As filed with the Securities and Exchange Commission on October 5,
2026 |
Registration No. 333-_________ |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
__________________
SIVERS SEMICONDUCTORS
AB
(Exact name of
issuer of deposited securities as specified in its charter)
__________________
N/A
(Translation
of issuer’s name into English)
__________________
Kingdom of Sweden
(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
(212) 723-5435
(Address, including
zip code, and telephone number, including area code, of depositary’s principal executive offices)
__________________
CITIBANK, N.A.
– DEPOSITARY RECEIPTS DEPARTMENT
388 Greenwich
Street
New York, New
York 10013
(877) 248-4237
(Address, including
zip code, and telephone number, including area code of agent for service)
Copies to:
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. |
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☐ on (Date) at (Time). |
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| 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 (“ADSs”), each ADS representing
the right to receive three (3) ordinary shares of Sivers Semiconductors AB |
50,000,000
ADSs |
$5.00 |
$2,500,000.00 |
$217.50 |
| * |
Each
unit represents 100 ADSs. |
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|
| ** |
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. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item
Number and Caption |
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Location
in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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| 1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt – Introductory Article |
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| 2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt – Top center |
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Terms of Deposit: |
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADS”) |
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Face of Receipt – Upper right corner |
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt – Paragraphs 12, 14 and 17 |
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(iii) |
The procedure for collecting and distributing dividends |
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Face of Receipt – Paragraphs 4 and
8;
Reverse of Receipt – Paragraphs 13,
14 and 17
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(iv) |
The procedure for transmitting notices, reports and proxy soliciting material |
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Reverse of Receipt – Paragraphs 11
and 12
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs 13
and 14
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt – Paragraphs 4 and
8
Reverse of Receipt – Paragraphs 13,
14, 16 and 17 |
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(vii) |
Amendment, extension or termination of the deposit arrangements |
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Reverse of Receipt – Paragraphs 18
and 19 (no provision for extension)
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(viii) |
The rights that holders of Receipts have to inspect the transfer books of the Depositary and the list of Receipt holders |
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Face of Receipt – Paragraph 3 |
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(ix) |
Any restrictions on the right to transfer or withdraw the underlying securities |
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Face of Receipt – Paragraphs 2, 4, 5, and 6 |
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(x) |
Any limitation on the Depositary’s liability |
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Face of Receipt – Paragraphs 1 and
8;
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Reverse of Receipt – Paragraphs 12,
15 and 17 |
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| 3. |
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly |
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Reverse of Receipt – Paragraph 20 |
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| Item 2. AVAILABLE INFORMATION |
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Reverse of Receipt – Paragraph 11 |
Based on the reasonable good faith belief of
the Depositary after exercising reasonable diligence, the registrant represents that, as of the date hereof, Sivers Semiconductors AB
(the “Company”) publishes in English the information contemplated in Rule 12g3-2(b) under the United States Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on its internet website or through an electronic information
delivery system generally available to the public in the Company’s primary trading market. As of the date hereof the Company’s
internet website is https://www.sivers-semiconductors.com/. The information so published by the Company cannot be retrieved from the
internet website of the United States Securities and Exchange Commission (the “Commission”), and cannot be inspected
or copied at the public reference facilities maintained by the Commission.
PROSPECTUS
IN ACCORDANCE WITH GENERAL
INSTRUCTIONS III. B OF FORM F-6, THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS AN EXHIBIT TO THIS F-6 REGISTRATION
STATEMENT CONSTITUTE THE PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY SHARES TO BE ISSUED PURSUANT TO THIS F-6 REGISTRATION STATEMENT.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) The
agreement between Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners from time
to time of American Depositary Shares registered hereunder. – 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 hereby. – 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 Mayer Brown LLP, counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith.
(e) Certification
under Rule 466. – Filed herewith.
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 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) 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 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 5th day of October, 2026.
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Legal entity created by the agreement
set forth in the American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Sivers Semiconductors
AB
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CITIBANK, N.A., as Depositary |
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By: |
/s/ Rosemary Asafo-Adjei |
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Name: Rosemary Asafo-Adjei |
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Title: Attorney-in-fact |
Index of Exhibits
| Exhibit |
Document |
Sequentially
Numbered Page |
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| (a) |
Form of ADR |
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| (d) |
Opinion of Counsel to the Depositary |
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| (e) |
Rule 466 Certification |
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