As filed with the Securities and Exchange Commission
on December 5, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHARKNINJA, INC.
(Exact name of
registrant as specified in its charter)
| |
Not Applicable |
|
| |
(Translation of Registrant’s Name into
English) |
|
| |
|
|
| Cayman Islands |
3630 |
98-1738011 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
89 A Street
Needham, MA 02494
(617) 243-0235
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Mark Barrocas
Chief Executive Officer
SharkNinja, Inc.
89 A Street
Needham, MA 02494
(617) 243-0235
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: |
|
Howard L. Ellin
Ryan J. Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000 |
Pedro J. Lopez-Baldrich
Chief Legal Officer
SharkNinja, Inc.
89 A Street
Needham, MA 02494
(617) 243-0235 |
Christopher DeCresce
Yariv Katz
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
(212) 318-6000 |
Approximate date of commencement of proposed
sale to public: As soon as practicable after this registration statement is declared effective.
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, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File
No.333-275872
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. ¨
This Registration Statement
shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement
on Form F-1 (this “Registration Statement”) is being filed with respect to the registration of additional ordinary shares,
par value $0.0001 per share of SharkNinja, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933,
as amended. This Registration Statement relates to the Registrant’s Registration Statement on Form F-1 (File No. 333-275872) (the
“Prior Registration Statement”), initially filed by the Registrant on December 4, 2023 and declared effective by the Securities
and Exchange Commission (the “Commission”) on December 5, 2023.
The Registrant is filing this
Registration Statement for the sole purpose of increasing the aggregate number of ordinary shares offered by the selling shareholders
named in the Prior Registration Statement by 554,907 ordinary shares, which includes 72,379 ordinary shares that may be sold pursuant
to the underwriters’ option to purchase additional shares. The required opinion and consents are listed on the Exhibit Index and
filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated
by reference into this Registration Statement.
INDEX TO EXHIBITS
The following exhibits are
filed as part of this registration statement.
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 the city of Needham, state of Massachusetts, on December 5, 2023.
| | SHARKNINJA, INC. |
| | |
| | By: | /s/ Mark Barrocas |
| | | Mark Barrocas |
| | | Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| /s/ Mark Barrocas |
|
Chief Executive Officer and Director |
|
December 5, 2023 |
| Mark Barrocas |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Larry Flynn |
|
Interim Chief Financial Officer and Chief Accounting Officer |
|
December 5, 2023 |
| Larry Flynn |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| CJ Xuning Wang |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| Peter Feld |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| Wendy Hayes |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| Chi Kin Max Hui |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| Dennis Paul |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December 5, 2023 |
| Timothy R. Warner |
|
|
|
|
| * By: |
/s/ Mark Barrocas |
|
| |
Mark Barrocas |
|
| |
Attorney-in-Fact |
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the
Registrant and has duly caused this registration statement to be signed by the undersigned, thereunto duly authorized, in the city of
Needham, state of Massachusetts, on December 5, 2023.
| | SHARKNINJA, INC. |
| | |
| | By: | /s/ Mark Barrocas |
| | | Mark Barrocas |
| | | Chief Executive Officer |
Exhibit 5.1
| Our ref | OTS/819307-000001/76691895v2 |
SharkNinja, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
5 December 2023
SharkNinja, Inc.
We have acted as counsel as to Cayman Islands
law to SharkNinja, Inc. (the "Company") in connection with the Company's registration statement on Form F-1, including
all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission")
under the United States Securities Act of 1933, as amended (the "Act") (including its exhibits, the "Registration
Statement") for the purposes of, registering with the Commission under Rule 462(b) of the Act, the offering and sale of 7,009,444
ordinary shares of a par value of US$0.0001 of the Company (including 914,275 ordinary shares of a par value of US$0.0001 each, which
the underwriters ("Underwriters"), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as
representatives, will have the option to purchase at their election, if any) ("Shares") by the selling shareholders (the
"Selling Shareholders") as contemplated by the Registration Statement.
This opinion letter is given in accordance with
the terms of the Legal Matters section of the Registration Statement.
We have reviewed originals, copies, drafts or
conformed copies of the following documents:
| 1.1 | The certificate of incorporation dated 17 May 2023 and the amended and restated memorandum and articles
of association of the Company as registered or adopted on 28 July 2023 (the "Memorandum and Articles"). |
| 1.2 | The written resolutions of the board of directors of the Company dated 28 June 2023 and 28 July 2023 (together,
the "First Resolutions"), the written resolutions of the board of directors of the Company dated 28 November 2023 (the
"Second Resolutions" and together with the First Resolutions, the "Resolutions") and the corporate records
of the Company maintained at its registered office in the Cayman Islands. |
| 1.3 | A certificate of good standing with respect to the Company issued by the Registrar of Companies dated
5 December 2023 (the "Certificate of Good Standing"). |
| 1.4 | A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's
Certificate"). |
| 1.5 | The Registration Statement. |
| 1.6 | A draft of the underwriting agreement between the Company, Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC, as Representatives of the several Underwriters named in Schedule I thereto, and the Selling Shareholders (the "Underwriting
Agreement"). |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied
(without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered
by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the
Cayman Islands). |
| 2.2 | The Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant
parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the Underwriting Agreement has been made in good
faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other
relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws
of the Cayman Islands). |
| 2.4 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver
and perform their respective obligations under the Underwriting Agreement. |
| 2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to purchase any of the Shares. |
| 2.8 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Underwriting Agreement. |
| 2.9 | No monies paid to or for the account of any party under the Underwriting Agreement or any property received
or disposed of by any party to the Underwriting Agreement in each case in connection with the Underwriting Agreement or the consummation
of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property
(as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
| 2.10 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.11 | The Company has received money or money's worth in consideration for the issue of the Shares and none
of the Shares were issued for less than par value. |
Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
Based upon, and subject to, the foregoing assumptions
and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Shares to be offered and sold by the Selling Shareholders as contemplated by the Registration Statement
have been duly authorised for issue, and such Shares are validly issued, fully paid and non-assessable. As a matter of Cayman Islands
law, a share is only issued when it has been entered in the register of members (shareholders). |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | The obligations assumed by the Company under the Underwriting Agreement will not necessarily be enforceable
in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and |
| (d) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences
of set off, counterclaim, estoppel and similar defences. |
| 4.2 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.3 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title
to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where
an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal
position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified
where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications
are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters
of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification
of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares
may be subject to re-examination by a Cayman Islands court. |
| 4.4 | In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares,
that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant
to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the references to our firm under the headings "Legal Matters" and
"Enforcement of Civil Liabilities" in the prospectus included in the Registration Statement. In providing our consent, we do
not thereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the Rules and Regulations
of the Commission thereunder.
