As filed with the Securities and Exchange Commission on September 25, 2020
Registration No. 333-248804
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STUDIO CITY
INTERNATIONAL HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
|
|
|
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
36th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
+852
25983600
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, New York 10168
USA
+1 800 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
David T.
Zhang
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower, The Landmark
15 Queens Road Central, Hong Kong
+852 3761-3300
Tim Cruickshank
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
USA
(212) 446-4800
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
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. ☐
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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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(1)
|
|
Proposed
Maximum
Offering Price
Per Unit
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Class A ordinary shares, par value US$0.0001 per share(1)
|
|
128,860,956(2)
|
|
4.085(3)
|
|
$526,397,005.26
|
|
$68,326.33(4)
|
|
|
(1)
|
The Class A ordinary shares, par value US$0.0001 per share, or the Class A ordinary shares, may be
represented by the Registrants American Depositary Shares, or ADSs, each representing four Class A ordinary shares. ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate
registration statement on Form F-6 (Registration No. 333-227759). Pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to
cover any additional number of Class A ordinary shares that may be issued from time to time to prevent dilution as result of a distribution, split, share dividend or similar transaction.
|
(2)
|
There are being registered hereunder 128,860,956 shares in the form of 32,215,239 ADSs which may be sold by the
selling shareholders identified herein from time to time at indeterminate prices hereunder.
|
(3)
|
The proposed maximum offering price, estimated solely for the purpose of calculating the registration fee, has
been computed pursuant to Rule 457(c) under the Securities Act and is based on the average of the high and low sales prices of the issuers ADSs, as reported on the New York Stock Exchange, or NYSE, on September 22, 2020.
|
(4)
|
$27,446.26 of the registration fee was previously paid.
|
The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.