Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this 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. ☒
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
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 1933. 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 registrant 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.
The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a shelf registration
process. Under this shelf registration process, we may sell from time to time up to $300,000,000 of any combination of the securities
described in this prospectus.
This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained
in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement,
you should rely on the information contained in that particular prospectus supplement. You should read both this prospectus and
any prospectus supplement together with additional information described under the heading “Where You Can Find More Information”.
You should rely only on the information
provided in this prospectus and the prospectus supplement, as well as the information incorporated by reference. We have not authorized
anyone to provide you with additional or different information. We are not making an offer of these securities in any jurisdiction
or state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement
or any documents incorporated by reference herein or therein is accurate as of any date other than the date of the applicable document.
We may sell the securities to or through
underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency,
currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign-denominated
currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve
the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which
we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in
the sale of the securities, and any related fee, commission or discount arrangements and the net proceeds to us. See “Plan
of Distribution.” The prospectus supplement may also contain information about certain U.S. federal income tax consequences
relating to the securities covered by the prospectus supplement.
PROSPECTUS SUMMARY
The following summary is qualified in
its entirety by, and should be read in conjunction with, the more detailed information and financial statements incorporated by
reference into this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the
risks discussed under “Risk Factors” on page 4 before making an investment decision.
Unless otherwise stated in this prospectus,
“we,” “us,” “our
Company,” “our,” “SPI” or “SPI Energy” refer to SPI Energy Co., Ltd., a Cayman Islands
holding company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company
became the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant
time;
“2017,” “2018” and
“2019” refers to our fiscal years ended December 31, 2017, 2018 and 2019, respectively;
“ADSs” refers to the American
depositary shares, each representing ten ordinary shares, which were listed on the NASDAQ Global Select Market under the symbol
“SPI” between January 19, 2016 and September 18, 2017;
“BT model” refers to our build-and-transfer
model;
“EPC” refers to engineering,
procurement and construction services;
“EV” refers to electric vehicle;
“EUR” or “Euro”
refers to the legal currency of the countries comprising the euro area;
“IPP model” refers to our independent
power producer model;
“PV” refers to photovoltaic;
“Redomicile Merger” refers to
the redomicile of Solar Power, Inc. to the Cayman Islands through a merger with and into a wholly-owned subsidiary of SPI Energy
Co., Ltd., which was completed on January 4, 2016;
“Shares” or “ordinary
shares” refers to our ordinary shares, par value $0.0001 per share;
“SPI California” refers to Solar
Power, Inc., a company incorporated under the laws of California;
“U.K.” refers to the United
Kingdom;
“U.S.” refers to the United
States of America;
“U.S. dollar” or “$”
refers to the legal currency of the United States of America; and
“watt” or “W” refers
to the measurement of total electrical power, where “kilowatt” or “kW” means one thousand watts, “megawatt”
or “MW” means one million watts and “gigawatt” or “GW” means one billion watts.
Overview
We are a global provider
of PV and EV solutions for business, residential, government and utility customers and investors. We provide a full spectrum of
EPC services to third party project developers, as well as develop, own and operate solar projects that sell electricity to the
grid in multiple countries, including the U.S., the U.K., Greece, Japan and Italy. In addition, we develop medium-duty electric
vehicles for commercial markets with a primary focus on class 3 and 4 vehicles. We offer a range of vehicle configurations, including
shuttle buses, utility trucks, service trucks, flatbed trucks, walk-in vans, cargo trucks and school buses to customers that include,
and have included, major airports, airport shuttle operators, hotel chains, seaports, universities, municipalities, and large corporations,
among others.
Prior to 2014, we were
primarily engaged in providing EPC services to developers in the U.S. We were also engaged in the development, manufacture and
marketing of a variety of PV modules, the key components of solar parks that convert sunlight into electricity, and balance-of-system
components, including our in-house brand. We have discontinued our manufacturing business and liquidated our research and development
function. Beginning in 2014, we expanded our global project development business by ramping up our portfolio of global solar projects,
including projects that we plan to hold in the long term and derive electricity generation revenue from our independent power producer
model, or IPP model, and projects that we plan to sell in the future when we are presented with attractive opportunities under
our build-and-transfer model, or BT model. We grow our project portfolio primarily through acquisitions and act as a secondary
developer for the projects which are under construction or in pipeline upon acquisition. Solar projects in our current portfolio
include projects at all stages of development, including projects in operation, projects under construction and projects in pipeline.
For our EPC service
business, the scope of our work encompasses engineering design procurement of technical components from PV module and panel manufacturers
and contracting of construction and installation, which reaches both upstream and downstream along the spectrum of the solar business
value chain. Our rigorous design and supply chain management as well as construction quality control enable us to design, build
and deliver world-class solar system configurations with components that can work optimally together.
For our global project
development business, as of June 29, 2020, we had completed a series of acquisitions of solar projects that were in operation,
consisting of (i) 26.6 MW of projects in Greece, acquired in December 2014 for a total consideration of $79.330 million including
the rights to be awarded up to 360MW EPC contracts, (ii) 4.3 MW of projects in Italy, acquired in February 2015 for a total consideration
of $11.8 million, (iii) 1.082 MW, 1.988 MW and 4.4MW of projects in Greece, acquired in December 2017, March 2019 and November
2019 respectively, for a total consideration of EUR 12.88 million ($14.46 million), (iv) 0.2744 MW of projects in Japan, acquired
in July 2017 for a total consideration of JPY 110 million ($ 0.98 million) and (v) a total of 15.77 MW DC of projects in the state
of Oregon, US, acquired in August, September 2019 and April 2020 respectively for a total consideration of $1.3 million.
From January 2019 to
December 31, 2019, we sold one solar project in Japan (1.99MW) to a third party for consideration of $9.56 million, which has been
recognized as revenue accordingly. On September 26, 2019, we sold Sun Roof II comprised of three rooftop solar projects totaling
1.83 MW, and Sun Roof V with1 MW rooftop solar project in Italy for consideration of EUR4.3 million. On March 16, 2020, we sold
Sun Roof I, a 479 kWp rooftop solar project located in Italy for consideration of EUR1.1 million before transaction fees. After
the sale of Sun Roof II, Sun Roof V and Sun Roof I, the Company currently owns only 1 PV asset with a capacity of 0.993 MW in Italy.
As of the date of this
Registration Statement, we are constructing an aggregate of 19.636 MW of projects in the U.S. under our BT model. We anticipate
that the U.S. project will be connected to the grid in the first quarter of 2022.
We had 10.24MW of projects
in announced pipeline as of June 29, 2020. We expect to complete the acquisition of, or commence permitting processes for, our
projects in announced pipeline as soon as practicable. We believe these new additions, combined with our existing project portfolio,
demonstrate our broad geographic reach and established presence across key solar markets and mitigate country-specific risks.
