F-6EF 1 sequansf6.htm F-6EF
As filed with the Securities and Exchange Commission on June 27, 2025 Registration No. 333-_____
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

SEQUANS COMMUNICATIONS S.A.

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

 

N/A

(Translation of issuer's name into English)

 

France

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

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

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

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

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[X] 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 offering price per unit (1) Proposed maximum  aggregate offering price Amount of registration fee

 

American Depositary Shares representing ordinary shares of Sequans Communications S.A.

 

500,000,000

American Depositary Shares

 

$5.00

 

$25,000,000

 

$3,827.50

(1)For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.
 
 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

 

Item - 1. Description of Securities to be Registered

 

 

 

Cross Reference Sheet

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

 Introductory Article
  1. Title of the depositary shares and identity of deposited securities

 

 Face of Receipt, top center

Terms of Deposit:

 

  
(i)   The amount of deposited securities represented by one unit of depositary shares Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii)   The procedure for collection and distribution of dividends Articles number 4, 12, 14, 15, 18 and 21
(iv)  The procedure for transmission of notices, reports and proxy soliciting material Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization Articles number 12, 14, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii)  Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares Article number 11
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities Articles number 2, 3, 4, 6, 7 and 21
(x)   Limitation upon the liability of the depositary Articles number 13, 14, 18, 21 and 22

 

3.  Fees and Charges Article number 7

 

 
 

 

Item - 2. Available Information

The foreign issuer either, as applicable, (i) publishes information as contemplated under Rule 12g3-2(b) or (ii) is or will be subject to the periodic reporting requirements and will file or submit certain reports to the Commission, in each case under the Securities Exchange Act of 1934, as amended. Article number 11
 
 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

a. Form of Amended and Restated Deposit Agreement dated as of May 14, 2018, among Sequans Communications S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b. Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. –See (a) above.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e. Certification under Rule 466. – Filed herewith as Exhibit 5.

 

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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.

 

 
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 27, 2025.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Sequans Communications S.A.

 

By: The Bank of New York Mellon
    As Depositary
   
   
  By:

/s/ Lance Miller

  Name: Lance Miller
  Title: Vice President

 

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Sequans Communications S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Colombes, France, on June 27, 2025.

 

SEQUANS COMMUNICATIONS S.A.
 
 
By:

/s/ Georges Karam

Name: Georges Karam
Title: Chief Executive Officer and Chairman

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on June 27, 2025.

 

/s/ Georges Karam

 Chief Executive Officer and Chairman
Georges Karam (principal executive officer)
   
   

/s/ Deborah Choate

 Chief Financial Officer
Deborah Choate (principal financial officer and principal accounting officer)
   
 
 
 Director
Richard Nottenburg  
   
   

/s/ Hubert de Pesquidoux

 Director
Hubert de Pesquidoux  
   
   

/s/ Maria Marced

 Director
Maria Marced  
   
   

/s/ Wesley Cummins

 Director
Wesley Cummins  
   
   

/s/ Yves Maitre

 Director
Yves Maitre  
   
   

/s/ Dominique Pitteloud

 Director
Dominique Pitteloud  
   
   
 
 Director
Zvi Slonimsky  
   
   

 

   
 
 

 

   
Authorized Representative in the United States  
   
   
By:

/s/ Nick Taluja

  
Name Nick Taluja  
Title: Executive Vice President, Worldwide Sales and Support  
     
 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of Amended and Restated Deposit Agreement dated as of May 14, 2018, among Sequans Communications S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
   
   
5 Certification Under Rule 466.