涂鸦智能港股招股说明书

Tuya Inc. (Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) 7372(Primary Standard IndustrialClassification Code Number) Cayman Islands(State or other jurisdiction ofincorporation or organization) (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, NY 10168+1800-221-0102(Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Li He, Esq.James C. Lin, Esq.Davis Polk & Wardwell LLPc/o 18thFloor, The Hong Kong Club Building3A Chater Road, CentralHong Kong+852 2533-3300 Shuang Zhao, Esq.Cleary Gottlieb Steen & Hamilton LLPc/o 37th Floor, Hysan Place500 Hennessy Road, Causeway BayHong Kong+852 2521-4122 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 registrationstatement 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 registrationstatement 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 usethe 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 StandardsCodification after April 5, 2012. (1)American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6(RegistrationNo. 333-). Each American depositary share representsClass A ordinary shares.(2)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, andalso includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. These Class A ordinary shares are not beingregistered for the purpose of sales outside the United States.(3)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. 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 filea further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission,acting pursuant to such Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities andExchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer orsale is not permitted. American Depositary Shares Tuya Inc. RepresentingClass A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Tuya Inc. Weare offering a total ofADSs, each representingof our Class A ordinary shares, par value US$0.00005 pershare. The underwriters may also purchase up toadditional ADSs within 30 days to cover over-allotments, if any. Prior to this offering, there has been no public market for the ADSs. We expect the initial public offering price will be betweenUS$and US$per ADS. We intend to apply to list the ADSs representing our Class A ordinary shares on theNew York Stock Exchange under the symbol“.” Following the completion of this offering, our issued and outstanding share capital will consist of Class A ordinary shares andClass B ordinary shares. Mr. Xueji (Jerry) Wang, our Chief Executive Officer and director, and Mr. Liaohan (Leo) Chen, ourdirector, will collectively beneficially own all of our issued Class B ordinary shares and will collectively be able to exercise