As filed with the Securities and Exchange Commission on June 12, 2018
Registration No. 333 –225047
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORMF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Puxin Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 8200 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Floor 16, Chuangfu Mansion, No. 18 Danling Street, Haidian District,
Beijing, 100080, the People’s Republic of China
+86 10 8260 5578
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, New York 10016
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Li He, Esq. 2201 China World Office 2 No. 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China +86 10 8567-5000 | James C. Lin, Esq. c/o 18th Floor The Hong Kong Club Building | Dan Ouyang, Esq. Weiheng Chen, Esq. Wilson Sonsini Goodrich & Rosati Suite 1509, 15F, Jardine House 1 Connaught Place, Central Hong Kong +852 3972-4955 |
Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.
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 of securities to be registered(2)(3) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee(4) | ||||
Ordinary shares, par value US$0.00005 per share(1)(2) | 16,560,000.00 | US$10.00 | US$165,600,000.00 | US$20,617.20 | ||||
| ||||||||
|
(1) | American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate registration statement on FormF-6 (RegistrationNo. 333-225351). Each American depositary share represents two ordinary shares. |
(2) | Includes 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, and also includes shares that may be purchased by the underwriters pursuant to an over-allotment option. These 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The Amendment No. 2 is being filed solely for the purpose of filing the Exhibit 1.1 to this registration statement on Form F-1 (file No. 333-225047), or 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 and exhibit index of the Registration Statement. This Amendment No. 2 does not modify any disclosure in the preliminary prospectus included as part of Amendment No. 1 to the Registration Statement, filed on June 1, 2018. Accordingly, a preliminary prospectus has been omitted from this filing.
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. Under our post-offering memorandum and articles of association, which will become effective immediately prior to the completion of this offering, to the fullest extent permissible under Cayman Islands law every director and officer of our company shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a director or officer of our company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him 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 form of indemnification agreements filed as Exhibit 10.1 to this registration statement, we will 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 executive officer.
The form of underwriting agreement filed as Exhibit 1.1 to this registration statement will also provide 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 under 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.
II-1
ITEM 7 | RECENT SALES OF UNREGISTERED SECURITIES |
During the past three years, we have issued the following securities (including options to acquire our ordinary shares) without registering the securities under the Securities Act. We believe that each of the following issuances was exempt from registration pursuant to Section 4(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. None of the transactions involved an underwriter.
Purchaser | Date of Issuance | Number of Securities | Consideration in U.S. Dollars | |||
Long bright Limited | March 17, 2017 | 8,524 ordinary shares | US$1 | |||
Gao & Tianyi Limited | March 17, 2017 | 820 ordinary shares | US$1 | |||
Pution Limited | March 17, 2017 | 492 ordinary shares | US$1 | |||
Prospect Limited | March 17, 2017 | 164 ordinary shares | US$1 | |||
Long bright Limited | August 4, 2017 | 85,231,476 ordinary shares | US$4,262 | |||
Gao & Tianyi Limited | August 4, 2017 | 8,199,180 ordinary shares | US$410 | |||
Pution Limited | August 4, 2017 | 4,919,508 ordinary shares | US$246 | |||
Prospect Limited | August 4, 2017 | 1,639,836 ordinary shares | US$82 | |||
Haitong International Investment Holdings Limited | August 4, 2017 | US$25,000,000 | N/A | |||
CICC ALPHA Eagle Investment Limited | September 29, 2017 | US$23,000,000 | N/A | |||
Puxin Nova Limited | February 5, 2018 | 21,761,652 ordinary shares | US$1,089 | |||
Stary International Limited | February 5, 2018 | 3,336,744 ordinary shares | US$167 | |||
Long wit Limited | February 5, 2018 | 40,000 ordinary shares | US$2 | |||
Long belief Limited | February 5, 2018 | 8,200,000 ordinary shares | US$410 | |||
Long faith Limited | February 5, 2018 | 1,640,000 ordinary shares | US$82 | |||
Long favor Limited | February 5, 2018 | 17,103,724 ordinary shares | US$856 | |||
Trustbridge Partners VI, L.P. | February 5, 2018 | 5,958,940 Series A preferred shares | U.S. dollars equivalent to RMB130,806,000 | |||
Fasturn Overseas Limited | February 5, 2018 | 5,958,940 Series A preferred shares | US$298 | |||
China Central International Asset Management Co., Ltd. | March 28, 2018 | Warrants with value of RMB50,000,000, RMB90,000,000 and RMB50,000,000, respectively | N/A | |||
Certain employees | March 31, 2018 | 22,992,538 options to purchase 22,992,538 ordinary shares* | Exercise price ranging from US$0.04 and US$7.78 |
* | In reliance on the exemption of Rule 701 under the Securities Act, all the options were granted by our company under the share incentive plans that we adopted on February 12, 2018 and March 27, 2018, respectively. At the time of each option grant, we were not a reporting company under section 13 or 15(d) of the Exchange Act of 1934 or an investment company registered or required to be registered under the Investment Company Act of 1940. Each share incentive plan is a “compensatory benefit plan” as defined under Rule 701 that we established to provide share incentives to directors, officers and employees of our company and our affiliates, as well as consultants and advisors who render our company or one of our affiliates bona fide services, other than services in connection with the offer or sale of securities of our |
II-2
company or any of our affiliates, as applicable, in a capital raising transaction or as a market maker or promoter of that entity’s securities. |
ITEM 8 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | Exhibits |
See Exhibit Index beginning on pageII-4 of this registration statement.
(b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements or the notes thereto.
ITEM 9 | UNDERTAKINGS |
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters 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 under 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 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 under 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-3
PUXIN LIMITED
EXHIBIT INDEX
II-4
II-5
† | Previously filed. |
II-6
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 FormF-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on June 12, 2018.
PUXIN LIMITED | ||
By: | /s/ Yunlong Sha | |
Name: Yunlong Sha | ||
Title: Chief Executive Officerand Chairman |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 12, 2018.
Signature | Title | |
/s/ Yunlong Sha | Chief Executive Officer and Chairman | |
Name: Yunlong Sha | ||
* | Director | |
Name: Ming Hu | ||
* | Director | |
Name: Kehai Xie | ||
* | Director | |
Name: Xiaoxiao Liu | ||
* | Chief Financial Officer | |
Name: Peng Wang | (principal financial and accounting officer) |
*By: | /s/ Yunlong Sha | |
Name: Yunlong Sha | ||
Attorney-in-fact |
II-7
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Puxin Limited, has signed this registration statement or amendment thereto in New York, on June 12, 2018.
Authorized U.S. Representative | ||
By: | /s/ Colleen A. De Vries | |
Name: Colleen A. De Vries | ||
Title: Senior Vice President |
II-8