库克音乐美股招股说明书(2024-10-29版)

$2,160,000 Convertible Note Due October 29, 2025 and Class A Ordinary Shares Issuable Upon Conversionof the Convertible Note, and5,000,000 American Depositary SharesRepresenting 5,000,000 Class A Ordinary Shares We are offering (i) $2,160,000 Convertible Note Due October 29, 2025 (the “Note”), (ii) Class A ordinary shares,par value $0.001 per share (referred to hereinafter as the “ordinary share”) issuable upon conversion of the Note and(iii) 5,000,000 American Depositary Shares (the “ADSs”) at a price of $0.001 per share directly to certain investor(the “Investor”), pursuant to this prospectus supplement and the accompanying prospectus. Each ADS representsone (1) Class A ordinary share. See “Description of Ordinary Shares” in the accompanying prospectus for moreinformation. The number of Class A ordinary shares, issuable upon conversion of the Note, is indeterminate. Wehave not retained a broker, dealer, underwriter or placement agent with respect to this offering and therefore are notpaying any underwriting discounts or commissions. We estimate the total proceeds of this offering will beapproximately $2.0 million. The Note will mature on October 29, 2025 (the “Maturity Date”) unless earlier converted or prepaid, and will beissued with 8% original issue discount to the Investor on or around October 29, 2024; interest of 8% per annum willstart accruing on October 29, 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 (a) $1.00, as may be adjusted from timeto time pursuant to the terms set forth in the Note, and (b) a price equal to 70% multiplied by the lowest closingprice in the twenty (20) Trading Day (as defined herein) period immediately preceding the applicable measurementdate, in each case less $0.05 (the “Conversion Price”). So long as no Event of Default (as defined herein) hasoccurred, we will have the right, exercisable on not less than ten (10) Trading Days’ prior written notice to theInvestor, to prepay the outstanding balance of the Note, in part or in full, in accordance with the terms of the Note. Our ordinary shares are represented by ADSs listed on The New York Stock Exchange, or NYSE, under the symbol“KUKE”. On October 28, 2024, the last reported sale price of our ADSs on NYSE was $0.7300 per share. 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 October 29, 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 October 29, 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-10Legal MattersS-11ExpertsS-11Where You Can Find More InformationS-11Incorporation of Certain Information By ReferenceS-12 Prospectus ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1INCORPORATION OF DOCUMENTS BY REFERENCE20SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS21RISK FACTORS22USE OF PROCEEDS35DESCRIPTION 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 from timeto time in one or more offerings the securities described in the accompanying prospectus. We provide information to you about this offering of our ADSs in two separate documen