Table of Contents As filed with the U.S. Securities and Exchange Commission on September 19, 2018. Registration No. 333-226929 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 Farfetch Limited* (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Cayman Islands 5961 Not Applicable (State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) The Bower 211 Old Street London EC1V 9NR United Kingdom +44 (0) 20 7549 5400 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) C T Corporation System 111 Eighth Avenue New York, NY 10011 (212) 894-8940 (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: Marc D. Jaffe, Esq. Mark C. Stevens, Esq. Joshua G. Kiernan, Esq. James D. Evans, Esq. Ian D. Schuman, Esq. Katherine K. Duncan, Esq. Latham & Watkins LLP Fenwick & West LLP 885 Third Avenue 801 California Street New York, New York 10022 Mountain View, California 94041 (212) 906-1200 (650) 988-8500 Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective. 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 Proposed Maximum Maximum Aggregate Title of Each Class of Amount to be Offering Price Offering Amount of Securities to be Registered Registered(1) per Share Price(2) Registration Fee(3) Class A ordinary shares, par value $0.04 per share 50,880,311 $19.00 $966,725,909 $120,357.38 (1) Includes the aggregate offering price of additional Class A ordinary shares that may be acquired by the underwriters if the underwriters’ option to purchase additional Class A ordinary shares is exercised. (2) Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. (3) Of this amount $91,282.58 has previously been 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 U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. * The registrant is an exempted company incorporated with limited liability under the laws of the Cayman Islands known as Farfetch Limited. Prior to the consummation of this offering, all holders of warrants over Farfetch.com shares, except a holder of 37,999 warrants that will remain outstanding after this offering, will exercise their warrants into the applicable class of shares, and the outstanding shares of Farfetch.com Limited, a company incorporated under the laws of the Isle of Man with registered number 000657V, will be exchanged for shares of Farfetch Limited with equivalent rights. Following the exchange and immediately prior to and conditional upon the consummation of the offering, the ordinary shares, the restricted linked ordinary shares and the preference shares held by the shareholders of Farfetch Limited will be converted into ordinary shares of Farfetch Limited and subsequently exchanged for Class A ordinary shares and Class B ordinary shares, as applicable, and our amended and restated memorandum and articles of association that will be in effect on consummation of the offering will be adopted. In a similar way, outstanding options of Farfetch.com Limited will be released in exchange for grants of options with equivalent rights in relation to Farfetch Limited. As a result of these reorganization transactions our business will be conducted through Farfetch Limited and its subsidiaries. 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 Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities 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 September 19, 2018 44,243,749 Shares Farfetch Limited Class A Ordinary Shares $ per share This is the initial public offering of Class A ordinary shares of Farfetch Limited. We are selling 33,609,891 of our Class A ordinary shares and the selling shareholders identified in this prospectus are selling 10,633,858 of our Class A ordinary shares in this offering. We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders. Prior to this offering, there has been no public market for our Class A ordinary shares. It is currently estimated that the initial public offering price per share will be between $17.00 and $19.00. We have been approved to list our Class A ordinary shares on The New York Stock Exchange under the symbol “FTCH.” Following this offering, we will have two classes of shares outstanding, Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion rights. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 20 votes per share and is convertible at any time into one Class A ordinary share. In addition, our Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events. After giving effect to the sale of Class A ordinary shares hereby, José Neves, our Chief Executive Officer and the beneficial owner of our outstanding Class B ordinary shares, will hold approximately 77.6% of the voting power of our outstanding shares following this offering and the concurrent private placement described below (77.2% if the underwriters exercise their option to purchase additional Class A ordinary shares in full). Concurrently with, and subject to, the consummation of this offering, Kadi Group Holding Limited, an existing shareholder and an affiliate of JD.com Inc., or any of its affiliates, has agreed to purchase from us, in a private placement, Class A ordinary shares totalling one-third of the number of Class A ordinary shares Kadi Group Holding Limited would need to purchase in order to maintain its percentage holding of our total issued and outstanding share capital on a fully diluted basis immediately following the consummation of this offering at a price per share equal to the initial public offering price. Kadi Group Holding Limited will not purchase any further Class A ordinary shares in the event that the underwriters exercise their option to purchase additional shares. Artemis, the Pinault family investment arm, which controls Kering, has indicated an interest in purchasing an aggregate of up to $50.0 million in Class A ordinary shares in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Artemis could determine to purchase more, less or no Class A ordinary shares in this offering, or the underwriters could determine to sell more, less or no shares to Artemis. The underwriters will receive the same discount on any of our Class A ordinary shares purchased by Artemis as they will from any other shares sold to the public in this offering. 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 our Class A ordinary shares involves risks.