Crypto Mining Hosting
In early 2018, we launched www.umining.io,
a turnkey solution offering global crypto-mining hosting, training, sales, and repair services. As of December 31, 2019, we had
2 pilot mining sites in Canada and the U.S. We discontinued the efforts to increase our mining capacity due to the COVID-19 pandemic.
Hemp and CBD Business
In September 2019,
we launched our newly established hemp and CBD business. We have executed a management services agreement with the Native American
Agricultural Company (“NAAC”) to cultivate hemp in the Navajo Nation; and obtained licenses from the Navajo Nation
to engage in lab testing, cultivation, processing, wholesale distribution, and retail sales of hemp. In January 2020, we completed
the installation of our cannabidiol extraction and milling equipment at an approximately 25,000-sqft facility in Orange Cove, Fresno
County in California. The newly installed CBD processing equipment is designed to enable the production of Hemp dry flower and
Pre-roll, CBD crude oil, distillate, and isolate, serving the growers in California. The pre-production test runs of its CBD crude
oil extraction and Hemp try flower and Pre-roll production process and quality control review have been completed. The Company
has temporarily ceased operations of this business because of the COVID-19 pandemic.
Business of Alfalfa
and Other Related Agriculture Products
In May 2019, we announced our intention
to explore the agriculture business for production, sales or marketing of alfalfa and other related agriculture products in Arizona.
Knight Holding Corporation, our subsidiary, is focused on becoming one of the largest global providers of alfalfa hay and other
forage types. With China’s increasing demand for American alfalfa hay, we have recognized the importance of exporting to
the Asia market. Committing ourselves to successfully becoming a major supplier of alfalfa, we have established a processing facility
in Tonopah, Arizona. Our alfalfa pressing facility sits in the center of the Harquahala Valley, located in Western Maricopa County,
Arizona.
Electric Vehicle (EV) Business
On November 12, 2020, we completed the acquisition
of Phoenix Cars LLC and Phoenix Motorcars Leasing LLC (together, “Phoenix”), an electric drivetrain manufacturer for
medium-duty commercial vehicles and final stage manufacturer that integrates its drivetrains into these vehicles. The acquisition
consideration consisted of $11.5 million in ordinary shares, valued at $10.02 per share, a cash investment of $1 million, a commitment
to invest another $4.5 million, and adoption of an employee incentive plan. On January 27, 2021, we announced that our Board of
Directors approved an initial public offering of Phoenix Motor Inc., the Phoenix holding company. Our subsidiary, EdisonFuture,
will own approximately 75% to 80% of Phoenix Motor Inc. after the spinoff.
History
The Company was incorporated in the Cayman
Islands on May 4, 2015 for the sole purpose of effectuating the redomicile of the Company’s predecessor, Solar Power, Inc.,
a California corporation (“SPI California”). The redomicile was approved by the shareholders of SPI California on May
11, 2015, pursuant to which one share of common stock of SPI California held by the shareholders was converted into one SPI Energy
ordinary share. On January 4, 2016, SPI California completed the redomicile, whereby SPI California merged with and into a wholly-owned
subsidiary of the Company and the holders of SPI California’s common stock received ADSs representing ordinary shares of
the Company. Between January 19, 2016 and September 18, 2017, our ADSs were listed on the NASDAQ Global Select Market under the
symbol “SPI”. The Bank of New York Mellon, the depositary bank for the ADS facility, terminated our ADS facility on
September 18, 2017. Following such termination, we listed our ordinary shares, par value US$0.0001 per share, for trading on NASDAQ
Global Select Market in substitution for our ADSs. On September 19, 2017, our ordinary shares began trading on the NASDAQ Global
Select Market under the symbol “SPI”.
Our principal executive office is located
at #1128, 11/F, No. 52 Hung To Road, Kwun Tong, Kowloon, Hong Kong S.A.R. Its telephone number is (852) 2291 6020. Our website,
which contains additional information about our company, can be accessed at: www,spigroups.com, but that information is not part
of this prospectus. The reference to our website is an inactive textual reference only and information contained in, or that can
be accessed through, our website is not part of this prospectus. The SEC maintains a website (www.sec.gov) that contains
reports, proxy and information statements and other information regarding registrants, such as SPI Energy, that file electronically
with the SEC.
The Securities We May Offer
We may use this prospectus to offer up to
$300,000,000 of:
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units, which may consist of any combination of the above securities.
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We may also offer securities of the types
listed above that are convertible or exchangeable into one or more of the securities listed above. This prospectus provides you
with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities,
including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity, if applicable;
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rates and times of payment of interest or dividends, if any;
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redemption, conversion or sinking fund terms, if any;
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voting or other rights, if any; and
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conversion or exercise prices, if any.
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The prospectus supplement also may add,
update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus.
However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security
that is not registered and described in this prospectus at the time of its effectiveness.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all
or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable
prospectus supplement:
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the names of those agents or underwriters;
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applicable fees and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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This prospectus may not be used to consummate
a sale of any securities unless it is accompanied by a prospectus supplement.
RISK FACTORS
An investment in our securities involves
risk. Before you invest in securities issued by us, you should carefully consider the risks involved. Accordingly, you should carefully
consider the risk factors described below and the following:
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the information contained in or incorporated by reference into this prospectus;
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the information contained in or incorporated by reference into any prospectus supplement relating to specific offerings of
securities;
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the risks described in our Annual Report on Form 20-F for our fiscal year ended December 31, 2019 on file with the SEC,
which is incorporated by reference into this prospectus; and
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other risks and other information that may be contained in, or incorporated by reference from, other filings we make with the
SEC, including in any prospectus supplement relating to specific offerings of securities.
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The discussion of risks related to our
business contained in or incorporated by reference into this prospectus or into any prospectus supplement comprises material risks
of which we are aware. If any of the events or developments described actually occurs, our business, financial condition or results
of operations would likely suffer. Additional risks not presently known to us or that we currently believe are immaterial may also
significantly impair our business operations.
Risk Factors Related to Our Business
The Company’s investment in Phoenix
is highly risky. Following are material risks related to the investment.
Phoenix has never been profitable.
Phoenix has a history of losses. For the
years ended December 31, 2019, 2018 and 2017, Phoenix’s unaudited combined net loss was $5.2 million, $7.7 million and $7.3
million, respectively. For the nine months ended September 30, 2020, Phoenix’s unaudited combined net loss was $2.9 million.
The Company might lose its entire investment in Phoenix if Phoenix does not become profitable.
Electric vehicles is a new industry, so Phoenix’s success
cannot be assured.
