Securities and Exchange Commission Form F-1 M17

As filed with the Securities and Exchange Commission on May 25, 2018 Registration No. 333-224894 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M17 Entertainment 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 (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 13F, No. 2, Sec. 5, Xinyi Road, Xinyi District, Taipei City 110, Taiwan Republic of China +886 (2) 2720-8688 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Cogency Global Inc. 10 East 40th Street, 10th Floor New York, N.Y. 10016 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) copies to: David T. Zhang, Esq. Chris K.H. Lin, Esq. Benjamin W. James, Esq. Daniel Fertig, Esq. Kirkland & Ellis International LLP Simpson Thacher & Bartlett LLP c/o 26th Floor, Gloucester Tower, The Landmark 35th Floor, ICBC Tower 15 Queen’s Road Central, Hong Kong 3 Garden Road, Central +852 3761-3300 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. អ 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. អ 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. អ 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. អ 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. អ † 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 Proposed Maximum Title of each class of securities Amount to be Offering Price Aggregate Offering Amount of to be registered Registered(2)(3) Per Share(3) Price(2)(3) Registration Fee(4) Class A Ordinary shares, par value US$0.0001 per share(1) 69,101,200 US$1.50 US$103,651,800.00 US$12,904.65 (1) American depositary shares 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. 333-225114). Each American depositary share represents eight Class A ordinary share(s). (2) Includes Class A 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 Class A ordinary shares are first bona fide offered to the public, and also includes Class A ordinary shares that may be purchased by the underwriters pursuant to an option to purchase additional ADSs. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. (3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (4) Previously paid. 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. Subject to Completion. Dated May 25, 2018. 7,511,000 American Depositary Shares 1MAR201814025508 M17 Entertainment Limited istration statement filed Representing 60,088,000 Class A Ordinary Shares and we are not soliciting any This is an initial public offering of American depositary shares, or ADSs, by M17 Entertainment Limited. M17 Entertainment Limited is offering 7,511,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$10.00 and US$12.00. We have applied to list the ADSs on the New York Stock Exchange under the symbol ‘‘YQ.’’ We are an ‘‘emerging growth company’’ as defined under applicable U.S. securities laws and, as such, we are eligible for reduced public company reporting requirements. Immediately prior to the completion of this offering, our outstanding issued share capital will consist of Class A ordinary shares and Class B ordinary shares. Joseph Jiexian Phua, our director and group chief executive officer, will beneficially own all of our issued Class B ordinary shares and will be able to exercise 56.3% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. 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 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. We are a ‘‘controlled company’’ under the rules of the New York Stock Exchange, and may be exempt from certain corporate governance requirements, though we do not intend to rely on such exemptions. See ‘‘Risk Factors—Risks Related to Our ADSs and This Offering—As a ‘‘controlled company’’ under the rules of the New York Stock Exchange, we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.’’ See ‘‘Risk Factors’’ beginning on page 14 to read about factors you should consider before buying the ADSs. Neither the 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 a description of compensation payable to the underwriters, see ‘‘Underwriting.’’ The underwriters have the option to purchase up to an additional 1,126,650 ADSs from us at the initial public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2018. Citigroup Deutsche Bank Securities Daiwa Capital Markets Mizuho Securities with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities offer to buy these securities in any jurisdiction where such or sale is not permitted. The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until reg The information in this preliminary prospectus is not complete and may be changed. We Prospectus dated , 2018. TABLE OF CONTENTS Page Prospectus Summary ........................................................ 1 Risk Factors .............................................................. 14 Special Note Regarding Forward-Looking Statements and Industry Data .................. 47 Use of Proceeds ........................................................... 49 Dividend Policy ............................................................ 50 Capitalization ............................................................. 51 Dilution ................................................................. 53 Enforceability of Civil Liabilities ............................................... 55 Corporate History and Structure ............................................... 58 Selected Consolidated Financial

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