Form F-1/A UTime Ltd
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E-mailAs filed with the Securities and Exchange Commission on March 31, 2021.
Registration No. 333-237260
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9 to
FORM
F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UTime
Limited
(Exact name of Registrant as specified in its charter)
Not
Applicable
(Translation of Registrant’s name into English)
| Cayman Islands | 3600 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
7th
Floor, Building 5A
Shenzhen Software Industry Base, Nanshan District
Shenzhen, People’s Republic of China 518061
+86 755 86512266
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi
& Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Barry
I. Grossman, Esq. Jessica S. Yuan, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 |
William
S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Tim Dockery, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue, 3rd Floor New York, NY 10017 212-588-0022 |
Approximate date of commencement of proposed sale to the public: As soon as practicable 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, please 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 to be Registered | Proposed Maximum Aggregate Offering Price per Unit | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee(3) | ||||||||||||
| Ordinary shares, par value $0.0001 per share | 3,750,000 | $ | 5.00 | $ | 18,750,000 | $ | 2,045.63 | |||||||||
| Total | 3,750,000 | $ | 18,750,000 | $ | 2,045.63 | |||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional ordinary shares as may be issued after the date hereof as a result of share splits, share dividends or similar transactions. |
| (3) | 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 Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This amendment is being filed solely to file exhibit 99.7 to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. Indemnification of Directors and Officers
We are a Cayman Islands company. 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 memorandum and articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through actual fraud or their own willful default.
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We intend to enter into indemnification agreements with each of our directors and officers in connection with this offering. Under these agreements, we will 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 a director or officer of our company.
ITEM 7. Recent Sales of Unregistered Securities
During the past three years, we issued, sold and repurchased the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following issuances to private placement investors was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. We believe that our issuances of incentive shares and options to our employees, directors, officers and consultants were exempt from registration under the Securities Act in reliance on Rule 701 under the Securities Act.
On October 9, 2018, we issued 12,000,000 ordinary shares, par value $0.0001 per share, to Mr. Bao, our founder, chief executive officer and chairman of the board of directors, in connection with our incorporation, for consideration of $1,200. In May 2019, these shares were transferred to Grandsky Phoenix Limited, a company established under the laws of the British Virgin Islands that is wholly owned by Mr. Bao.
On June 3, 2019, we issued 377,514 ordinary shares, par value US$0.0001 per share, to HMercury Capital Limited, an exempted company incorporated under the laws of the British Virgin Island that is wholly owned by Mr. He, our director nominee, pursuant to a certain share subscription agreement, for consideration of $37.75.
On April 29, 2020, the Company approved a board resolution that agreed to repurchase 7,620,000 and 239,721 ordinary shares, which were subsequently cancelled, at par value from Grandsky Phoenix Limited and HMercury Capital Limited, respectively, based on the share repurchase agreement that the Company entered into with Grandsky Phoenix Limited and HMercury Capital Limited on April 29, 2020. Both Grandsky Phoenix Limited and HMercury Capital Limited confirmed that they have opted not to receive the consideration for the Repurchased Shares and made a pure capital contribution in the sum of the purchase price in favor of the Company without the issue of additional shares of the Company. As a result, Mr. Bao, through Grandsky Phoenix Limited, and Mr. He, through HMercury Capital Limited, own 4,380,000 ordinary shares, representing 96.95% of equity interest and 137,793 ordinary shares, representing 3.05% of equity interest of the Company, respectively, as of the date of this prospectus.
II-1
ITEM 8. Exhibits and Financial Statement Schedules
a) Exhibits
See Exhibit Index beginning on page II-5 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
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.
ITEM 9. Undertakings
The undersigned registrant hereby undertakes:
| (1) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. |
| (2) | That, for purposes of determining any liability under the Securities Act of 1933, (i) 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 pursuant to 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; and (ii) 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-2
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 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 Shenzhen, China, on March 31, 2021.
| UTIME LIMITED | ||
| By: | /s/ Minfei Bao | |
| Name: | Minfei Bao | |
| Title: | Chief
Executive Officer and Chairman of the Board of Directors (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/ Minfei Bao | Chief Executive Officer and | March 31, 2021 | ||
| Minfei Bao | Chairman
of the Board of Directors (Principal executive officer) |
|||
| /s/ Shibin Yu | Chief Financial Officer | March 31, 2021 | ||
| Shibin Yu | (Principal
financial officer and principal accounting officer) |
II-3
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of UTime Limited has signed this registration statement in Newark, Delaware, on March 31, 2021.
