ˆ20017np!wx%tWbBpYŠ 20017np!wx%tWbBpY VDI-W7-PFD-0372 SADKO Donnelley Financial14.4.3.0 LSWbellt0ln 20-Nov-2020 07:40 EST 29162 FS 1 14* PROSPECTUS None LON CLN PS PMT 1C As filed with the Securities and Exchange Commission on November 20, 2020. Registration No. 333-249810 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 Ozon Holdings PLC (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Cyprus 5961 N/A (State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) Arch. Makariou III, 2-4 Capital Center, 9th floor 1065, Nicosia Cyprus Telephone: +357 22 360 000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 +1 302 738 6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: James C. Scoville Alan Kartashkin J. David Stewart Debevoise & Plimpton LLP Debevoise & Plimpton LLP Latham & Watkins LLP 65 Gresham Street OKO Tower Ul. Gasheka 6 London, EC2V 7NQ 21/1 First Krasnogvardeisky Proezd Ducat III, Office 510 United Kingdom Floor 41 Moscow, 125047 +44 20 7786 9000 Moscow, 123112 Russia Russia +7 495 785 1234 +7 495 139 4000 ˆ20017np!wwkowgTHQŠ 20017np!wwkowgTHQ VDI-W7-PFL-2018 SADKO Donnelley Financial14.4.3.0 LSWmanib0dc 16-Nov-2020 18:28 EST 29162 FS 2 18* PROSPECTUS None LON CLN PS PMT 1C 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. ‘ 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 È 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 Proposed Maximum Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of Securities to be Registered(1) Registered(2) Share Price(3) Registration Fee(4) Ordinary shares, nominal value of $0.001 per share ....... 34,500,000 $27.50 $948,750,000 $103,509 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-250104). Each American depositary share represents one ordinary share. (2) Includes additional ordinary shares represented by American depositary shares that the underwriters have an option to purchase. (3) Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. (4) Registration fees totaling $10,910 were previously paid in connection with the initial filing of this registration statement. 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 said Section 8(a), may determine. ˆ20017np!wx%t#Nrp;Š 20017np!wx%t#Nrp; VDI-W7-PFD-0372 SADKO Donnelley Financial14.4.3.0 LSWbellt0ln 20-Nov-2020 07:41 EST 29162 COV 1 41* PROSPECTUS None LON CLN g46f15-1.0 PS PMT 5C PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2020 iled with the r to buy these American Depositary Shares Ozon Holdings PLC 30,000,000 American Depositary Shares Representing 30,000,000 Ordinary Shares $ per ADS This is the initial public offering of American Depositary Shares (“ADSs”) representing ordinary shares of Ozon Holdings PLC, a public limited company organized under the laws of Cyprus. Each ADS will represent one ordinary share. Prior to this offering, there has been no public market for the ADSs or our shares. We currently expect the initial public offering price to be between $22.50 and $27.50 per ADS. Baring Vostok Fund V Nominees Limited (“BVFVNL”), an existing shareholder, and BV Special Investments Limited (“BVSIL”), an affiliate of existing shareholders, which are indirectly advised by Baring Vostok Capital Partners Group Limited, have entered into a private placement agreement to purchase $67,500,000 of ordinary shares or ADSs, and Sistema PJSFC (“Sistema”), an existing shareholder, has entered into a private placement agreement to purchase $67,500,000 of ordinary shares or ADSs in concurrent private placements at a price per share equal to the initial public offering price per ADS, for a total of $135 million. The underwriters may also exercise their option to purchase up to 4,500,000 additional ADSs from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. We have been approved to list the ADSs on The Nasdaq Global Select Market under the symbol “OZON.” We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer.’” Investing in the ADSs involves risks. See “Risk Factors” beginning on page 24. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price ......................... $ $ Underwriting discount(1) ........................... $ $ Proceeds, before expenses, to us ..................... $ $ (1) We refer you to “Underwriting” for additional information regarding underwriting compensation. The underwriters expect to deliver the ADSs to purchasers on or about , 2020 through the book-entry facilities of The Depository Trust Company. Morgan Stanley Goldman Sachs & Citigroup UBS Investment Co. LLC Bank Sber CIB VTB Capital RenCap Prospectus dated , 2020 The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement f Securities and Exchangesecurities Commission in is any effective. jurisdiction This or state preliminary where prospectus the is offer or not sale an is offer not permitted. to sell these securities and it is not soliciting an offe ˆ20017np!wtQCnnRHsŠ 20017np!wtQCnnRHs VDI-W7-PFD-0339 SADKO Donnelley Financial14.4.3.0 LSWkandk0dc 02-Nov-2020 13:42 EST 29162 IFC 1 9* PROSPECTUS None LON CLN g52u97-2.0 PS PMT 1C ˆ20017np!wu#LNaWp2Š 20017np!wu#LNaWp2 VDI-W7-PFL-2474 SADKO Donnelley Financial14.4.3.0 LSWchitv1dc 09-Nov-2020 22:20 EST 29162 IFC 2 9* PROSPECTUS None LON CLN g83f81-11.0 PS PMT 1C Globally Proven Business Model of 3P Marketplace Complemented by 1P Offering… VALUE PROPOSITION VALUE PROPOSITION FOR FOR BUYERS Marketplace SELLERS “3P” 51% c.11.4MM of GMV(3) c.18.1K ACTIVE BUYERS(1) ACTIVE SELLERS(2) Widest multi-category selection Platform Access to a large buyer audience Exceptional value Fulfillment by Ozon or sellers Great convenience Advanced analytics tools Direct Sales Seller lending options “1P” 45% of GMV(3,4) Source: Company data. (2) Number of unique sellers who made a sale on our Marketplace within the 12 Notes: month period preceding September 30, 2020. (1) Unique buyers who placed an order on OZON.ru platform within the 12 month (3) GMV incl. services for the three months ended September 30, 2020. period preceding September 30, 2020. (4) Remaining 4% comprised of services