(86-10) 8261-9988
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2014 Stock Option Plan
2016 Equity Incentive Plan
(Full Title of the Plan)
Law Debenture Corporate Services Inc.
4th Floor, 400 Madison Avenue
New York, New York 10017
(212)750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael Peng Zhang
Chief Financial Officer
Jade Palace Hotel Office Building, 8th Floor
76 Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
(86-10) 8261-9988
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered(1) | Amount to be Registered(2) | Proposed Maximum Offering Price Per Share | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
Class B Ordinary Shares, US$0.001 per value per share | 2,453,661 shares(3)(6) | US$0.42(3) | US$1,030,537.62 | US$119.44 | ||||
Class B Ordinary Shares, US$0.001 per value per share | 31,339 shares(4)(6) | US$10.175(4) | US$318,874.33 | US$36.96 | ||||
Class B Ordinary Shares, US$0.001 per value per share | 2,515,000 shares(5)(6) | US$10.175(5) | US$25,590,125.00 | US$2,965.90 | ||||
Total | 5,000,000 shares | — | US$26,939,536.95 | US$3,122.30 | ||||
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(1) | These shares may be represented by the Registrant’s American depositary shares, or ADSs, each of which represents one Class B ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on FormF-6(333-213560). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in 2014 Stock Option Plan (the “2014 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan”, together with the 2014 Plan, the “Plans”). |
(3) | Represents shares issuable upon exercise of options granted under the 2014 Plan. Pursuant to Rule 457(h), the proposed maximum offering price per share for such shares is the weighted average exercise price per share. |
(4) | Represents shares reserved for future grants under the 2014 Plan. Pursuant to Rule 457(c) and Rule 457(h), the proposed maximum offering price per share for such shares are based on the average of the high and low prices for the Registrant’s ADSs, as quoted on the NASDAQ Global Select Market on December 29, 2016. |
(5) | Represents shares reserved for future grants under the 2016 Plan. Pursuant to Rule 457(c) and Rule 457(h), the proposed maximum offering price per share for such shares are based on the average of the high and low prices for the Registrant’s ADSs, as quoted on the NASDAQ Global Select Market on December 29, 2016. |
(6) | (a) Shares that are subject to share options or other awards granted under the 2014 Plan that cease to be subject to such share options or other awards by forfeiture or otherwise after the effective date of the 2016 Plan, (b) shares issued under the 2014 Plan that are repurchased by the Registrant and (c) unissued shares that are subject to share options or other awards under the 2014 Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award will be available for future grant and issuance under the 2016 Plan. |
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of FormS-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act. |
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed by Gridsum Holding Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The Registrant’s prospectus filed with the Commission pursuant to Rule 424(b)(4) under the Securities Act on September 23, 2016, dated September 22, 2016;
(b) The Registrant’s Report of Foreign Private Issuer on Form6-K (FileNo. 001-37871) filed with the Commission on November 22, 2016; and
(d) The description of the Registrant’s Class B ordinary shares and ADSs contained in the Registrant’s Registration Statement on Form8-A (FileNo. 001-37871) filed with the Commission on September 9, 2016, including any amendment and report subsequently filed for the purpose of updating that description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4.Description of Securities.
Not applicable.
Item 5.InterestsofNamedExpertsandCounsel.
Not applicable.
Item 6.Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and 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. Our fifth amended and restated memorandum and articles of association require us to indemnify our officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty, willful default, or fraud of such directors or officers.
Pursuant to indemnification agreements, the form of which is filed as Exhibit 10.3 to our Registration Statement on FormF-1 (FileNo. 333-213348), we agree to indemnify our directors and 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 our Registration Statement on FormF-1 (FileNo. 333-213348), also provides for indemnification of us and our officers and directors.
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 Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
See the Exhibit Index attached hereto.
Item 9.Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on FormS-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement 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.
(c) 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on December 30, 2016.
Gridsum Holding Inc. | ||
By: | /s/ Guosheng Qi | |
Name: Guosheng Qi | ||
Title: Chief Executive Officer and Chairman |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Mr. Guosheng Qi and Mr. Michael Peng Zhang, with full power to act alone, as his or her true and lawfulattorneys-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each saidattorneys-in-fact 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 in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Guosheng Qi | Chief Executive Officer and Chairman | December 30, 2016 | ||
Guosheng Qi | (principal executive officer) | |||
/s/ Michael Peng Zhang | Chief Financial Officer | December 30, 2016 | ||
Michael Peng Zhang | (principal financial and accounting officer) | |||
/s/ Guofa Yu | Director | December 30, 2016 | ||
Guofa Yu | ||||
/s/ Xiang Fan | Director | December 30, 2016 | ||
Xiang Fan | ||||
/s/ Yanchun Bai | Director | December 30, 2016 | ||
Yanchun Bai | ||||
/s/ Xudong Gao | Director | December 30, 2016 | ||
Xudong Gao | ||||
/s/ Thomas Adam Melcher | Director | December 30, 2016 | ||
Thomas Adam Melcher | ||||
/s/ Peter Andrew Schloss | Director | December 30, 2016 | ||
Peter Andrew Schloss |
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 Gridsum Holding Inc., has signed this Registration Statement or amendment thereto in New York on December 30, 2016.
Authorized U.S. Representative | ||
By: | /s/ Giselle Manon | |
Name: Giselle Manon Title: Service of Process Officer Law Debenture Corporate Services Inc. |
EXHIBIT INDEX
Exhibit No. | Description | |
4.1 | Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on FormF-1 (File no.333-213348)) | |
4.2 | Specimen Certificate for Class B ordinary shares (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on FormF-1 (File no.333-213348)) | |
4.3* | Deposit Agreement among the registrant, the depositary and all holders and beneficial owners of the American Depositary Shares issued thereunder | |
5.1* | Opinion of Travers Thorp Alberga regarding the validity of the Class B ordinary shares being registered | |
10.1 | 2014 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on FormF-1 (File no.333-213348)) | |
10.2 | 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on FormF-1 (File no.333-213348)) | |
23.1* | Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm | |
23.2* | Consent of Travers Thorp Alberga (included in Exhibit 5.1) | |
24.1* | Power of Attorney (included on signature page hereto) |
* | Filed herewith. |