We express no view as to the commercial terms
of the Underwriting Agreement or whether such terms represent the intentions of the parties and make no comment with regard to warranties
or representations that may be made by the Company.
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review
and we therefore have not reviewed any of the ancillary documents relating to the Underwriting Agreement and express no opinion or observation
upon the terms of any such document.
This opinion letter is addressed to you and may
be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion letter is limited to
the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
SharkNinja, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
| To: | Maples and Calder (Cayman) LLP |
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
5 December 2023
SharkNinja, Inc. (the "Company")
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman
Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in
the Opinion. I hereby certify that:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | The Company has not entered into any mortgages or charges over its property or assets other than those
entered in the register of mortgages and charges of the Company. |
| 3 | The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without
limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked
in any respect. |
| 4 | The authorised share capital of the Company is US$110,000 divided into 1,000,000,000 ordinary shares of
a par value of US$0.0001 each and 100,000,000 preferred shares of a par value of US$0.0001 each. The issued share capital of the Company
is 139,053,220 ordinary shares, which have been duly authorised and are validly issued as fully-paid and non-assessable. |
| 5 | The shareholders of the Company (the "Shareholders") have not restricted the powers of
the directors of the Company in any way. |
| 6 | The directors of the Company at the date of the First Resolutions were as follows: Xuning Wang and Mark
Barrocas. The directors of the Company at the date of the Second Resolutions and at the date of this certificate were and are as follows:
Xuning Wang, Mark Barrocas, Peter Feld, Wendy Hayes, Chi Kin Max Hui, Dennis Paul and Timothy R. Warner. |
| 7 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman
Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent
a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened
in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent,
as the case may be. |
| 8 | Prior to, at the time of, and immediately following the approval of the transactions contemplated by the
Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter,
into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat
an obligation owed to any creditor or with a view to giving a creditor a preference. |
| 9 | Each director of the Company considers the transactions contemplated by the Registration Statement to
be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of
the Company, in relation to the transactions which are the subject of the Opinion. |
| 10 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have
the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring
officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's property or assets. |
| 11 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters
of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the
Company. |
| 12 | The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf
of all relevant parties in accordance with all relevant laws. |
| 13 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to purchase any of the Shares. |
| 14 | The Shares to be offered and sold by the Selling Shareholders as contemplated by the Registration Statement
have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders). |
| 15 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not
a subsidiary, direct or indirect, of any sovereign entity or state. |
| 16 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Underwriting Agreement. |
(Signature Page follows)
I confirm that you may continue
to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you
in writing personally to the contrary.
| Signature: | |
/s/
Mark Barrocas |
|
| | |
|
|
| Name: | |
Mark Barrocas |
|
| | |
|
|
| Title: | |
Director |
|
Exhibit 23.2
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation by reference
in the Registration Statement on Form F-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under
the caption “Experts” and to the incorporation by reference of our report dated November 28, 2023, with respect to the consolidated
financial statements of SharkNinja, Inc. included in the Registration Statement (Form F-1 No. 333-275872) and related Prospectus of SharkNinja,
Inc. for the registration of its ordinary shares.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 5, 2023
Exhibit 107
Calculation of Filing Fee Table
Form F-1
(Form Type)
SharkNinja, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(2) |
Maximum
Aggregate
Offering
Price(1)(2) |
Fee Rate |
Amount of
Registration
Fee |
| Newly Registered Securities |
| Fees to be Paid |
Equity |
Ordinary shares, par value $0.0001 per share |
Rule 457(c) |
554,907 |
$46.33 |
$25,708,841 (2) |
$147.60 per $1,000,000 |
$3,795 |
| Fees Previously Paid |
— |
— |
— |
— |
— |
— |
— |
— |
| Carry Forward Securities |
| Carry Forward Securities |
— |
— |
— |
— |
— |
— |
— |
— |
| |
Total Offering Amounts |
|
$25,708,841 |
|
$3,795 |
| |
Total Fees Previously Paid |
|
|
|
— |
| |
Total Fee Offsets |
|
|
|
— |
| |
Net Fee Due |
|
|
|
$3,795 |
| (1) | Includes 72,379 ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of the Registrant
that are subject to the underwriters’ option to purchase additional shares. The Ordinary Shares being registered hereunder are in
addition to the 6,454,537 Ordinary Shares registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-275872). |
| (2) | Estimated solely for purposes of calculating the amount of the registration fee, based on the average
of the high and low prices of the Registrant’s Ordinary Shares reported as of November 30, 2023 on the New York Stock Exchange (such
date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission,
in accordance with Rule 457(c) under the Securities Act of 1933, as amended). |
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