库克音乐美股招股说明书(2024-07-05版)

$1,142,500 Convertible Note Due July 5, 2025 and up to 5,000,000 Class A Ordinary Shares Issuable UponConversion of the Convertible Note, and950,000 American Depositary SharesRepresenting 950,000 Class A Ordinary Shares We are offering (i) $1,142,500 Convertible Note Due July 5, 2025 (the “Note”), (ii) up to 5,000,000 Class Aordinary shares, par value $0.001 per share (referred to hereinafter as the “ordinary share”) issuable upon conversionof the Note and (iii) 950,000 American Depositary Shares (the “ADSs”) at a price of $0.001 per share directly tocertain investor (the “Investor”), pursuant to this prospectus supplement and the accompanying prospectus. EachADS represents one (1) Class A ordinary share. See “Description of Ordinary Shares” in the accompanyingprospectus for more information. We have not retained a broker, dealer, underwriter or placement agent with respectto this offering and therefore are not paying any underwriting discounts or commissions. We estimate the totalproceeds of this offering will be approximately $1.0 million. The Note will mature on July 5, 2025 (the “Maturity Date”) unless earlier converted or prepaid, and will be issuedwith 8% original issue discount to the Investor on or around July 5, 2024; interest of 8% per annum will startaccruing on July 5, 2024 and will be payable on the Maturity Date. The Note is unsecured. The Note will be convertible, at the Investor’s sole election, at the lower of (i) $1.43832, as may be adjusted fromtime to time pursuant to the terms set forth in the Note or (ii) a price equal to 85% of the lowest daily VWAP (asdefined herein) in the ten (10) Trading Day (as defined herein) period immediately preceding the applicablemeasurement date, in each case less $0.05 (the “Conversion Price”). So long as no Event of Default (as definedherein) has occurred, we will have the right, exercisable on not less than ten (10) Trading Days’ prior written noticeto the Investor, to prepay the outstanding balance of the Note, in part or in full, in accordance with the terms of theNote. Our ordinary shares are represented by ADSs listed on The New York Stock Exchange, or NYSE, under the symbol“KUKE”. On June 28, 2024, the last reported sale price of our ADSs on NYSE was $1.34 per share. During theprior 12 calendar month period that ends on and includes the date of this prospectus supplement, we issued and solda total of $4.5 million of securities pursuant to General Instruction I.B.5. of Form F-3 and we may sell up to $21million of our ordinary shares hereunder. Investing in our securities involves risks. See the “Risk Factors” section contained in this prospectus, theapplicable prospectus supplement and the documents we incorporate by reference in this prospectus to readabout factors you should consider before investing in these securities. In addition, see “Risk Factors” in ourAnnual Report on Form 20-F for the year ended December 31, 2023, which has been filed with the Securitiesand Exchange Commission and is incorporated by reference into this prospectus supplement and theaccompanying prospectus. You should carefully consider these risk factors, as well as the informationcontained in this prospectus supplement and the accompanying prospectus, before you invest. We expect to deliver the Note and the ADSs against payment on or about July 5, 2024. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingbase prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July 5, 2024. TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-iiStatement Regarding Forward-Looking InformationS-iiiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-4Use of ProceedsS-7Description of SecuritiesS-8Plan of DistributionS-11Legal MattersS-12ExpertsS-12Where You Can Find More InformationS-12Incorporation of Certain Information By ReferenceS-13 Prospectus ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1INCORPORATION OF DOCUMENTS BY REFERENCE20SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS21RISK FACTORS22USE OF PROCEEDS34DESCRIPTION OF THE SECURITIES35DESCRIPTION OF SHARE CAPITAL36DESCRIPTION OF AMERICAN DEPOSITARY SHARES48DESCRIPTION OF PREFERRED SHARES56DESCRIPTION OF DEBT SECURITIES57DESCRIPTION OF WARRANTS59DESCRIPTION OF UNITS61PLAN OF DISTRIBUTION62TAXATION65ENFORCEABILITY OF CIVIL LIABILITIES66LEGAL MATTERS67EXPERTS68WHERE YOU CAN FIND MORE INFORMATION ABOUT US69 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus, dated March 6, 2023, are part of a registrationstatement on Form F-3 (File No. 333-267655) that we filed with the Securities and Exchange Commission, or theSEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell f