As Filed with the Securities and Exchange Commission on April 23, 2021
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Canaan Inc.
(Exact name
of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1-2/F, QianFang Science Building C
Building No. 27, Zhongguancun Software Park (Phase I)
No. 8 Dongbeiwang West Road
Haidian District, Beijing, 100193
Peoples Republic of China
(Address, including zip code, of registrants principal executive offices)
Amended and Restated 2018 Share Incentive Plan
(Full title of the Plan)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1-212-947-7200
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Nangeng Zhang
Chief Executive Officer
1-2/F, QianFang Science
Building C
Building No. 27, Zhongguancun Software Park (Phase I)
No. 8 Dongbeiwang West Road
Haidian District, Beijing, 100193
Peoples Republic of China
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Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered (1)
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Amount to be
Registered (2)(3)
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Proposed
Maximum
Offering Price
per Class A
Ordinary Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.00000005 per
share
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107,564,955(4)
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$0.85(4)
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$91,932,181.54
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$10,029.80
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Class A ordinary shares, par value US$0.00000005 per
share
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30,000,000(5)
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$0.60(5)
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$18,000,000.00
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$1,963.80
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Class A ordinary shares, par value US$0.00000005 per
share
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218,268,378(6)
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$0.85(6)
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$186,546,707.06
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$20,352.25
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TOTAL
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355,833,333
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$296,478,888.60
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$32,345.85(7)
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(1)
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These Class A ordinary shares, par value US$0.00000005 per share (the Class A Ordinary
Shares) of Canaan Inc. (the Company or Registrant) may be represented by the Registrants American depositary shares (ADSs), each of which represents 15 Class A Ordinary Shares. ADSs issuable upon
deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-234510).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement includes an indeterminate number of additional Class A Ordinary Shares, which may be offered and issued under the Registrants Amended and restated Share Incentive Plan (the 2018 Plan) to prevent dilution
from stock splits, stock dividends or similar transactions.
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(3)
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The total number of Class A Ordinary Shares which may be issued under the 2018 Plan was initially
51,624,000 Class A Ordinary Shares. In April 2021, and on every January 1 thereafter during which the 2018 Plan remains in effect, the maximum aggregate number of Class A Ordinary Shares which may be subject to awards under the 2018
Plan will be automatically increased by 15.0% of the total number of Class A Ordinary Shares issued and outstanding on December 31 of the preceding calendar year, if and whenever the unallocated Class A Ordinary Shares which may be
issuable under the 2018 Plan account for less than 3% of the then total issued and outstanding Class A Ordinary Shares. As such, an additional 355,833,333 Class A Ordinary Shares are being registered on this Registration Statement to cover
the additional Class A Ordinary Shares that may be issued under the 2018 Plan, as amended in April 2021, which were not previously registered under the Registrants registration statement on Form S-8
(file No. 333-238717), as filed with the Securities and Exchange Commission (the Commission) on May 27, 2020 (the Original S-8 Registration
Statement).
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(4)
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The amount of Class A ordinary shares to be registered represents restricted share units or Class A
ordinary shares to be granted under the 2018 Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities
Act, is based on $12.82 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on The Nasdaq Global Market on April 21, 2021.
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(5)
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The amount of Class A ordinary shares to be registered represents issuable upon exercise of outstanding
options to be granted under the 2018 Plan. Pursuant to Rule 457(h), the corresponding proposed maximum offering price per share represents the exercise price of these options.
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(6)
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The amount of Class A ordinary shares to be registered represents Class A ordinary shares that are
reserved for future award grants under the 2018 Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act,
is based on $12.82 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on The Nasdaq Global Market on April 21, 2021.
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(7)
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Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due
under this registration statement by $32,345.85 with Registrants remaining balance in the amount of $31,524.96 to be applied to future filings, which represents the portion of the registration fee previously paid with respect to unsold
securities registered on the registration statement on Form F-1 (File No. 333-234356), initially filed with the Commission on October 28, 2019.
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