As filed with the Securities and Exchange Commission on May 10, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZEEKR Intelligent Technology Holding Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 3711 | Not Applicable |
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer Identification Number) |
No. 1388 Minshan Road
Xinqi Street, Beilun District
Ningbo, Zhejiang
People’s Republic of China
(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)
Copies to:
Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 10 Floor, The Hong Kong Club Building 3A Chater Road Central, Hong Kong +852 2533-3300 |
Ran Li, Esq. Davis Polk & Wardwell LLP 22rd Floor, China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing People’s Republic of China +86 10 8567-5051 |
Yi Gao, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852 2514-7600 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-275427
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 Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standard Codification after April 5, 2012. |
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of ordinary shares (in the form of American Depositary Shares) offered by ZEEKR Intelligent Technology Holding Limited (the “Registrant”) by 40,250,000 shares, 5,250,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional ordinary shares of the Registrant. The additional securities that are being registered for sale are in an amount and at a price that together represent not more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as an exhibit to the Initial Registration Statement (defined below). The contents of the Registration Statement on Form F-1, as amended (File No. 333-275427), including all exhibits thereto (the “Initial Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on May 9, 2024, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the below Exhibit Index and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Ningbo, the People’s Republic of China on May 10, 2024.
ZEEKR INTELLIGENT TECHNOLOGY HOLDING LIMITED | ||
By: | /s/ Conghui An | |
Name: Conghui An | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on May 10, 2024 in the capacities indicated:
Signature | Title | |
/s/ Shufu Li | Chairman of the Board of Directors | |
Shufu Li | ||
/s/ Conghui An | Director, Chief Executive Officer (principal executive officer) | |
Conghui An | ||
* | Director | |
Donghui Li | ||
* | Director | |
Shengyue Gui | ||
* | Chief Financial Officer (principal financial officer and principal accounting officer) | |
Jing Yuan |
* | By: | /s/ Conghui An | |
Name: Conghui An | |||
Title: Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shufu Li and Conghui An and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, 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 on May 10, 2024 in the capacities indicated:
Signature | Title | |
/s/ Stephen Brown Davis | Independent Director | |
Stephen Brown Davis | ||
/s/ Miguel A. Lopez Ben | Independent Director | |
Miguel A. Lopez Ben | ||
/s/ Latha Maripuri | Independent Director | |
Latha Maripuri | ||
/s/ Michael David Ricks | Independent Director | |
Michael David Ricks |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of ZEEKR Intelligent Technology Holding Limited, has signed this Registration Statement on May 10, 2024.
Authorized U.S. Representative | ||
By: | /s/ Colleen A. De Vries | |
Name: Colleen A. De Vries | ||
Title: Senior Vice President |