The electric vehicle (EV) industry in the
United States is small by comparison with the traditional automotive vehicle industry. In particular, the medium-duty electric
vehicle business, in which Phoenix engages, is comprised of a relatively small number of companies. Unless the use of battery power
for medium-duty vehicles gains wide acceptance, Phoenix’s business will become unsustainable. There are a number of obstacles
to wide acceptance of Phoenix’s EVs, as follows:
Costs of electric vehicles are high in comparison
with those of traditional vehicles powered by internal combustion engines or hybrids.
Phoenix’s EVs will not gain wide acceptance
unless Phoenix can reduce manufacturing costs. Prices of Phoenix EVs range from$165,000 to $220,000, whereas prices of comparable
traditional vehicles range from approximately $50,000 to $70,000. The cost difference is due to the incremental cost of electric
drivetrain, including lithium-ion batteries, motors, inverter and control software, coupled with the relatively low volume of production,
leading to higher overheads.
In addition, government subsidies and incentives,
including those available in California, are important for the cost-competitiveness of Phoenix’s EVs, and Phoenix’s
growth and prospects depend in part on the availability and amounts of these subsidies and incentives. Any reduction, elimination
or discriminatory application of government subsidies and incentives because of budgetary challenges, policy changes, the reduced
need for such subsidies and incentives due to the perceived success of electric vehicles, or other reasons may impair the cost-competitiveness
of Phoenix’s EVs.
The range of Phoenix’s EVs is limited,
compared with that of traditional vehicles.
Whereas traditional medium-duty vehicles may travel
from 240 to 350 miles before refueling, Phoenix’s EVs have a maximum range of 160 miles and minimum recharging time of five
to six hours. Currently, Phoenix’s EVs can be charged only at the owner’s location or select public charging locations
using compatible charging equipment, further limiting the EVs to local use. Accordingly, potential customers needing vehicles with
longer ranges or quicker turnaround of depleted fuel or electric energy supply may find Phoenix’s products relatively less
attractive.
The demand for commercial electric vehicles depends,
in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low diesel or other
petroleum-based fuel prices could adversely affect demand for Phoenix’s vehicles, which would adversely affect its business,
prospects, financial condition and operating results.
We believe that much of the current and projected
demand for commercial electric vehicles results from concerns about volatility in the cost of petroleum-based fuel, the dependency
of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency
and alternative forms of energy, as well as the belief that climate change results in part from the burning of fossil fuels. If
the cost of petroleum-based fuel decreased significantly, the outlook for the long-term supply of oil to the United States improves,
the government eliminates or modifies its regulations or economic incentives related to fuel efficiency and alternative forms of
energy, or if there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand
for commercial electric vehicles could be reduced, and our business and revenue may be harmed.
Diesel and other petroleum-based fuel prices have
been extremely volatile, and we believe this continuing volatility will persist. Lower diesel or other petroleum-based fuel prices
over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available
energy alternatives should be developed and produced. If diesel or other petroleum-based fuel prices remain at deflated levels
for extended periods of time, the demand for commercial electric vehicles may decrease, which would have an adverse effect on our
business, prospects, financial condition and operating results.
Phoenix’s growth depends upon the willingness
of operators of commercial vehicle fleets to adopt electric vehicles and on its ability to produce, sell, and service vehicles
that meet their needs. Operators’ willingness to acquire EV fleets often depends upon the cost to an operator in adopting
EV technology, as compared to the cost of traditional vehicle technology.
Phoenix’s growth requires adoption of commercial
vehicle operators to adopt EVs for their fleets and on Phoenix’s ability to produce, sell and service vehicles that meet
their needs. EVs' use in the medium-duty commercial vehicle market is a relatively new development, particularly in the United
States, and is characterized by rapidly changing technologies and evolving government regulation, industry standards, and customer
views of the merits of using electric vehicles in their businesses. This process has been slow, as, without including the impact
of government or other subsidies and incentives, the purchase prices for Phoenix’s EVs currently is higher than those for
diesel-fueled vehicles. The relatively low price of oil has also hurt Phoenix’s over the last few years.
If the market for commercial electric vehicles
does not develop as Phoenix expects, its business, prospects, financial condition and operating results will be impaired.
Phoenix must educate fleet managers regarding the
economic benefits that Phoenix believes result over the life of its EVs. Phoenix believes that these benefits depend on the following:
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the difference in the initial purchase prices of commercial electric vehicles and vehicles with comparable gross vehicle weight powered by internal combustion engines or hybrids, both including the effect of government and other subsidies and incentives designed to promote the purchase of electric vehicles;
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the total cost of ownership of the vehicle over its expected life, which includes the initial purchase price and ongoing operating and maintenance costs;
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the availability and terms of financing options for purchases of vehicles and, for commercial electric vehicles, financing options for battery systems;
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the availability of tax and other governmental incentives to purchase and operate electric vehicles and future regulations requiring increased use of nonpolluting vehicles;
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government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;
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fuel prices, including volatility in the cost of diesel fuel;
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the cost and availability of other alternatives to diesel fueled vehicles, such as vehicles powered by natural gas or hybrids;
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corporate sustainability initiatives;
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commercial electric vehicle quality, performance and safety (particularly with respect to lithium-ion battery packs);
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the quality and availability of service for the vehicle, including the availability of replacement parts;
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the range over which commercial electric vehicles may be driven on a single battery charge;
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access to charging stations and related infrastructure costs, and standardization of electric vehicle charging systems;
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electric grid capacity and reliability; and
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If, in weighing these factors, operators of commercial
vehicle fleets determine that there is no compelling business justification for purchasing commercial EVs, the market for commercial
EVs may not develop as, or may develop more slowly than, Phoenix expects which would adversely affect Phoenix’s business,
prospects, financial condition and operating results.
Phoenix’s current backlog consists
entirely of orders for vehicles with a new drive system and a new chassis, entailing risks of fulfillment delays.
Phoenix is the process of releasing its
Generation 3 drive system build, using a new battery supplier (a U.S. domestic company) and a thermal management cooling system.
Also, all of Phoenix’s products are built on the Ford E-450 chassis. The 2021 model year chassis has changed significantly
from the most recent, 2019, chassis, on which Phoenix built its previous years’ products . These changes require Phoenix’s
engineering team to update the Generation 3 drive system to be compatible with both the 2019, as well as the 2021 chassis. Delays
in deploying this new drive system or adapting to the new chassis would adversely affect production targets, impairing revenue
and income expectations for 2021.
Some of Phoenix’s customers require
its vehicles to pass Federal Transit Administration “Altoona” testing, and the failure of Phoenix’s vehicles
to do so would adversely affect sales and revenue.
Phoenix plans to begin Altoona testing at
the end of the first quarter or beginning of the second quarter of 2021 (pending availability for test slots and progress on the
Generation 3 drive system); the tests are expected to last between three and six months. Failure to complete testing in this timeframe
would adversely affect order fulfillment, as well as future sales, to customers and potential customers that require successful
completion of the test program.
