As filed with the U.S. Securities and Exchange Commission on December 13, 2021
Registration No. 333-259129
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Yoshitsu Boueki Kabushiki Kaisha
(Exact name of registrant as specified in its charter)
Yoshitsu Co., Ltd
(Translation of Registrant’s name into English)
Japan | 5990 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022
Japan
+81356250668
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC | David Danovitch, Esq. Angela Gomes, Esq. 1633 Broadway New York, NY 10019 212-660-3000 |
Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
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. |
☐ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered(1) | Amount to Be Registered | Proposed Maximum Offering Price per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee(6) | ||||||||||||
Ordinary shares(2)(4) | 6,900,000 | $ | 6.00 | $ | 41,400,000 | $ | 4,516.74 | |||||||||
Representative warrants(5) | — | — | — | — | ||||||||||||
Ordinary shares underlying the representative warrants | 300,000 | $ | 7.20 | $ | 2,160,000 | $ | 235.66 | |||||||||
Total | 7,200,000 | — | $ | 43,560,000 | $ | 4,752.40 |
(1) | American depositary shares (“ADSs”) issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-259717). Each ADS represents one ordinary share. |
(2) | Includes (a) ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs to cover over-allotments, if any, and (b) all ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States. Offers and sales of ordinary shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933, as amended, and are not covered by this registration statement. |
(3) | Estimated solely for the purpose of determining the amount of registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
(4) | In accordance with Rule 416(a), we are also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution from share splits, share dividends, or similar transactions. |
(5) | The Registrant will issue to the representative of the several underwriters warrants to purchase a number of ADSs equal to an aggregate of 5% of the ADSs sold in the offering, excluding any ADSs issued upon exercise of the underwriters’ over-allotment option. The exercise price of the representative’s warrants is equal to 120% of the offering price of the ADSs offered hereby. The representative’s warrants are exercisable at any time, and from time to time, in whole or in part, beginning from six months after the date of issuance and expiring on the fifth-year anniversary of the commencement of sales of ADSs in the offering. |
(6) | 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 of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Yoshitsu Co., Ltd is filing this Amendment No. 3 (this “Amendment No. 3”) to its Registration Statement on Form F-1 (File No. 333-259129), originally filed on August 27, 2021 (the “Registration Statement”), as an exhibit-only filing solely to file Exhibits 5.1, 23.1, and 23.2, as indicated in the Exhibit Index of Part II of the Registration Statement, to replace the previously filed Exhibits 5.1, 23.1, and 23.2. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page to the Registration Statement, and the exhibits being filed with this Amendment No. 3. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | Exhibits |
See Exhibit Index beginning on page II-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 the consolidated financial statements or the notes thereto.
II-1
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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on December 13, 2021.
Yoshitsu Co., Ltd | ||
By: | /s/ Mei Kanayama | |
Mei Kanayama | ||
Representative Director and Director | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Mei Kanayama | Representative Director and Director | December 13, 2021 | ||
Name: Mei Kanayama | (Principal Executive Officer) | |||
/s/ Youichiro Haga | Director and Corporate Officer | December 13, 2021 | ||
Name: Youichiro Haga | (Principal Accounting and Financial Officer) | |||
* | Director | December 13, 2021 | ||
Name: Sen Uehara | ||||
* | Director | December 13, 2021 | ||
Name: Yoji Takenaka | ||||
* | Director | December 13, 2021 | ||
Name: Tetsuya Sato | ||||
* | Director | December 13, 2021 | ||
Name: Yukihisa Kitamura |
*By: | /s/ Mei Kanayama | |
Name: Mei Kanayama | ||
Attorney-in-fact |
II-2
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 America, has signed this registration statement or amendment thereto in New York, NY on December 13, 2021.
Cogency Global Inc. | |||
Authorized U.S. Representative | |||
By: | /s/ Colleen A. De Vries | ||
Name: | Colleen A. De Vries | ||
Title: | Senior Vice President on behalf of Cogency Global Inc. |
II-3
EXHIBIT INDEX
II-4
II-5
* | Filed herewith. |
** | Previously filed. |
II-6