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TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on June 20, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Weibo Corporation
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant's name into English)
Cayman Islands | Not Applicable |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification Number) |
8/F, QIHAO Plaza, 8 Xinyuan South Road
Chaoyang District, Beijing 100027
People's Republic of China
+86 (10) 5898-3336
(Address and Telephone Number of Registrant's Principal Executive Offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
+1 (302) 738-6680
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
Fei Cao | Z. Julie Gao, Esq. | ||
Vice President, Finance | Jonathan B. Stone, Esq. | ||
Weibo Corporation | Skadden, Arps, Slate, Meagher & | ||
8/F, QIHAO Plaza, 8 Xinyuan South Road | Flom LLP | ||
Chaoyang District, Beijing 100027 | c/o 42/F, Edinburgh Tower, The Landmark | ||
People's Republic of China | 15 Queen's Road Central | ||
+86 (10) 5898-3095 | Hong Kong | ||
+852 3740-4700 | |||
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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. ý
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. o
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. o
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. ý
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. o
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 o
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. o
CALCULATION OF REGISTRATION FEE
Amount to Be Registered | |
Proposed Maximum Aggregate Price Per Unit | |
Title of Each Class of Securities | Proposed Maximum Aggregate Offering Price |
to Be Registered | Amount of Registration Fee(1) |
Debt Securities(1) | - |
- The registrant is registering an indeterminate amount of debt securities for offer and sale from time to time at indeterminate offering prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of registration fees.
† | 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. |
Table of Contents
PROSPECTUS
Weibo Corporation
Debt Securities
We may offer and sell debt securities from time to time. This prospectus may not be used to consummate any sales of securities unless accompanied by a prospectus supplement that will describe the method and terms of the offering. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus.
Investing in our securities involves risks. You should carefully consider the risks described under "Risk Factors" in this prospectus, in any accompanying prospectus supplement, or in the documents incorporated by reference in this prospectus before making a decision to invest in our securities.
We may offer and sell these debt securities to or through one or more agents, underwriters, dealers, or other third parties or directly to one or more purchasers on a continuous or delayed basis. The names of any underwriters will be stated in the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission 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.
The date of this prospectus is June 20, 2019.
Table of Contents | |
TABLE OF CONTENTS | |
ABOUT THIS PROSPECTUS | 1 |
FORWARD-LOOKING STATEMENTS | 2 |
OUR COMPANY | 3 |
RISK FACTORS | 5 |
USE OF PROCEEDS | 6 |
DESCRIPTION OF DEBT SECURITIES | 7 |
LEGAL OWNERSHIP OF DEBT SECURITIES | 24 |
ENFORCEABILITY OF CIVIL LIABILITIES | 26 |
PLAN OF DISTRIBUTION | 28 |
LEGAL MATTERS | 30 |
EXPERTS | 31 |
WHERE YOU CAN FIND MORE INFORMATION | 32 |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 33 |
You should rely only on the information contained or incorporated by reference in this prospectus, in the applicable prospectus supplement, or in any free writing prospectus filed by us with the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus and any prospectus supplement or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations, and prospects may have changed since those dates.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using an automatic "shelf" registration process. Under this automatic shelf registration process, we may offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update, or change other information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information we file with the SEC. The registration statement on file with the SEC includes exhibits that provide more detail on the matters discussed in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. Before you invest in any securities offered by this prospectus, you should read this prospectus, any related prospectus supplements, and the related exhibits to the registration statement filed with the SEC, together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."
In this prospectus, unless otherwise indicated or unless the context otherwise requires:
- "we," "us," "our company," or "our" refer to Weibo Corporation, a Cayman Islands company, its subsidiaries, and, in the context of describing its operations and consolidated financial information, include its consolidated variable interest entities ("VIEs") in China;
- "Weibo" refers to our social media platform and the products and services that we provide to users, customers, and platform partners through that platform;
- "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan; and
- "Renminbi" or "RMB" refers to the legal currency of China and "U.S. dollars" or "US$" refers to the legal currency of the United States.
All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
References in any prospectus supplement to "the accompanying prospectus" are to this prospectus and to "the prospectus" are to this prospectus and the applicable prospectus supplement taken together.
We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted.
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Weibo Corp. published this content on 20 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2019 15:13:05 UTC