As filed with the Securities and Exchange Commission on June 25, 2021
Registration No. 333-257308
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO.2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
XPeng Inc.
(Exact name of
Registrant as specified in its charter)
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Cayman Islands
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3711
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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No. 8 Songgang Road, Changxing Street
Cencun, Tianhe District, Guangzhou
Guangdong 510640
Peoples Republic of China
+86-020-6680-6680
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, N.Y. 10168
+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Sarah P. Payne, Esq.
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo
Alto, CA 94303
U.S.A.
+1-650-461-5669
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Ching-Yang Lin, Esq.
Sullivan & Cromwell (Hong Kong) LLP
20th Floor, Alexandra House
18 Chater Road, Central
Hong Kong
+852-2826-8688
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Calvin C. Lai, Esq.
Freshfields Bruckhaus Deringer
55th Floor, One Island East
Taikoo Place, Quarry Bay
Hong Kong
+852-2846-3400
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Michael Levitt, Esq.
Freshfields Bruckhaus Deringer U.S. LLP
601 Lexington Avenue
New
York, NY 10022
U.S.A.
+1-212-277-4000
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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. ☐
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
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price per
share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee(3)(4)
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Class A ordinary shares, par value US$0.00001 per share(5)
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97,750,000
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US$23.19
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US$2,267,280,037.11
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US$247,360.25
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(1)
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Includes 12,750,000 Class A ordinary shares offered to, among other things, cover the underwriters
over-allocations. To facilitate the settlement of the over-allocations, J.P. Morgan Securities plc is expected to enter into a borrowing agreement with Quack Holding Limited. J.P. Morgan Securities plc may borrow up to 12,750,000 Class A ordinary
shares from Quack Holding Limited.
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(2)
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Calculated based on an exchange rate of HK$7.7604 to US$1.00 as of June 11, 2021, as set forth in the H.10
statistical release of the Board of Governors of the Federal Reserve System. The proposed maximum offering price is HK$180.00 per Class A ordinary share.
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(3)
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Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as amended.
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(5)
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Includes all Class A ordinary shares in the Global Offering. Such Class A ordinary shares include those
initially offered and sold within the United States, and those initially offered and sold outside the United States that may be resold from time to time within the United States. Offers and sales of Class A ordinary shares outside the United States
are being made pursuant to applicable law. From time to time, such Class A ordinary shares may be represented by ADSs, issuable upon deposit of the Class A ordinary shares registered hereby, which have been registered under separate registration
statements on Form F-6 dated August 21, 2020 (Registration No. 333-248098), December 8, 2020 (Registration No. 333-251204) and May 14, 2021 (Registration No.
333-256151).
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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.