All of Phoenix’s current range
of products are built on Ford’s E-450 chassis. A decision by Ford to offer an electric version of this chassis, directly,
would impact the viability of Phoenix’s current products.
Phoenix currently builds all its products
on Ford’s E-450 chassis and is approved by Ford as an ‘electric Qualified Vehicle Modifier.’ Ford does not offer
an electric version of this chassis, due to the relatively small market size for medium-duty electric vehicles. As volumes increase,
there is a potential risk of Ford’s launching an electric version of Ford’s E-450 chassis directly from the factory,
negating the need for Phoenix’s current range of products. Additionally, a shortage in the availability of this chassis would
impact Phoenix’s capability to produce and fulfill customer’s orders in a timely manner.
Phoenix has a limited number of customers, with which Phoenix
does not have long-term agreements, and expects that a significant portion of our future sales will be from a limited number of
customers. The loss of any of these customers could materially harm Phoenix’s business.
A significant portion of Phoenix’s
projected future revenue is expected to be generated from a limited number of customers. Phoenix has no contracts with customers
that include long-term commitments that ensure future sales of vehicles. The loss of or a reduction in sales or anticipated sales
to Phoenix’s most significant customers would have a material adverse effect on our business, prospects, financial condition
and operating results.
Phoenix may face competition from global automotive manufacturers.
Phoenix competes with a number of commercial
EV manufacturers, including those such as Chanje Energy and Rivian that are backed by global companies. In addition to Tesla, a
number of traditional global automobile manufacturers, including BMW, Ford, General Motors, Mercedes Benz, and Nissan-Renault-Mitsubishi-Toyota,
have entered the consumer EV business, and a few, including Tesla and Daimler have begun entry into the commercial EV market. It
is possible that others in the consumer EV business, or heavy-duty EV manufacturers, could expand into the medium-duty EV business
and compete with Phoenix. In addition, many of the aforementioned companies, along with others, such as Volvo, BYD, Hyundai, Honda,
and Fiat participate in the hybrid business, which includes commercial vehicles that may compete with Phoenix. These companies
have far greater resources, brand recognition, and distribution channels than Phoenix or the Company does, which could make it
difficult for Phoenix to gain widespread market acceptance. There can be no assurance that Phoenix will be able to compete successfully
with other market participants, and if Phoenix cannot, then its business could fail.
Phoenix currently has no long-term supply contracts that
guarantee pricing, which exposes Phoenix to fluctuations in component, materials, and equipment costs. Substantial increases in
these prices would increase operating costs, adversely affecting Phoenix’s business, prospects, financial condition and operating
results.
Because Phoenix currently has no long-term
supply contracts that guarantee pricing on key components including base chassis and drivetrain components (excluding batteries),
Phoenix is exposed to risks of increases in prices of the raw materials, parts, and components, and equipment used in EV production.
Substantial increases in such prices would increase our operating costs and could reduce our margins if we cannot recoup the increased
costs through increased vehicle prices. Any attempts to increase the announced or expected prices of our vehicles in response to
increased costs could be viewed negatively by our customers and could adversely affect our business, prospects, financial condition
and operating results. Phoenix has a long-term contract with its current battery supplier, offering pricing guarantees for a three-year
period. The contract also stipulates minimum order quantities for the term of the contract.
Phoenix’s business requires highly technically skilled
personnel, for whom Phoenix must compete for employment.
Phoenix’s manufacturing and research
and development require highly skilled electrical, mechanical, and software engineers. Competition for employment of such individuals
is intense, and Phoenix’s ability to attract and retained and retaining them is essential to continuing its business. Growth
of Phoenix’s business will depend upon its ability to compete for increasing numbers of such employees, and there can be
no assurance that Phoenix will be able to do so.
Phoenix EVs use lithium-ion batteries,
which, if not appropriately managed and controlled, have caught fire or released smoke and flames. Such events could result in
liability under Phoenix’s warranties, for damage or injury, adverse publicity and a potential safety recall, any of which
would hurt Phoenix’s prospects.
The battery packs in Phoenix’s EVs
use lithium-ion cells, which, if not appropriately managed and controlled can rapidly release energy by venting smoke and flames
that can ignite nearby materials. Highly publicized incidents of laptop computers and cell phones bursting into flames have focused
attention on the safety of these cells. These events also have raised questions about the suitability of lithium-ion cells for
automotive applications. There can be no assurance that a field failure of Phoenix’s battery packs will not occur, which
would damage the vehicle or lead to personal injury or death that subject Phoenix to lawsuits. Furthermore, there is some risk
of electrocution if individuals who attempt to repair battery packs do not follow applicable maintenance and repair protocols.
Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adverse publicity could
adversely affect Phoenix’s business, prospects, financial condition and operating results.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus (including the documents
incorporated by reference herein) contains forward-looking statements that are based on our current expectations, assumptions,
estimates and projections about us and our industry. All statements other than statements of historical fact in this report are
forward-looking statements. These forward-looking statements can be identified by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “estimate,” “plan,” “believe,” “is/are
likely to” or other similar expressions. The forward-looking statements included in this report relate to, among other things:
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our goals and strategies;
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our future business development, financial condition and results of operations;
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our ability to execute any of our business strategies;
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our ability to obtain funding for our operations;
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the impact of COVID-19 on our business, financial condition and results of operations;
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changes in tax law, tax treaties or tax regulations or the interpretation or enforcement thereof, including taxing authorities
not agreeing with our assessment of the effects of such laws, treaties and regulations; and
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such other risk factors as may be discussed in our reports filed with the SEC.
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These forward-looking statements involve
various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable,
we cannot assure you that our expectations will turn out to be correct. Our actual results could be materially different from our
expectations.
The forward-looking statements made in this
prospectus (including the documents incorporated by reference herein) relate only to events or information as of the date on which
the statements are made in this prospectus. We undertake no obligation to update any forward-looking statements to reflect events
or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
Unless the applicable prospectus supplement
states otherwise, the net proceeds from the sale of securities offered by the Company will be used for general corporate purposes,
which may include, among other things, funding working capital, capital expenditures, financing of acquisitions and other business
combinations, investments in or extensions of credit to our subsidiaries and the repayment of indebtedness.
The actual application of proceeds from
the sale of any particular offering of securities using this prospectus will be described in the applicable prospectus supplement
relating to such offering. The precise amount and timing of the application of these proceeds will depend upon our funding requirements
and the availability and cost of other funds.
CAPITALIZATION AND INDEBTEDNESS
Our capitalization and indebtedness will
be set forth in a prospectus supplement to this prospectus or in a report on Form 6-K subsequently furnished to the SEC and
specifically incorporated herein by reference.
