SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GRACELL BIOTECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
|Cayman Islands||Not Applicable|
|(State of incorporation or organization)||(I.R.S. Employer Identification No.)|
Building 12, Block B, Phase II
Biobay Industrial Park
218 Sangtian St.
Suzhou Industrial Park, 215123
Peoples Republic of China
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on which
American depositary shares, each
representing five ordinary shares
Ordinary shares, par value US$0.0001 per share*
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
Not for trading, but only in connection with the listing of the American depositary shares on the Nasdaq Stock Market LLC. The American depositary shares represent the right to receive the ordinary shares and are being registered under the Securities Act of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from registration under Section 12(a) of the Securities Exchange Act of 1934 pursuant to Rule 12a-8 thereunder.
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which the form relates: 333-251494
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The description of the securities being registered is set forth under Description of Share Capital and Description of American Depositary Shares in the Registrants registration statement on Form F-1 (File No. 333-251494), originally filed with the Securities and Exchange Commission on December 18, 2020, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933, which description and prospectus are incorporated herein by reference. Copies of such description will be filed with the Nasdaq Stock Market LLC.
Item 2. Exhibits.
No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|Gracell Biotechnologies Inc.|
|Name:||William Wei Cao|
|Title:||Chairman of the Board of Directors and Chief Executive Officer|
Dated: January 4, 2021