36氪美股招股说明书(2019-11-12版)

424B4 1 a2240041z424b4.htm 424B4 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTS 2Table of Contents Filed pursuant to Rule 424(b)(4)Registration No. 333-234006 1,380,000 American Depositary Shares 36Kr Holdings Inc. (incorporated in Cayman Islands)Representing 34,500,000 Class A Ordinary Shares We are selling 1,380,000 American depositary shares, or ADSs. Each ADS represents 25 of our Class A ordinary shares, par value US$0.0001 per share. This is the initial public offering of ADSs of 36Kr Holdings Inc. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. The initial public offering price is US$14.50 per ADS. We have been approved for listing the ADSs on the Nasdaq Global Market under the symbol "KRKR." We have granted the underwriters a 30-day option to purchase up to an additional 207,000 ADSs from us at the initial public offering price less the underwriting discounts and commissions. We are an "emerging growth company" under applicable U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See "Prospectus Summary—Implications of Being an Emerging Growth Company." Our existing shareholders, including Krystal Imagine Investments Limited, a wholly-owned subsidiary of Didi Chuxing Technology Co., Red Better Limited, a wholly-owned subsidiary of Xiaomi Corporation, China Prosperity Capital Alpha Limited, a wholly-owned subsidiary of China Prosperity Capital, and Tembusu Limited, and/or their affiliates have subscribed for and have been allocated by the underwriters, an aggregate of 410,000 ADSs in this offering at the initial public offering price and on the same terms as the other ADSs being offered, representing approximately 29.7% of the ADSs being offered in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these existing shareholders as they will on any other ADSs sold to the public in this offering. Investing in our ADSs involves risks. See "Risk Factors" section beginning on page 18. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body 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.PRICE US$14.50 PER ADS Per ADS Total Public offering price US$14.50 US$20,010,000 Underwriting discounts and commissions(1) US$1.16 US$1,600,800 Proceeds, before expenses, to us US$13.34 US$18,409,200 (1)See "Underwriting" for additional disclosure regarding compensation payable by us to the underwriters. Conditional upon and effective immediately prior to the completion of this offering, our outstanding share capital will consist 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. Upon completion of this offering, we will be a "controlled company" as defined under the Nasdaq Stock Market Rules because Dagang Feng, our chief executive officer and co-chairman of our board of directors, as a result of his sole voting power and the shared voting power resulting from arrangement under acting-in-concert agreements entered into in September 2019, will be able to exercise voting rights with respect to an aggregate of 74,363,201 Class A ordinary shares and 96,082,700 Class B ordinary shares, representing approximately 75.9% of the aggregate voting power of our total issued and outstanding share capital, assuming the underwriters do not exercise their over-allotment option and the automatic conversion of all preferred shares into Class A ordinary shares upon the completion of this offering, after taking into account the anti-dilution adjustments based on the initial public offering price of US$14.50 per ADS (or approximately 75.8% of the aggregate voting power of our total issued and outstanding share capital if the underwriters exercise in full their over-allotment option). Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 25 votes and 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. Conditional upon and effective immediately prior to the completion of this offering, Palopo Holding Limited, an entity wholly owned by Dagang Feng, and 36Kr Heros Holding Limited, an entity wholly owned by Chengcheng Liu, will beneficially own all of our issued and outstanding Class B ordinary shares. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New