SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2021-06-23 SEC Accession No. 0001193125-21-196858 (HTML Version on secdatabase.com) FILER XPENG INC. Mailing Address Business Address NO. 8 SONGGANG ROAD, NO. 8 SONGGANG ROAD, CIK:1810997| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 CHANGXING STREET CHANGXING STREET Type: F-1 | Act: 33 | File No.: 333-257308 | Film No.: 211037336 CENCUN, TIANHE DISTRICT CENCUN, TIANHE DISTRICT SIC: 3711 Motor vehicles & passenger car bodies GUANGZHOU, GUANGDONGGUANGZHOU, GUANGDONG J0 510640 J0 510640 86-020-6680-6680 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on June 23, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XPeng Inc. (Exact name of Registrant as specified in its charter) Cayman Islands 3711 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 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: Sarah Payne, Esq. Ching-Yang Lin, Esq. Calvin C. Lai, Esq. Michael Levitt, Esq. Sullivan & Cromwell LLP Sullivan & Cromwell (Hong Kong) LLP Freshfields Bruckhaus Deringer Freshfields Bruckhaus Deringer U.S. LLP 1870 Embarcadero Road 20/F, Alexandra House 55th Floor, One Island East 601 Lexington Avenue Palo Alto, CA 94303 18 Chater Road, Central Taikoo Place New York +1-650-461-5669 Hong Kong Quarry Bay, Hong Kong NY 10022, USA +852-2826-8688 +852-2846-3400 +1-212-277-4000 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 Proposed maximum Title of each class of aggregate offering Amount of securities to be registered price(1)(2) registration fee Class A ordinary shares, par value US$0.00001 per share(3) US$2,267,280,037.11 US$247,360.25 (1) Includes 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 Class A ordinary shares from Quack Holding Limited. (2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (3) 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-6s dated August 21, 2020 (Registration No. 333-248098), December 9, 2020 (Registration No. 333-251204) and May 14, 2021 (Registration No. 333-256151). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 © 2021 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 , 2021 XPeng Inc. Class A Ordinary Shares We are offering Class A ordinary shares, par value US$0.00001 per share, as part of a global offering, or the Global Offering, consisting of an international offering of Class A ordinary shares offered hereby, and a Hong Kong public offering of Class A ordinary shares. The public offering price for the international offering and the Hong Kong public offering is HK$ per Class A ordinary share, or approximately US$ per Class A ordinary share based on an exchange rate of HK$7.7604 to US$1.00. Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol XPEV. On June 23, 2021, the closing trading price of our ADSs, as reported on the NYSE, was US$39.99 per ADS, or HK$155.17 per Class A ordinary share, based upon an exchange rate of HK$7.7604 to US$1.00. Each ADS represents two Class A ordinary shares. We will determine the offer price for both the international offering and the Hong Kong public offering by reference to, among other factors, the closing price of our ADSs on the last trading day before the pricing of the global offering, which is expected to be on or about , 2021. The maximum offer price for the Hong Kong public offering is HK$ , or US$ , per Class A ordinary share (equivalent to US$ per ADS). The allocation of Class A ordinary shares between the international offering and the Hong Kong public offering is subject to reallocation. For more information, see Underwriting beginning on page 298 of this prospectus. The public offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See UnderwritingPricing. The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class A ordinary shares sold in the United States, as well as for Class A ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States. We have applied to list our Class A ordinary shares on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, pursuant to the Hong Kong Listing Rules under the stock code . 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 20 to read factors you should consider before investing in our Class A ordinary shares. 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 Class A ordinary shares Total Public Offering Price(1) HK$ HK$ Underwriting Discounts and Commissions(2) HK$ HK$ Proceeds, before expenses, to us(3) HK$ HK$ (1) Equivalent to US$ per ADS, based upon each ADS representing two Class A ordinary shares and 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.