Mynd.ai, Inc. SEC Filing

Accepted by SEC EDGAR 11/06/2026 - 04:37 PM EST Learn about SEC filing dates

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As filed with the Securities and Exchange Commission on November 6, 2026 Registration No. 333-220440

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

____________

MYND.AI, INC.

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

____________

N/A

(Translation of issuer’s name into English)

____________

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

____________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

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

____________

Allyson Krause

General Counsel

Mynd.ai, Inc.

4550 North Point Parkway

Suite 370

Alpharetta, GA 30022
(Address, including zip code, and telephone number, including area code, of agent for service)

________________________________

Copies to:

Lori A. Gelchion, Esq. Smith, Gambrell & Russell, LLP 1105 W. Peachtree St. N.E. Suite 1000 Atlanta, Georgia 30309 (404) 815-3500  Jason W. Parsont, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 (212) 506-2500

It is proposed that this filing become effective under Rule 466:	☐ immediately upon filing.
	☒ on December 7, 2026 at 8:00 a.m. ET.
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee***
American Depositary Shares (ADS(s)), each ADS representing the right to receive seventy-five (75) ordinary shares of Mynd.ai, Inc. (the “Company”)	N/A	N/A	N/A	N/A

* Each unit represents 100 ADSs.

** 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 ADSs.

***	Previously paid.
	This Post-Effective Amendment No. 2 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 (Registration No. 333-220440) is being filed solely to (i) effect a ratio change for each American Depositary Share so that the new ratio shall be one (1) American Depositary Share to seventy five (75) ordinary shares of Mynd.ai, Inc. (the “Company”) as of the Effective Date specified in Amendment No. 2 to the Deposit Agreement, and (ii) make corresponding changes reflecting the ratio change to the previously filed Deposit Agreement.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office		Face of Receipt - Introductory Article.
2.	Title of Receipts and identity of deposited securities		Face of Receipt - Top Center.
Terms of Deposit:
(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt - Upper right corner.
(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt - Paragraphs (17) and (18).
(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt - Paragraph (14); Reverse of Receipt – Paragraphs (17) and (18).
(v)	The sale or exercise of rights		Reverse of Receipt - Paragraphs (15) and (17).
(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt – Paragraphs (15), (17), and (19).
(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).
(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraph (11).

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Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (14).

Mynd.ai, Inc. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission (as of the date of this Post-Effective Amendment No. 2 to Registration Statement on Form F-6) at 100 F Street, N.E., Washington, D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(iii) to this Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(i) Deposit Agreement, dated as of September 26, 2017, by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ^___ Previously filed as Exhibit (a)(ii) to Post-Effective Amendment No. 1 to Form F-6 (File No. 333-220440) and incorporated herein by reference.

(a)(ii) Form of Amendment No. 1 to Deposit Agreement by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Previously filed as Exhibit (a)(i) to Post-Effective Amendment No. 1 to Form F-6 (File No. 333-220440) and incorporated herein by reference.

(a)(iii) Form of Amendment No. 2 to Deposit Agreement by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Filed herewith.

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ^___ None.

(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. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Previously filed as Exhibit (d) to Form F-6 (File No. 333-220440) and incorporated herein by reference.

(e) Certificate under Rule 466. ^___ Filed herewith.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Previously filed as set forth on the signature page of Form F-6 (File No. 333-220440) and incorporated herein by reference.

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 ADRs, 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 amount of fees charged is 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 ADR thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Mynd.ai, Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, as amended, 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 Post-Effective Amendment No. 2 to 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 November 6, 2026.

Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive seventy five (75) ordinary shares of Mynd.ai, Inc.

CITIBANK, N.A., solely in its capacity as Depositary
By:	/s/ Mark Gherzo
	Name: Mark Gherzo
	Title: Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mynd.ai, Inc., 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 Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Atherton, California, on November 6, 2026.

MYND.AI, Inc.
By:	/s/ Bin Shen
	Name: Bin Shen
	Title: Chief Executive Officer and Interim Chief Financial Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 6, 2026.

Signature		Title
/s/ Bin Shen
Bin Shen		Chief Executive Officer, Interim Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/ Dr. Simon Leung Lim Kin
Dr. Simon Leung Lim Kin		Chairman of the Board and Director
/s/ Robin Mendelson
Robin Mendelson		Director
/s/ Denise Merle
Denise Merle		Director
/s/ Joel A. Getz
Joel A. Getz		Director

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in Atherton, California, on November 6, 2026.

MYND.AI, INC.
By:	/s/ Bin Shen
	Name: Bin Shen
	Title: Chief Executive Officer and Interim Chief Financial Officer

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)(iii)	Form of Amendment No. 2 to Deposit Agreement
(e)	Rule 466 Undertaking

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