DIVIDEND POLICY
Our dividend policy is set forth under the
heading “Item 8.A. Consolidated Statements and Other Financial Information” in our Annual Report on Form
20-F for the fiscal year ended December 31, 2019, which is incorporated in this prospectus by reference, as updated by our
subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
OFFER AND LISTING DETAILS
We may offer and issue from time to time
ordinary shares, preferred shares, warrants, subscription rights, debt securities and/or units, or any combination thereof, up
to an aggregate initial offering price of $300,000,000 in one or more transactions under this shelf prospectus. The price of securities
offered will depend on a number of factors that may be relevant at the time of offer. See “Plan of Distribution.”
Our ordinary shares have been listed on
the Nasdaq Global Select Market under the symbol “SPI” since September 18, 2017.
DESCRIPTION OF ORDINARY SHARES
A description of our ordinary shares can
be found in our Registration Statement on Form F-4, as amended, under the Securities Act of 1933, as amended (the “Securities
Act”), as originally filed with the SEC on May 11, 2015 (Registration No. 333-204069) under the heading “Description
of Securities” and as incorporated into the Company’s Form 8-A, filed with the SEC on January 15, 2016, as subsequently
amended on January 15, 2016, September 18, 2017 and November 7, 2017, which description is incorporated by reference herein. See
“Incorporation of Certain Information by Reference.”
DESCRIPTION OF PREFERRED SHARES
SPI’s Memorandum and Articles of Association,
as amended, authorizes SPI’s Board of Directors to establish one or more series of preferred shares with such designation,
number of shares of the series, rights and preferences as may be determined from time to time by SPI’s Board of Directors.
Accordingly, SPI’s Board of Directors is empowered, without action by its shareholders, to issue preferred shares to the
extent of available authorized but unissued shares. The preferred shares could be utilized as an anti-takeover device without further
action on the part of the shareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares. Although
SPI does not currently intend to issue any preferred shares, SPI cannot assure you that it will not do so in the future.
As of the date of this prospectus, there
are no outstanding preferred shares of any series.
The material terms of any series of preferred
shares that we offer, together with any material Hong Kong S.A.R. or United States federal income tax considerations relating to
such preferred shares, will be described in a prospectus supplement.
DESCRIPTION OF WARRANTS
The following summary of certain provisions
of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions
of the warrant agreement that will be filed with the SEC in connection with the offering of such warrants.
General
We may issue warrants to purchase ordinary
shares. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such
securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant
agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with
holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the material provisions of
the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will
describe the following terms of any warrants in respect of which this prospectus is being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued and exercised;
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the currency or currencies in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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any material Hong Kong S.A.R. or United States federal income tax consequences;
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the antidilution provisions of the warrants, if any; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such
warrants.
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Amendments and Supplements to Warrant Agreement
We and the warrant agent may amend or supplement
the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes
that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of
the holders of the warrants.
DESCRIPTION OF SUBSCRIPTION RIGHTS
The following summary of certain provisions
of the subscription rights does not purport to be complete and is subject to, and qualified in its entirety by reference to, the
provisions of the certificate evidencing the subscription rights that will be filed with the SEC in connection with the offering
of such subscription rights.
General
We may issue subscription rights to purchase
ordinary shares. Subscription rights may be issued independently or together with any other offered security and may or may not
be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering
to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such
underwriters will purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection
with a subscription rights offering to our shareholders, we will distribute certificates evidencing the subscription rights and
a prospectus supplement to our shareholders on the record date that we set for receiving subscription rights in such subscription
rights offering.
The applicable prospectus supplement will
describe the following terms of subscription rights in respect of which this prospectus is being delivered:
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the title of such subscription rights;
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the securities for which such subscription rights are exercisable;
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the exercise price for such subscription rights;
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the number of such subscription rights issued to each shareholder;
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the extent to which such subscription rights are transferable;
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if applicable, a discussion of the material Hong Kong S.A.R., or United States federal income tax considerations applicable
to the issuance or exercise of such subscription rights;
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the date on which the right to exercise such subscription rights shall commence, and the date on which such rights shall expire
(subject to any extension);
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the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection
with the subscription rights offering; and
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any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise
of such subscription rights.
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Exercise of Subscription Rights
Each subscription right will entitle the
holder of the subscription right to purchase for cash such amount of ordinary shares at such exercise price as shall be set forth
in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription
rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in
the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become
void.
Subscription rights
may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of
payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription
rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the ordinary
shares purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other
than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby underwriting arrangements, as set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to
time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the debt securities
to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior
indenture and a subordinated indenture, respectively, in each case between us and the trustee named in the indenture. We have filed
forms of these documents as exhibits to the registration statement, of which this prospectus forms a part. The senior indenture
and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an “indenture”
and collectively as the “indentures.” Each indenture will be subject to and governed by the Trust Indenture Act and
will be construed in accordance with and governed by the laws of the State of New York, without giving effect to any principles
thereof relating to conflicts of law that would result in the application of the laws of any other jurisdiction. The aggregate
principal amount of debt securities which may be issued under each indenture will be unlimited and each indenture will contain
the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to,
an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating
to such series. Our debt securities may be convertible or exchangeable into any of our equity or other debt securities.
Our statements below relating to the debt
securities and the indentures are summaries of their anticipated provisions, are not complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the applicable indenture and any applicable Hong Kong S.A.R., or United
States federal income tax considerations as well as any applicable modifications of or additions to the general terms described
below in the applicable prospectus supplement or supplemental indenture. For a description of the terms of a particular issue of
debt securities, reference must be made to both the related prospectus supplement and to the following description.
General
Neither indenture limits the amount of debt
securities which may be issued. The debt securities may be issued in one or more series. The senior debt securities will be unsecured
and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities
will be unsecured and subordinated to all present and future senior indebtedness. Any such debt securities will be described in
an accompanying prospectus supplement.
You should read the applicable indenture
and subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities:
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the designation, aggregate principal amount and authorized denominations;
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the issue price, expressed as a percentage of the aggregate principal amount;
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the interest rate per annum, if any;
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if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which
interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment
dates;
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any optional or mandatory sinking fund provisions or exchangeability provisions;
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the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion
price, the conversion period and other conversion provisions;
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the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must
be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities
of the series will be issuable;
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if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which
will be payable upon acceleration or provable in bankruptcy;
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any events of default not set forth in this prospectus;
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the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other
than the currency of the United States of America;
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if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that
in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms
and conditions upon which, the election may be made;
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whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions
upon which the election may be made;
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if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in
the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities
under the applicable indenture;
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if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other
method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable,
the manner in which the amounts will be determined;
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any restrictive covenants or other material terms relating to the offered debt securities;
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whether the offered debt securities will be issued in the form of global securities or certificates in registered or bearer
form;
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any terms with respect to subordination;
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any listing on any securities exchange or quotation system; and
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additional provisions, if any, related to defeasance and discharge of the offered debt securities.
