F-6 1 e618218_f6-sti.htm

 

 

As filed with the U.S. Securities and Exchange Commission on January 30, 2023

  

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

FORM F-6

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

Structure Therapeutics Inc.

(Exact name of issuer of deposited securities as specified in its charter)

 

n/a

(Translation of issuer's name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11

New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

Raymond Stevens, Ph.D.

Chief Executive Officer

Structure Therapeutics Inc.

611 Gateway Blvd., Suite 223

South San Francisco, CA 94080

(628) 229-9277

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

 

It is proposed that this filing become effective under Rule 466

  immediately upon filing  
  on (Date) at (Time)  

 

If a separate registration statement has been filed to register the deposited shares, check the following box. ☒

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

Amount

to be registered

Proposed maximum aggregate price per unit (1)

Proposed maximum

aggregate offering price (2)

Amount of

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing three ordinary shares of Structure Therapeutics Inc. 

100,000,000

American Depositary Shares

 

$0.05 $5,000,000

$551

(1)Each unit represents one American Depositary Share.

(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  

 

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

 

 

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

 

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

         
(1) Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
       
(2) Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
       
  (i) Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
         
  (ii) Procedure for voting the deposited securities

  Paragraph (12)
         
  (iii)

Procedure for collecting and distributing dividends 

  Paragraphs (4), (5), (7) and (10)
         
  (iv) Procedures for transmitting notices, reports and proxy soliciting material

  Paragraphs (3), (8), (11) and (12)

         
  (v) Sale or exercise of rights   Paragraphs (4), (5) and (10)
         
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
         
  (vii) Amendment, extension or termination of the Deposit Agreement   Paragraphs (16) and (17)
         
  (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs

  Paragraph (3)
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), and (5)
         
  (x) Limitation upon the liability of the Depositary   Paragraph (14)
         
(3) Fees and charges that a holder of ADRs may have to pay, either directly or indirectly

  Paragraph (7)

 

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary 

Receipt Filed Herewith as Prospectus

         
(a) Statement that Structure Therapeutics Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and retrieved by holders and beneficial owners through the EDGAR system on the Securities and Exchange Commission's Internet Website located as of the date of the Deposit Agreement at www.sec.gov and can be inspected and copied at the public reference facilities maintained by the Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

  Paragraph (8)

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)Form of Deposit Agreement. Form of Deposit Agreement dated as of _______ , 2023 among Structure Therapeutics Inc. (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)Certification under Rule 466. Not applicable.

 

(f)Powers of Attorney for certain officers and directors of the Company. Set forth on the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 30, 2023.

  

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares 

     
  By:

JPMORGAN CHASE BANK, N.A., as Depositary 

     
  By: /s/ Lisa M. Hayes
  Name: Lisa M. Hayes
  Title: Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Structure Therapeutics Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on January 30, 2023.

  

 

Structure Therapeutics Inc.

     
  By: /s/ Raymond Stevens, Ph.D.
  Name:

Raymond Stevens, Ph.D. 

  Title:

Chief Executive Officer

  

POWERS OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Raymond Stevens, Ph.D. and Jun Yoon, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.

 

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 and on the dates indicated.

 

Signature

 

Title

 

Date 

 
     
/s/ Raymond Stevens, Ph.D.    
Raymond Stevens, Ph.D.

Chief Executive Officer and Director

(Principal Executive Officer)

 

January 30, 2023
     
/s/ Jun Yoon    
Jun Yoon

Chief Financial Officer

(Principal Financial and Accounting Officer)

January 30, 2023
     
/s/ Daniel Welch    
Daniel Welch Chairman January 30, 2023
   

/s/ Eric Dobmeier

   
Eric Dobmeier Director January 30, 2023
     
/s/ Ramy Farid, Ph.D.    
Ramy Farid, Ph.D. Director January 30, 2023
     
/s/ Jessica Lifton    
Jessica Lifton Director January 30, 2023
     
/s/ Sharon Tetlow    
Sharon Tetlow Director January 30, 2023
     
/s/ Joanne Waldstreicher, M.D.    
Joanne Waldstreicher, M.D Director January 30, 2023
     

/s/ Chen Yu, M.D.

   

Chen Yu, M.D. 

Director January 30, 2023

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Structure Therapeutics Inc., has signed this Registration Statement in the City of San Francisco, California on January 30, 2023.

  

  Authorized U.S. Representative
     
  By: /s/ Raymond Stevens, Ph.D.

  Name:

Raymond Stevens, Ph.D. 

  Title:

Chief Executive Officer 

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number
   
     
(a)

Form of Amended and Restated Deposit Agreement 

 
     
(d)

Opinion of Counsel to the Depositary