Genneia (GENN) sets up ADR program for 250M depositary shares

Rhea-AI Filing Summary

Genneia S.A. and JPMorgan Chase Bank, N.A. are registering 250,000,000 American Depositary Shares (ADSs) evidenced by American Depositary Receipts, with each ADS representing one Class B common share of Genneia.

The registration uses a proposed maximum price of $0.05 per ADS, giving a proposed maximum aggregate offering price of $12,500,000 for SEC fee-calculation purposes and a registration fee of $1,726.25. Genneia is subject to U.S. Exchange Act reporting, and ADR holders can review its reports through the SEC’s EDGAR system.

Filing Explained

The July 16 filing registers the ADR structure, but Genneia and JPMorgan Chase Bank state that the registration statement’s effectiveness is being delayed until a further amendment or an SEC-determined date, so the disclosed registration is not yet at the effective stage.

Key Figures

ADS registered: 250,000,000 American Depositary Shares Proposed max price per ADS: $0.05 Proposed max aggregate offering price: $12,500,000 +2 more

5 metrics

ADS registered 250,000,000 American Depositary Shares Amount of American Depositary Shares registered on Form F-6

Proposed max price per ADS $0.05 Proposed maximum aggregate price per unit used for fee calculation

Proposed max aggregate offering price $12,500,000 Proposed maximum aggregate offering price for the ADSs

SEC registration fee $1,726.25 Registration fee associated with the ADS offering amount

ADS to share ratio 1 ADS : 1 Class B common share Each American Depositary Share represents one Class B common share of Genneia S.A.

Key Terms

American Depositary Shares, American Depositary Receipts, Deposit Agreement, Registration Statement on Form F-6, +1 more

5 terms

American Depositary Shares financial

"American Depositary Shares, evidenced by American Depositary Receipts"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

American Depositary Receipts financial

"evidenced by American Depositary Receipts, each American Depositary Share"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

Deposit Agreement regulatory

"legal entity created by the Deposit Agreement for the issuance of ADRs"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Registration Statement on Form F-6 regulatory

"has duly caused this Registration Statement on Form F-6 to be signed"

A registration statement on Form F-6 is a U.S. Securities and Exchange Commission filing that registers American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stock. It matters to investors because it enables easier trading, clearer regulatory oversight and disclosure, and often greater liquidity for a foreign company’s shares — like putting a foreign product on a local store shelf with a clear label and price.

Rule 466 regulatory

"It is proposed that this filing become effective under Rule 466"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/16/2026 - 05:32 PM Accepted by SEC EDGAR 07/16/2026 - 05:30 PM Learn about SEC filing dates

FAQ

What securities does Genneia (GENN) register in this Form F-6?

Genneia S.A. registers 250,000,000 American Depositary Shares (ADSs), evidenced by American Depositary Receipts. Each ADS represents one Class B common share of Genneia, with JPMorgan Chase Bank, N.A. acting as the depositary for the ADR program.

How many American Depositary Shares are included in Genneia (GENN)’s ADR program?

The ADR program covers up to 250,000,000 American Depositary Shares. Each ADS corresponds to one Class B common share of Genneia S.A., allowing investors to hold interests in Genneia’s equity through U.S.-traded depositary receipts.

What is the proposed maximum aggregate offering price for Genneia (GENN) ADSs?

The registration uses a proposed maximum aggregate offering price of $12,500,000, based on a proposed maximum price of $0.05 per ADS. These figures are used to calculate the SEC registration fee for the American Depositary Shares.

What SEC registration fee does Genneia (GENN) pay for the ADS registration?

The filing specifies an SEC registration fee of $1,726.25 for the $12,500,000 proposed maximum aggregate offering price of 250,000,000 American Depositary Shares. This fee relates to registering the ADSs under the Securities Act of 1933.

Who is the depositary bank for Genneia (GENN)’s American Depositary Receipts?