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Subsequent filings may include additional
terms not listed above. Unless otherwise indicated in subsequent filings with the SEC relating to the indenture, principal, premium
and interest will be payable and the debt securities will be transferable at the corporate trust office of the applicable trustee.
Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent
filings with the SEC, the debt securities will be issued only in fully registered form without coupons, in denominations of $1,000
or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with these debt securities.
Some or all of the debt securities may be
issued as discounted debt securities to be sold at a substantial discount below the stated principal amount. Hong Kong S.A.R.,
or United States federal income tax consequences and other special considerations applicable to any discounted securities will
be described in subsequent filings with the SEC relating to those securities.
We refer you to applicable subsequent filings
with respect to any deletions or additions or modifications from the description contained in this prospectus.
Senior Debt
We may issue senior debt securities under
the senior debt indenture. These senior debt securities will rank on an equal basis with all our other unsecured debt except subordinated
debt.
Subordinated Debt
We may issue subordinated debt securities
under the subordinated debt indenture. Subordinated debt will rank subordinate and junior in right of payment, to the extent set
forth in the subordinated debt indenture, to all our senior debt (both secured and unsecured).
In general, the holders of all senior debt
are first entitled to receive payment of the full amount unpaid on senior debt before the holders of any of the subordinated debt
securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated
debt securities in certain events.
If we default in the payment of any principal
of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable grace period, then,
unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise
acquire the subordinated debt securities.
If there is any insolvency, bankruptcy,
liquidation or other similar proceeding relating to us, then all senior debt must be paid in full before any payment may be made
to any holders of subordinated debt securities.
Furthermore, if we default in the payment
of the principal of and accrued interest on any subordinated debt securities that is declared due and payable upon an event of
default under the subordinated debt indenture, holders of all our senior debt will first be entitled to receive payment in full
in cash before holders of such subordinated debt can receive any payments.
Senior debt means:
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the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and
indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior
debt securities or letters of credit;
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all capitalized lease obligations;
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all hedging obligations;
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all obligations representing the deferred purchase price of property; and
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all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
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but senior debt does not include:
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subordinated debt securities; and
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any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
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Covenants
Under the terms of the indenture, we covenant,
among other things:
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that we will duly and punctually pay the principal of and interest, if any, on the offered debt securities in accordance with
the terms of such debt securities and the applicable indenture;
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that so long as any offered debt securities are outstanding, we will (i) file with the SEC within the time periods prescribed
by its rules and regulations and (ii) furnish to the trustee and holders of the offered debt securities all interim and annual
financial information required to be furnished or filed with the SEC pursuant to Section 13 and 15(d) of the Exchange
Act, and with respect to the annual consolidated financial statements only, a report thereon by our independent auditors;
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that we will deliver to the trustee after the end of each fiscal year a compliance certificate as to whether we have kept,
observed, performed and fulfilled our obligations and each and every covenant contained under the applicable indenture;
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that we will deliver to the trustee written notice of any event of default, with the exception of any payment default that
has not given rise to a right of acceleration under the indenture;
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that we will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, which may affect the covenants or the performance of the indenture or the offered
debt securities;
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that we will do or cause to be done everything necessary to preserve and keep in full force and effect our corporate existence
and the corporate, partnership or other existence of certain of our subsidiaries whose preservation is determined to be desirable
by our Board of Directors and material to the holders;
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that we will, and we will cause each of our subsidiaries to, pay prior to delinquency all taxes, assessments and governmental
levies, except as contested in good faith and by appropriate proceedings;
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that in the event we are required to pay additional interest to holders of our debt securities, we will provide notice to the
trustee, and where applicable, the paying agent, of our obligation to pay such additional interest prior to the date on which any
such additional interest is scheduled to be paid; and
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that we will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purposes of the indenture.
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Any series of offered debt securities may have covenants in
addition to or differing from those included in the applicable indenture which will be described in subsequent filings prepared
in connection with the offering of such securities, limiting or restricting, among other things:
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the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
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the ability to make certain payments, dividends, redemptions or repurchases;
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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our ability to make investments;
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mergers and consolidations by us or our subsidiaries;
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our ability to enter into transactions with affiliates;
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our ability to incur liens; and
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sale and leaseback transactions.
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Modification of the Indentures
Each indenture and the rights of the respective
holders may be modified by us only with the consent of holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class.
But no modification that:
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changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any
alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture)
or the price at which we are required to offer to purchase the securities;
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reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation;
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waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission
of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities
of that series and a waiver of the payment default that resulted from such acceleration);
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makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults
can be waived, certain modifications affecting shareholders or certain currency-related issues; or
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waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of
any securities;
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will be effective against any holder without his consent. Other
terms as specified in subsequent filings may be modified without the consent of the holders.
Events of Default
Each indenture defines an event of default
for the debt securities of any series as being any one of the following events:
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default in any payment of interest when due which continues for 30 days;
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default in any payment of principal or premium at maturity;
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default in the deposit of any sinking fund payment when due;
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default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after
we receive notice of the default;
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default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the
extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the
applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in
such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and
payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default;
and
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events of bankruptcy, insolvency or reorganization.
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An event of default of one series of debt
securities does not necessarily constitute an event of default with respect to any other series of debt securities.
There may be such other or different events
of default as described in an applicable subsequent filing with respect to any class or series of offered debt securities.
In case an event of default occurs and continues
for the debt securities of any series, the applicable trustee or the holders of not less than 25% in aggregate principal amount
of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities
of that series to be due and payable. Any event of default for the debt securities of any series which has been cured may be waived
by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding.
Each indenture requires us to file annually
after debt securities are issued under that indenture with the applicable trustee a written statement signed by two of our officers
as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest of the holders to do so, except notice of a default
in payment of principal, premium or interest.
Subject to the duties of the trustee in
case an event of default occurs and continues, each indenture provides that the trustee is under no obligation to exercise any
of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the
trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of the trustee, each indenture provides
that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power
conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with
the option to be discharged from any and all obligations in respect of the debt securities issued thereunder upon the deposit with
the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay any installment of principal, premium and interest
on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance
with the terms of the debt securities and the indenture governing the debt securities. This right may only be exercised if, among
other things, we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the
effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders. This discharge would not
apply to our obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities,
to maintain paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide
us with the right not to comply with specified covenants and that specified events of default described in a subsequent filing
will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government obligations,
or both, which through the payment of interest and principal will provide money in an amount sufficient to pay principal, premium,
if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such
payments in accordance with the terms of the debt securities and the indenture governing such debt securities. We will also be
required to deliver to the trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not
cause the holders of such series to recognize income, gain or loss for federal income tax purposes.
