Prospectus Supplement
(to Prospectus dated April 23, 2021)
Canaan Inc.
13,492,065 American Depositary Shares
Warrants to Purchase 4,047,620 American Depositary Shares
4,047,620 American Depositary Shares Issuable upon Exercise of the Warrants
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 13,492,065 American Depositary Shares, or ADSs,
directly to selected investors. Each ADS represents 15 of our Class A ordinary shares, par value US$0.00000005 per share. The purchasers in this offering will also receive warrants to initially purchase an aggregate of 4,047,620 ADSs with a per
ADS exercise price of US$16.38. The warrants are exercisable immediately as of the date of issuance and expire three years from the date of issuance. If the ADSs trade above US$40.00 for 10 consecutive trading days, subject to certain equity
conditions and trading volume requirements, the Company can force the warrants to be exercised by notice to the holder. A holder of the warrants also will have the right to exercise its warrants on a cashless basis if the registration statement or
prospectus contained therein is not available for the issuance of the warrant ADSs issuable upon exercise thereof. For a more detailed description of the ADSs and warrants, see the sections entitled Description of Our Securities
We Are Offering beginning on page S-52 and Description of American Depositary Shares beginning on page 17 of the accompanying prospectus. There is no
established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange.
The ADSs are traded on the NASDAQ Global Market under the symbol CAN. As of April 28, 2021, the last reported sale price for the
ADSs was US$14.54 per ADS.
Under our amended and restated memorandum and articles of association, our authorized share capital is US$50,000
divided into 999,643,375,556 Class A ordinary shares of per value US$0.00000005 each and 356,624,444 Class B ordinary shares of par value US$0.00000005 each. As of the date of this prospectus supplement, we have 2,060,597,778 Class A
ordinary shares and 311,624,444 Class B ordinary shares. Nangeng Zhang, our Chairman and Chief Executive Officer, beneficially own 100% of our Class B ordinary shares, representing approximately 69.5% of the aggregate voting power of our
issued and outstanding share capital as of the date of this prospectus supplement.
Our issued and outstanding share capital consists of
Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote,
each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to 15 votes. Each Class B ordinary share is convertible into one class A ordinary share at any time by the holder thereof.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See Description of Share Capital beginning on page 6 of the accompanying prospectus.
We have retained FT Global Capital, Inc. and Valuable Capital Limited to act as the placement agents, or the Placement Agents, to use their best
efforts to solicit offers from investors to purchase the securities in this offering. FT Global shall serve as the lead exclusive placement agent and Valuable will serve as co-placement agent. The Placement Agents have no obligation to buy any
securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agents are not purchasing or selling any ADSs or warrants in this offering. We will pay the Placement Agents a fee equal
to the sum of 6.5% of the aggregate purchase price paid by investors placed by the Placement Agents. Additionally, we will issue to the Placement Agents warrants to purchase 674,603 ADSs on substantially the same terms as the warrants sold in this
offering, except that the Placement Agent warrants are exercisable at $15.75 per ADS and shall not be transferable, with limited exceptions, for a period of 180 days. The Placement Agent warrant and ADSs underlying such warrant are being registered
herein.
We estimate the total expenses of this offering, excluding the placement agency fees, will be approximately $0.8 million. Because
there is no minimum offering amount, the actual offering amount, the placement agency fees and net proceeds to us, if any, in this offering may be substantially less than the total offering amounts set forth above. We are not required to sell any
specific number or dollar amount of the securities offered in this offering. Assuming we complete the maximum offering, the net proceeds to us from this offering will be approximately $158.1 million. We expect to deliver the ADSs and warrants to the
purchasers on or before May 3, 2021.
Investing in our securities involves a high degree of risk. Before buying any securities, you
should review carefully the risks and uncertainties described under the heading Risk Factors beginning on page S-6 of this prospectus supplement and in the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per ADS
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Total
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Public offering price
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US$
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12.600
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US$
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170,000,019.000
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Placement agency fees(1)
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US$
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0.819
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US$
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11,050,001.235
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Proceeds to us, before expenses
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US$
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11.781
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US$
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158,950,017.765
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(1)
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We have agreed to pay the Placement Agents a commission equal to 6.5% of the gross proceeds sold in this
offering. In addition, we have agreed to issue to the Placement Agents warrants to purchase 5% of the securities sold in this offering at an exercise price of $15.75 per ADS. We also have agreed to reimburse the Placement Agents for certain expenses
in connection with this offering. For a description of all compensation to be paid to the Placement Agents, see Plan of Distribution appearing on page 34 of this prospectus.
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We expect to deliver the ADSs and warrants against payment in U.S. dollars in New York, NY on or about May 3, 2021.
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FT Global Capital, Inc.
Sole Bookrunning Placement Agent
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Valuable Capital Limited
Co-Placement Agent
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Prospectus Supplement dated April 29, 2021