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Phoenix Tree Holdings Limited SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2019-10-28 SEC Accession No. 0001047469-19-005933 (HTML Version on secdatabase.com) FILER Phoenix Tree Holdings Ltd Mailing Address Business Address ROOM 212, CHAO YANG ROOM 212, CHAO YANG CIK:1785154| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 SHOU FU, SHOU FU, Type: F-1 | Act: 33 | File No.: 333-234354 | Film No.: 191173403 8 CHAO YANG MEN NEI ST, 8 CHAO YANG MEN NEI ST, SIC: 6513 Operators of apartment buildings DONGCHENG DIST DONGCHENG DIST BEIJING F4 100010 BEIJING F4 100010 86-10-5717-6925 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS PHOENIX TREE HOLDINGS LIMITED INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 28, 2019 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Phoenix Tree Holdings Limited (Exact name of Registrant as specified in its charter) Cayman Islands 7370 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 People's Republic of China +86-10-5717-6925 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Cogency Global Inc. 10 E. 40th Street, 10th Floor New York, NY10016, United States +1-212-947-7200 (Name, address, including zip code, and telephone number, including area code of agent for service) Copies to: Chris K.H. Lin, Esq. Benjamin Su, Esq. Daniel Fertig, Esq. Daying Zhang, Esq. Simpson Thacher & Bartlett LLP Latham & Watkins LLP 35th Floor, ICBC Tower 18th Floor, One Exchange Square 3 Garden Road 8 Connaught Place Central, Hong Kong Central, Hong Kong +852-2514-7600 +852-2912-2500 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. o 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. o 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. o Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. o 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 ý 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. o 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 Proposed Maximum Title of Each Class of Securities Amount of Aggregate Offering to be Registered(1) Registration Fee Price(2)(3) Class A ordinary shares, par value US$0.00002 per share US$100,000,000 US$12,980.00 (1) American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each ADS represents Class A ordinary shares. (2) Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A 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 either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. (3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. 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. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated , 2019. American Depositary Shares Phoenix Tree Holdings Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Phoenix Tree Holdings Limited. We are offering ADSs. Each ADS represents Class A ordinary shares, US$0.00002 par value per share. We anticipate the initial public offering price per ADS will be between US$ and US$ . Prior to this offering, there has been no public market for the ADSs or our shares. We will apply to list the ADSs on the New York stock Exchange, or the NYSE, under the symbol "DNK." We are an "emerging growth company" under applicable United States federal securities laws and are eligible for reduced public company reporting requirements. See "Risk Factors" on page 22 to read about factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ (1) For additional information on underwriting compensation, see "Underwriting." To the extent that the underwriters sell more than ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregate of additional ADSs from us at the initial public offering price less the underwriting discounts and commissions. Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty (20) votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon the completion of this offering, we will be a "controlled company" as defined under the NYSE Listed Company Manual because Jing Gao, our co-founder, director and chief executive officer, will beneficially own all of our Class B ordinary shares representing % of the voting power of our total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2019. Citigroup Credit Suisse J.P. Morgan Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (in alphabetical order) Prospectus dated , 2019 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2019 www.secdatabase.com. All Rights Reserved.
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