| Authorized U.S. Representative | |
| /s/ Donald Puglisi | |
| Name: Donald Puglisi | |
| Title: Managing Director |
II-4
EXHIBIT INDEX
|
Exhibit Number |
Description of Document |
|
1.1* |
||
|
3.1* |
Memorandum and Articles of Association of the Registrant, as currently in effect |
|
|
3.2* |
||
5.1* |
||
5.2* |
||
8.1* |
||
|
8.2* |
Opinion of Ellenoff Grossman & Schole LLP regarding certain U.S. tax matters |
|
|
10.1* |
||
|
10.2* |
||
|
10.3* |
||
|
10.4* |
||
|
10.5* |
Second Amended and Restated Power of Attorney, dated September 4, 2019, executed by Minfei Bao. |
|
|
10.6* |
Amended and Restated Power of Attorney, dated September 4, 2019, executed by Min He. |
|
|
10.7* |
||
|
10.8* |
Amended and Restated Spousal Consent Letter, dated September 4, 2019, executed by Min He’s spouse. |
|
|
10.9* |
||
|
10.10* |
||
|
10.11* |
||
|
10.12* |
||
|
10.13* |
||
|
10.14* |
||
|
10.15* |
||
|
10.16* |
||
|
10.17* |
||
|
10.18* |
Form of Indemnification Agreement between the Registrant and its officers and directors |
|
|
10.19* |
||
|
10.20* |
||
|
10.21* |
||
|
10.22* |
||
|
10.23* |
||
|
10.24* |
||
|
10.25* |
II-5
Exhibit Number |
Description of Document |
|
10.26* |
||
10.27* |
||
10.28* |
||
10.29* |
||
10.30* |
||
10.31* |
||
10.32* |
||
10.33* |
||
10.34* |
||
10.35* |
||
10.36* |
||
10.37* |
||
10.38* |
||
10.39* |
||
10.40* |
||
10.41* |
||
21.1* |
||
23.1* |
||
23.2* |
Consent of Maples and Calder (Cayman) LLP (included in Exhibits 5.1 and 8.1) |
|
23.3* |
||
24.1* |
Powers of Attorney (included on signature page to Registration Statement on Form F-1) |
|
99.1* |
||
99.2* |
||
99.3* |
||
99.4* |
||
99.5* |
||
99.6* |
||
| 99.7** | Representation under Item 8.A.4 of Form 20-F |
| * | Previously filed |
| ** | Filed herewith |
II-6
Exhibit 99.7
UTime Limited
7th Floor, Building 5A
Shenzhen Software Industry Base, Nanshan District
Shenzhen, People’s Republic of China 518061
March 31, 2021
VIA EDGAR
Jay Ingram
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
| Re: | UTime Limited |
Amendment No. 9 to Registration Statement on Form F-1
Filed March 31, 2021
File No. 333-237260
Dear Mr. Ingram:
The undersigned, UTime Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing of Amendment No. 9 to the Company’s above-referenced registration statement on Form F-1 (the “Registration Statement”) relating to the Company’s initial public offering (“IPO”) of ordinary shares.
The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, as of March 31, 2020 and 2019 and for each of the two fiscal years ended March 31, 2020 and 2019, and unaudited interim consolidated financial statements as of September 30, 2020 and for each of the six-month periods ended September 30, 2020 and 2019.
Item 8.A.4 of Form 20-F states that the last year of audited financial statements for a company in a Registration Statement on Form F-1 (the “Registration Statement”) may not be older than 15 months at the time of the offering, provided that, in the case of a company’s IPO, the Registration Statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the IPO.
Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, a company may comply with the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.
The Company hereby represents to the Commission that:
1. The Company is not currently a public reporting company in any other jurisdiction.
2. The Company is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and complying with the 12-month requirement is impracticable or involves undue hardship.
3. The Company does not anticipate that its audited financial statements for the year ended March 31, 2021 will be available until July 2021.
4. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.
The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
Please do not hesitate to contact me if you have any questions regarding the foregoing or if we can provide any additional information.
Sincerely, | ||
| UTime Limited | ||
| By: | /s/ Minfei Bao | |
| Name: | Minfei Bao | |
| Title: | Chairman and Chief Executive Officer | |
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