As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATRenew Inc.
(Exact name of registrant as specified in its charter)
_______________
Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
|
|
|
12th Floor, No. 6 Building
433 Songhu Road, Shanghai
The People's Republic of China
(Address of Principal Executive Offices and Zip Code)
_______________
Amended and Restated 2021 Share Incentive Plan
(Full title of the plan)
_______________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
Accelerated filer ☒ |
Non-accelerated filer |
|
Smaller reporting company |
|
|
Emerging growth company |
If an emerging growth company, 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.
Copies to:
Chen Chen Chief Financial Officer ATRenew Inc. 12th Floor, No. 6 Building 433 Songhu Road, Shanghai People's Republic of China +86 21 5290-7031 |
|
Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 15 Queen’s Road Central Central, Hong Kong +852 3740 4000 |
EXPLANATORY NOTE
This registration statement on Form S-8 is filed by ATRenew Inc. (the “Registrant”) to register additional securities issuable pursuant to the Amended and Restated 2021 Share Incentive Plan and consists of only those items required by General Instruction E to Form S-8. The maximum aggregate number of shares that may be issued under the Amended and Restated 2021 Share Incentive Plan has been adjusted from 6,021,619 Class A ordinary shares to 12,150,080 Class A ordinary shares, increased by 6,128,461 Class A ordinary shares. Based on the above, the additional securities registered hereby consist of 6,128,461 Class A ordinary shares.
In accordance with General Instruction E to Form S-8, the contents of the registration statements on Form S-8 (File No. 333-259187), as filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2021, are incorporated herein by reference, except as otherwise set forth herein.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by ATRenew Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated articles of association, adopted by its shareholders on May 26, 2021 and effective immediately prior to the completion of the initial public offering of the Registrant’s ADSs representing its Class A ordinary shares, provides that the Registrant shall indemnify its directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256615), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
3
Item 8. Exhibits
See the Index to Exhibits attached hereto.
4
EXHIBIT INDEX
Exhibit Number |
Description |
4.1 |
|
4.2 |
|
4.3 |
|
5.1* |
|
10.1 |
|
23.1* |
|
23.2* |
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
24.1* |
|
107.1* |
___________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on April 28, 2023.
|
ATRenew Inc. |
By: |
/s/ Kerry Xuefeng Chen |
Name: |
Kerry Xuefeng Chen |
Title: |
Chairman of the Board of Directors and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Mr. Kerry Xuefeng Chen, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on April 28, 2023.
Signature |
Title |
|
|
|
|
/s/ Kerry Xuefeng Chen Kerry Xuefeng Chen |
|
Chairman and Chief Executive Officer (Principal Executive Officer) |
|
|
|
/s/ Yongliang Wang Yongliang Wang |
|
Director and President |
|
|
|
/s/ Lijun Xin Lijun Xin |
|
Director |
|
|
|
/s/ Shuangxi Wu Shuangxi Wu |
|
Director |
|
|
|
/s/ Chen Chen Chen Chen |
|
Director and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
|
/s/ Jingbo Wang Jingbo Wang |
|
Director |
|
|
|
/s/ Guoxing Jiang Guoxing Jiang |
|
Director |
|
|
|
/s/ Rui Zhu |
|
Director |
Rui Zhu |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ATRenew Inc. has signed this registration statement or amendment thereto in New York, New York on April 28, 2023.
|
Authorized U.S. Representative |
|
COGENCY GLOBAL INC. |
|
|
By: |
/s/ Collen A. De Vries |
Name: |
Collen A. De Vries |
Title: |
Senior Vice President on behalf of Cogency Global Inc. |
Exhibit 5.1
Ref: DOCPROPERTY DocXDocID KKZ/783539-000001/26048903v2
ATRenew Inc.
12th Floor, No. 6 Building,
433 Songhu Road, Shanghai,
People's Republic of China
28 April 2023
Dear Sir or Madam
ATRenew Inc. (the "Company")
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") on 28 April 2023 (the "Registration Statement"), which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the "Securities Act") of 6,128,461 class A ordinary shares, par value US$0.001 per share (the "Shares"), issuable by the Company pursuant to the Company's Amended and Restated 2021 Share Incentive Plan (the “Plan”).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 26 May 2021 and effective immediately prior to the completion of the Company's initial public offering of its American depositary shares representing the Shares (the "Memorandum and Articles") and the minutes of the meeting of the board of directors of the Company held on 13 March 2023 (the "Resolutions").
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
1. The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised.
2. When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.
In this opinion letter, the phrase "non-assessable" means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly passed in the manner prescribed in the memorandum and articles of association of the Company in force at the relevant time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out in this opinion letter, (g) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out in this opinion letter, and (h) upon the issue of any Shares, the Company will receive consideration which shall be not less than the par value of such Shares.
This opinion letter is to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose.
We consent to the use of this opinion letter as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 18, 2023, relating to the financial statements of ATRenew Inc. and the effectiveness of ATRenew Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 20-F for the year ended December 31, 2022.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, the People’s Republic of China
April 28, 2023
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
ATRenew Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type |
Security Class Title(1) |
Fee Calculation Rule |
Amount Registered(2) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee(1) |
Equity |
Class A ordinary shares, par value $0.001 per share |
Rule 457(c) and Rule 457(h) |
6,128,461 (3) |
$3.28(3) |
$20,076,838.24 |
$0.0001102 |
$2,212.47 |
Total Offering Amounts |
|
$20,076,838.24 |
|
$2,212.47 |
|||
Total Fee Offsets |
|
|
|
— |
|||
Net Fee Due |
|
|
|
$2,212.47 |
|||