A subsequent filing may further describe
the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance.
Global Securities
The debt securities of a series may be issued
in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository identified
in an applicable subsequent filing and registered in the name of the depository or a nominee for the depository. In such a case,
one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and
until it is exchanged in whole or in part for debt securities in definitive certificated form, a global security may not be transferred
except as a whole by the depository for the global security to a nominee of the depository or by a nominee of the depository to
the depository or another nominee of the depository or by the depository or any nominee to a successor depository for that series
or a nominee of the successor depository and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions
will apply to depository arrangements for any portion of a series of debt securities to be represented by a global security. Any
additional or different terms of the depository arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security,
and the deposit of that global security with or on behalf of the depository for the global security, the depository will credit,
on its book-entry registration and transfer system, the principal amounts of the debt securities represented by that global security
to the accounts of institutions that have accounts with the depository or its nominee.
The accounts to be credited will be designated
by the underwriters or agents engaging in the distribution of the debt securities or by us, if the debt securities are offered
and sold directly by us. Ownership of beneficial interests in a global security will be limited to participating institutions or
persons that may hold interests through such participating institutions. Ownership of beneficial interests by participating institutions
in the global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained
by the depository for the global security or by its nominee. Ownership of beneficial interests in the global security by persons
that hold through participating institutions will be shown on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those participating institutions. The laws of some jurisdictions
may require that purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations
and such laws may impair the ability to transfer beneficial interests in the global securities.
So long as the depository for a global security,
or its nominee, is the registered owner of that global security, the depository or its nominee, as the case may be, will be considered
the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture.
Unless otherwise specified in an applicable subsequent filing and except as specified below, owners of beneficial interests in
the global security will not be entitled to have debt securities of the series represented by the global security registered in
their names, will not receive or be entitled to receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial
interest in the global security must rely on the procedures of the depository and, if such person is not a participating institution,
on the procedures of the participating institution through which the person owns its interest, to exercise any rights of a holder
under the indenture.
The depository may grant proxies and otherwise
authorize participating institutions to give or take any request, demand, authorization, direction, notice, consent, waiver or
other action which a holder is entitled to give or take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial interest in the global security desires to give any
notice or take any action a holder is entitled to give or take under the applicable indenture, the depository would authorize the
participating institutions to give the notice or take the action, and participating institutions would authorize beneficial owners
owning through such participating institutions to give the notice or take the action or would otherwise act upon the instructions
of beneficial owners owning through them.
Unless otherwise specified in applicable
subsequent filings, payments of principal, premium and interest on debt securities represented by a global security registered
in the name of a depository or its nominee will be made by us to the depository or its nominee, as the case may be, as the registered
owner of the global security.
We expect that the depository for any debt
securities represented by a global security, upon receipt of any payment of principal, premium or interest, will credit participating
institutions’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect that payments by participating institutions to
owners of beneficial interests in the global security held through those participating institutions will be governed by standing
instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in street
name, and will be the responsibility of those participating institutions. None of us, the trustees or any agent of ours or the
trustees will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial interests.
Unless otherwise specified in the applicable
subsequent filings, a global security of any series will be exchangeable for certificated debt securities of the same series only
if:
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the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository
ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by
us within 90 days after we receive the notice or become aware of the ineligibility;
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we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
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there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities
of that series.
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Upon any exchange, owners of beneficial
interests in the global security or securities will be entitled to physical delivery of individual debt securities in certificated
form of like tenor and terms equal in principal amount to their beneficial interests, and to have the debt securities in certificated
form registered in the names of the beneficial owners, which names are expected to be provided by the depository’s relevant
participating institutions to the applicable trustee.
DTC as Depository
In the event that the Depository Trust Company,
or DTC, acts as depository for the global securities of any series, the global securities will be issued as fully registered securities
registered in the name of Cede & Co., DTC’s partnership nominee.
DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).
DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of debt securities under the DTC
system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records.
The ownership interest of each actual purchaser of each debt security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of
Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is
discontinued.
To facilitate subsequent transfers, all
debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede &
Co., or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the
Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. Beneficial Owners of debt securities may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults, and proposed
amendments to the debt security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee
holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the trustee and request that copies of notices be provided directly to
them.
Redemption notices shall be sent to DTC.
If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount
of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor
any other DTC nominee) will consent or vote with respect to debt securities unless authorized by a Direct Participant in accordance
with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to
whose accounts debt securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and
dividend payments on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds
and corresponding detail information from the issuer or trustee, on payable date in accordance with their respective holdings shown
on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and
will be the responsibility of such Participant and not of DTC, trustee, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Company or
trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments
to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to
elect to have its debt securities purchased or tendered, through its Participant, to the trustee, and shall effect delivery of
such Securities by causing the Direct Participant to transfer the Participant’s interest in the debt securities, on DTC’s
records, to the trustee. The requirement for physical delivery of debt securities in connection with an optional tender or a mandatory
purchase will be deemed satisfied when the ownership rights in the debt securities are transferred by Direct Participants on DTC’s
records and followed by a book-entry credit of tendered debt securities to the trustee’s DTC account.
DTC may discontinue providing its services
as depository with respect to the debt securities at any time by giving reasonable notice to the Company or trustee. Under such
circumstances, in the event that a successor depository is not obtained, debt security certificates are required to be printed
and delivered.
The Company may decide to discontinue use
of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, debt security certificates
will be printed and delivered to DTC.
The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility
for the accuracy thereof.
DESCRIPTION OF UNITS
As specified in the
applicable prospectus supplement, we may issue units consisting of one or more ordinary shares, preferred shares, warrants, debt
securities or any combination of such securities. Each unit will be issued so that the holder of the unit is also the holder of
each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included
security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date or occurrence.
The applicable prospectus
supplement may describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
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whether the units will be issued in fully registered or global form.
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The applicable prospectus
supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus
supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the unit agreement and,
if applicable, collateral arrangements and depository arrangements relating to such units.
TAXATION
Information regarding
taxation is set forth under the heading “Item 10.E. Taxation” in our Annual Report on Form 20-F for the fiscal year
ended December 31, 2019, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the
Exchange Act.
PLAN OF DISTRIBUTION
We may offer and sell, from time to time,
some or all of the securities covered by this prospectus up to an aggregate public offering price of $300,000,000.
Securities covered by this prospectus may
be sold from time to time, in one or more transactions, at market prices prevailing at the time of sale, at prices related to market
prices, at a fixed price or prices subject to change, at varying prices determined at the time of sale or at negotiated prices.
