As filed with the Securities and Exchange Commission on June 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Dada Nexus Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Cayman Islands | 7370 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
+86 21 3165-7167
(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
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
David Zhang, Esq. Steve Lin, Esq. Kirkland & Ellis International LLP c/o 26/F, Gloucester Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3761-3300 |
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. ☒ 333-238193
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
|
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| Title of each class of securities to be registered |
Amount to be registered(2) |
Proposed maximum offering |
Proposed maximum |
Amount of registration fee | ||||
| Ordinary Shares, par value US$0.0001 per share(1) |
16,100,000 |
$4.00 | $64,400,000 | $8,359 | ||||
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| (1) | American depositary shares issuable upon deposit of ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-238826). Each American depositary share represents four ordinary shares. |
| (2) | Includes ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional shares. Also 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. These ordinary shares are not being registered for the purpose of sales outside the United States. |
| (3) | Determined in accordance with Rule 457(a) under the Securities Act of 1933. |
The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-238193) initially filed by Dada Nexus Limited. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on May 12, 2020, which was declared effective by the Commission on June 4, 2020, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto.
Dada Nexus Limited
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Shanghai, China, on June 5, 2020.
| Dada Nexus Limited | ||
| By: | /s/ Philip Jiaqi Kuai | |
| Name: Philip Jiaqi Kuai | ||
| Title: Chairman of the Board of Directors and Chief Executive Officer | ||
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 indicated on June 5, 2020.
| Signature |
Title | |
| /s/ Philip Jiaqi Kuai |
||
| Philip Jiaqi Kuai | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
| * |
||
| Zhenhui Wang | Director | |
| * |
||
| Sandy Ran Xu | Director | |
| * |
||
| Christina Xiaojing Zhu | Director | |
| * |
||
| Kui Zhou | Director | |
| /s/ Beck Zhaoming Chen |
||
| Beck Zhaoming Chen | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| *By: | /s/ Philip Jiaqi Kuai | |
| Name: Philip Jiaqi Kuai | ||
| Attorney-in-fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Dada Nexus Limited has signed this registration statement or amendment thereto in New York on June 5, 2020.
| Authorized U.S. Representative | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
Exhibit 5.1
Our ref MHY/766977-000001/17171760v1
Dada Nexus Limited
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
5 June 2020
Dada Nexus Limited
We have acted as Cayman Islands legal advisers to Dada Nexus Limited (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date, and the related registration statement filed pursuant to Rule 462(b) of the U.S. Securities Act of 1933, as amended (the “Rule 462(b) Registration Statement”), relating to the offering by the Company of certain American depositary shares (the “ADSs”) representing the Company’s ordinary shares of par value US$0.0001 each (the “Shares”).
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Rule 462(b) Registration Statement.
| 1 | Documents Reviewed |
For the purposes of this opinion letter, we have reviewed only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 8 July 2014 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The seventh amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 8 August 2018 (the “Pre-IPO Memorandum and Articles”). |
| 1.3 | The eighth amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 6 May 2020 and effective immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares (the “IPO Memorandum and Articles”). |
| 1.4 | The written resolutions of the board of directors of the Company dated 6 May 2020 (the “First Directors Resolutions”) and 31 May 2020 (the “Second Directors Resolution”, together with the First Directors Resolutions, the “Directors Resolutions”). |
| 1.5 | The written resolutions of the shareholders of the Company dated 6 May 2020 and 31 May 2020 (the “Shareholders Resolutions”). |
| 1.6 | A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”). |
| 1.7 | A certificate of good standing dated 12 May 2020, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”). |
| 1.8 | The Registration Statement. |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
| 2.4 | There is nothing contained in the minute book or corporate record of the Company (which we have not inspected) which would or might affect the opinions set out below. |
| 3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$200,000 divided into 2,000,000,000 shares of a par value of US$0.0001 each. |
| 3.3 | The allotment and issue of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally allotted and issued, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. |
2
| 4 | Qualifications |
In this opinion letter the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
3
Director’s Certificate
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-1 filed pursuant to Rule 462(b) of the Securities Act 1933, of our report dated March 13, 2020 relating to the financial statements of Dada Nexus Limited (May 6, 2020 as to the convenience translation described in Note 2.5), appearing in the Registration Statement on Form F-1 (File No. 333-238193) (the “Earlier Effective Registration Statement”).
We also consent to the reference to us under the heading “Experts” in the Earlier Effective Registration Statement.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
June 5, 2020