Post-effective Amendment to Registration Statement (pos Am)
14 April 2017 - 12:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 14, 2017
Registration Statement No. 333 –
159147
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KONGZHONG CORPORATION
(Exact name of Registrant as specified
in its charter)
Cayman Islands
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None
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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35th Floor, Tengda Plaza
No. 168 Xizhimenwai Street
Beijing, China 100044
(+86-10) 8857-6000
(Address and telephone number of Registrant’s
principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Name, address and telephone number
of agent for service in the United States)
Copy to:
Garth W. Bray, Esq.
Sullivan & Cromwell (Hong Kong)
LLP
28th Floor, Nine Queen’s Road
Central
Hong Kong
(852) 2826 8688
Approximate date of commencement of proposed
sale of the securities to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the
above referenced registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
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.
o
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.
¨
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.
¨
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.
¨
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.
¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1993. 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 registration 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.
¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”) relates to the Form F-3 Registration Statement (File No. 333-159147) (the “Registration Statement”)
of KongZhong Corporation (the “Registrant”).
The Registrant is filing this Post-Effective
Amendment to the Registration Statement to withdraw and remove from registration the unsold securities previously registered under
the Registration Statement by the selling shareholder as referred to in the Registration Statement.
On April 13, 2017, pursuant to the Agreement
and Plan of Merger dated as of December 1, 2016, among the Registrant, Linkedsee Limited (“Parent”) and Wiseman International
Limited (“Merger Sub”), a wholly owned subsidiary of Parent, Merger Sub was merged with and into the Registrant, with
the Registrant being the surviving corporation resulting from the merger (the “Merger”). Upon completion of the Merger,
all outstanding ordinary shares and American depositary shares of the Registrant were cancelled.
The Registrant hereby removes from registration,
by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remains
unsold by the selling shareholder as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Beijing, China, on April 14, 2017.
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KongZhong Corporation
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By:
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/s/ Leilei Wang
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Name:
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Leilei Wang
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Title:
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Director and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities
indicated as of April 14, 2017.
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By:
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/s/ Leilei Wang
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Name:
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Leilei Wang
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Title:
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Director and Chief Executive Officer
(principal executive officer)
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By:
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/s/ Jay Chang
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Name:
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Jay Chang
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Title:
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Chief Financial Officer
(principal financial officer)
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By:
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/s/ Yang Yang
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Name:
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Yang Yang
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Title:
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Senior Vice President
(principal accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of KongZhong Corporation, has signed this
Post-Effective Amendment in Newark, Delaware, on April 14, 2017.
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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