As filed with the Securities and Exchange Commission on June 9, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NIO Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands | Not Applicable | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
+86 21-6908-2018
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2018 Share Incentive Plan
(Full title of the plan)
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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Large accelerated filer | x | Accelerated filer | ¨ | |
Non-accelerated file | ¨ | Smaller reporting company | ¨ | |
Emerging growth company | ¨ |
If an emerging growth company, 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. ¨
Copies to:
Wei Feng Chief Financial Officer Building 20, No. 56 AnTuo Road Anting Town, Jiading District Shanghai 201804 People’s Republic of China +86 21-6908-2018 | Yuting Wu, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Center, Tower II, 46/F 1539 Nanjing West Road Shanghai 200040 People’s Republic of China +86 21-6193-8200 |
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed by NIO Inc. (the “Registrant”) for the purpose of registering an aggregate of 77,924,691 additional Class A ordinary shares, par value US$0.00025 per share (the “Class A Ordinary Shares”) of the Registrant issuable pursuant to the 2018 Share Incentive Plan of the Registrant (the “2018 Plan”) and consists of only those items required by General Instruction E to Form S-8.
Previously, an aggregate of 148,253,193 Class A Ordinary Shares of the Registrant were registered for issuance under the Registrant’s 2015 Stock Incentive Plan, 2016 Stock Incentive Plan, 2017 Stock Incentive Plan and the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-229952) filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2019 (the “Existing S-8 Registration Statement”). In accordance with General Instruction E to Form S-8, the contents of the Existing S-8 Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
Pursuant to certain provisions of the 2018 Plan (referred to as the “evergreen provisions”), the number of Class A Ordinary Shares that the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2018 Plan should be automatically increased each year by the number of shares representing 1.5% of the then total issued and outstanding share capital of the Registrant as of the end of each preceding year. The additional securities registered hereby consist of 77,924,691 Class A Ordinary Shares that were added to the then maximum aggregate number of shares issuable pursuant to the 2018 Plan pursuant to the 2018 Plan’s evergreen provisions, but were not registered under the Existing S-8 Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:
(a) | The Registrant’s annual report on Form 20-F (File No. 001-38638) for the year ended December 31, 2022, filed with the Commission on April 28, 2023; and |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
2
Item 8. | Exhibits |
See the Index to Exhibits attached hereto.
3
EXHIBIT INDEX
* Filed herewith.
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 Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on June 9, 2023.
NIO INC. | ||
By: | /s/ Bin Li | |
Name: | Bin Li | |
Title: | Chairman of the Board of Directors and Chief Executive Officer |
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 Bin Li and Wei Feng, with full power to act alone, as his or her true and lawful attorney-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 said attorney-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 said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
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 set forth below on June 9, 2023.
Signature | Title | |
/s/ Bin Li | Chairman of the Board of Directors and Chief Executive Officer (Principal | |
Bin Li | Executive Officer) | |
/s/ Lihong Qin | Director and President | |
Lihong Qin | ||
/s/ Wei Feng | Chief Financial Officer | |
Wei Feng | (Principal Financial Officer) | |
/s/ Hai Wu | Independent Director | |
Hai Wu | ||
/s/ Denny Ting Bun Lee | Independent Director | |
Denny Ting Bun Lee | ||
/s/ Yu long | Independent Director | |
Yu long | ||
/s/ James Gordon Mitchell | Director | |
James Gordon Mitchell |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of NIO Inc., has signed this registration statement in Newark, Delaware, United States of America on June 9, 2023
Authorized U.S. Representative | ||
By: | /s/ Collen A. De Vries | |
Name: | Collen A. De Vries | |
Title: | Senior Vice President |