F-1MEF 1 d206819df1mef.htm F-1MEF F-1MEF

As filed with the Securities and Exchange Commission on December 3, 2020

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Burning Rock Biotech Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

Cayman Islands   8071   Not Applicable

(State or other jurisdiction of

incorporation or organization)

   (Primary Standard Industrial
Classification Code Number)		  

(I.R.S. Employer

Identification No.)

601, 6/F, Building 3, Standard Industrial Unit 2

No. 7, Luoxuan 4th Road,

International Bio Island, Guangzhou, 510005

People’s Republic of China

+86 020-3403 7871

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

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

+1 (800) 221-0102

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

 

 

Copies to:

 

Shuang Zhao, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
c/o 37th Floor, Hysan Place
500 Hennessy Road
Causeway Bay, Hong Kong
+852 2521-4122		  

Kyungwon Lee, Esq.

Shearman & Sterling LLP

c/o 21st Floor, Gloucester Tower, the Landmark

15 Queen’s Road Central

Central, Hong Kong

+852 2978 8000

 

 

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-251053

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

 

 

Title of each class of

securities to be registered

  

Amount to be

registered(2)(3)

  

Proposed

maximum

offering price

per share(3)

  

Proposed

maximum
aggregate

offering
price(2)(3)

   Amount of
registration fee

Class A ordinary shares, par value US$0.0002 per share(1)

  

465,750

   US$25.75   US$11,993,062.50   US$1,308.44

 

 

(1)

American depositary shares issuable upon deposit of Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-238921). Each American depositary share represents one Class A ordinary share.

(2)

Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

 

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-251053) initially filed by Burning Rock Biotech Limited (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on December 1, 2020 (the “Prior Registration Statement”), which was declared effective by the Commission on December 3, 2020, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference. This Registration Statement is being filed solely to increase the amount of securities offered pursuant to the Prior Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto.

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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on December 3, 2020.

 

Burning Rock Biotech Limited
By:  

/s/ Yusheng Han

  Name:   Yusheng Han
  Title:   Chairman of the Board of Directors and Chief Executive Officer

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/ Yusheng Han

Yusheng Han

    Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)    December 3, 2020

*

Shaokun (Shannon) Chuai

    Director    December 3, 2020

/s/ Leo Li

Leo Li

    Director and Chief Financial Officer (principal financial officer and principal accounting officer)    December 3, 2020

*

Gang Lu

    Director    December 3, 2020

*

Feng Deng

    Director    December 3, 2020

*

Yunxia Yang

    Director    December 3, 2020

*

Jing Rong

    Director    December 3, 2020

*

Wendy Hayes

    Director    December 3, 2020

*

Min-Jui Richard Shen

    Director    December 3, 2020

 

*By:  

/s/ Yusheng Han

 

Name: Yusheng Han

Attorney-in-fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Burning Rock Biotech Limited has signed this registration statement or amendment thereto in New York on December 3, 2020.

 

Authorized U.S. Representative
Cogency Global Inc.
By:  

/s/ Colleen A. De Vries

  Name: Colleen A. De Vries
  Title: Senior Vice President