The depositary bank is JPMorgan Chase Bank, N.A., with principal executive offices at 270 Park Avenue, New York. It issues the American Depositary Receipts that evidence the ADSs representing Genneia S.A.’s Class B common shares.

How can ADR holders access Genneia (GENN)’s financial reports?

Genneia S.A. is subject to U.S. Exchange Act periodic reporting, and its reports are available through the SEC’s EDGAR system at www.sec.gov. ADR holders can inspect and retrieve these filings as part of their information access rights.

As filed with the U.S. Securities and Exchange Commission on July 16, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

GENNEIA S.A.

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

The Republic of Argentina

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

270 Park Avenue, Floor 8

New York, New York 10017

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18th Floor

New York, New York 10168

+1-212-947-7200 

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

  JPMorgan Chase Bank, N.A.
270 Park Avenue, Floor 8 New York, New York 10017 Telephone: +1-800-990-1135     Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

	¨	immediately upon filing
	¨	on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) Class B common share of Genneia S.A.	250,000,000 American Depositary Shares	$0.05	$12,500,000	$1,726.25

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
1.        Name of the depositary and the address of its principal executive office		Introductory paragraph and bottom of face of American Depositary Receipt
2.       Title of the American Depositary Receipts and identity of the deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(a)          Amount of deposited securities represented by one unit of American Depositary Receipts		Face of American Depositary Receipt, upper right corner
(b)         Procedure for voting the deposited securities		Paragraphs (6), (11) and (12)
(c)         Procedure for collecting and distributing dividends		Paragraphs (4), (5), (7), (10), (11), (13) and (21)
(d)         Procedures for transmitting notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
(e)         Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
(f)          Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21)
(g)        Amendment, extension or termination of the deposit arrangements		Paragraphs (15), (16) and (17)
(h)         Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders		Paragraph (3)

  Item Number and Caption Location in Form of American Depositary Receipt Filed Herewith as Prospectus

(i)           Restrictions on the right to transfer or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
(j)          Limitation on the depositary’s liability		Paragraphs (14), (17), (19) and (20)
3.       Fees and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly		Paragraph (7)
4.       Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities		Paragraph (7)
Item 2. AVAILABLE INFORMATION		Paragraph (8)

Genneia S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement. Form of Deposit Agreement among Genneia S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d) Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

(e) Certification under Rule 466. Not Applicable.

(f) Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”) among Genneia S.A., the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 16, 2026.

	Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
	By:	JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary
		By:	/s/ Timothy E. Green
			Name:	Timothy E. Green
			Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Genneia S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Buenos Aires, Argentina, on July 16, 2026.

	GENNEIA S.A.
	By:	/s/ Carlos Alberto Palazón
		Name:	Carlos Alberto Palazón
		Title:	Chief Financial Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernardo S. Andrews and Carlos Alberto Palazón, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on July 16, 2026.

SIGNATURES

Signature		Title
/s/ Bernardo S. Andrews		Chief Executive Officer (principal executive officer)
Bernardo S. Andrews
/s/ Carlos Alberto Palazón		Chief Financial Officer (principal financial and accounting officer)
Carlos Alberto Palazón
/s/ César Pablo Rossi		Director
César Pablo Rossi
		Director
Darío Ezequiel Lizzano
		Director
Francisco C.J. Sersale di Cerisano
/s/ Verónica Elisa Marcelo		Director
Verónica Elisa Marcelo
/s/ Darío Martín Febré		Director
Darío Martín Febré
/s/ Jorge Pablo Brito		Director
Jorge Pablo Brito
/s/ Juan Pablo Catarineu		Director
Juan Pablo Catarineu
/s/ Ignacio Cruz Moran		Director
Ignacio Cruz Moran

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Genneia S.A., has signed this Registration Statement on Form F-6 in New York, New York on July 16, 2026.

	Authorized U.S. Representative
	COGENCY GLOBAL INC.
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President on behalf of Cogency Global Inc.

INDEX TO EXHIBITS

Exhibit Number
(a)	Form of Deposit Agreement among Genneia S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)	Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.