The securities being offered by this prospectus may be sold:
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to or through one or more underwriters on a firm commitment or agency basis;
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through put or call option transactions relating to the securities;
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through broker-dealers (acting as agent or principal);
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directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;
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through any other method permitted pursuant to applicable law; or
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through a combination of any such methods of sale.
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At any time a particular offer of the securities
covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed which will
set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including
the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting
compensation and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Such prospectus supplement,
and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with
the SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this
prospectus. In order to comply with the securities laws of certain states, if applicable, the securities sold under this prospectus
may only be sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements
is available and is complied with.
Any public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time to time.
The distribution of securities may be effected
from time to time in one or more transactions, including block transactions and transactions on The NASDAQ Global Select Market
or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated
prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be
paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions
to be received from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the
securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be
underwriting discounts. If any such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities
under the Securities Act.
Agents may from time to time solicit offers
to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the offer or
sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by
this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities
will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed
delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or
underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters,
as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set
forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable.
The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities,
we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public
at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus
supplement the name of the dealer and the terms of the transactions.
We may directly solicit offers to purchase
the securities and may make sales of securities directly to institutional investors or others. These persons may be deemed to be
underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the
prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be
entitled under agreements which may be entered into indemnification by us against specified liabilities, including liabilities
incurred under the Securities Act, or to contribution by us and the Selling Shareholders to payments they may be required to make
in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification
or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with
or perform services for us, our subsidiaries or their affiliates.
Under the securities laws of some jurisdictions,
the securities offered by this prospectus may be sold in those jurisdictions only through registered or licensed brokers or dealers.
Any person participating in the distribution
of securities registered under the registration statement that includes this prospectus will be subject to applicable provisions
of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit
the timing of purchases and sales of any of our securities by that person. Furthermore, Regulation M may restrict the ability of
any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities.
These restrictions may affect the marketability of our securities and the ability of any person or entity to engage in market-making
activities with respect to our securities.
Certain persons participating in an offering
may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids that stabilize, maintain or
otherwise affect the price of the offered securities. These activities may maintain the price of the offered securities at levels
above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids, each of which is described below.
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining
the price of a security.
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any
purchase to reduce a short position created in connection with the offering.
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member
in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering
transactions.
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These transactions may be effected on an
exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that automated
quotation system, or in the over-the-counter market or otherwise.
If so indicated in the applicable prospectus
supplement, we will authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase
offered securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set
forth in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such
contracts.
In addition, ordinary shares may be issued
upon conversion of or in exchange for debt securities or other securities.
Each series of offered securities, other
than the ordinary shares which are listed on The NASDAQ Global Select Market, will be a new issue of securities and will have no
established trading market. Any underwriters to whom offered securities are sold for public offering may make a market in such
offered securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without
notice. The offered securities may or may not be listed on a national securities exchange. No assurance can be given that there
will be a market for the offered securities.
Any securities that qualify for sale pursuant
to Rule 144 or Regulation S under the Securities Act may be sold under Rule 144 or Regulation S rather than pursuant
to this prospectus.
To the extent that we make sales to or through
one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement
between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will offer
and sell our ordinary shares to or through one or more underwriters or agents, which may act on an agency basis or on a principal
basis. During the term of any such agreement, we may sell ordinary shares on a daily basis in exchange transactions or otherwise
as we agree with the underwriters or agents. The distribution agreement will provide that any ordinary shares sold will be sold
at prices related to the then prevailing market prices for our ordinary shares. Therefore, exact figures regarding proceeds that
will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant
to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit
offers to purchase, blocks of our ordinary shares or other securities. The terms of each such distribution agreement will be set
forth in more detail in a prospectus supplement to this prospectus.
In connection with offerings made through
underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding
securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the
underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities,
including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements
to close out any related open borrowings of securities.
One or more firms, referred to as “remarketing
firms,” may also offer or sell the securities, if the prospectus supplement so indicates, in connection with a remarketing
arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for us. These remarketing
firms will offer or sell the securities in accordance with a redemption or repayment pursuant to the terms of the securities. The
prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the
remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they
remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
We may enter into derivative transactions
with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If
the applicable prospectus supplement indicates, in connection with those derivatives, such third parties (or affiliates of such
third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale
transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed from
us or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from
us in settlement of those derivatives to close out any related open borrowings of shares. The third parties (or affiliates of such
third parties) in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in
the applicable prospectus supplement (or a post-effective amendment).
We may loan or pledge securities to a financial
institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third
party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities
offered by this prospectus.
EXPENSES
The following table sets forth an estimate
of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, all of which shall
be borne by the Company. All of such fees and expenses, except for the SEC registration fee and FINRA fees, are estimated.
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SEC registration fee
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$
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32,730
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FINRA fees
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$
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15,500.00
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Transfer agent’s fees and expenses
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$
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*
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Legal fees and expenses
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$
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*
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Printing fees and expenses
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$
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*
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Accounting fees and expenses
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$
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*
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Miscellaneous fees and expenses
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$
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*
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Total
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$
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*
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_________________________
*
To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into
this prospectus.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with them. Incorporation by reference allows us to disclose important information
to you by referring you to those other documents. We incorporate by reference the filed documents listed below, except as superseded,
supplemented or modified by this prospectus:
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our Annual Report on Form 20-F
for the fiscal year ended December 31, 2019, filed with the SEC on June 29, 2020;
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our Current Reports on Form 6-K filed with the SEC on February
3, 2020, March 16, 2020, March
26, 2020, March 31, 2020, April
30, 2020, September 30, 2020,
October 1, 2020, October
6, 2020, October 8, 2020, October
15, 2020, October 28, 2020, November
4, 2020, November 9, 2020, November
13, 2020, November 25, 2020, December
4, 2020, December 7, 2020, December 7, 2020, December 8, 2020, December 16, 2020, January 6, 2021, January 20, 2021, January 27,
2021, February 2, 2021, and February 11, 2021;
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the description of our ordinary shares contained in our Registration Statement on Form F-4,
as amended, under the Securities Act, as originally filed with the SEC on May 11, 2015, as amended (Registration No. 333-204069)
under the heading “Description of Securities” and as incorporated into our Registration Statement on Form 8-A,
originally filed with the SEC on January 15, 2016;
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any Form 20-F, 10-K, 10-Q or 8-K filed with the SEC after the date of this prospectus and prior to the termination of
this offering of securities (except to the extent such reports are furnished but not filed with the SEC); and
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any Report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering
of securities, but only to the extent that the forms expressly state that we incorporate them by reference in this prospectus.
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Potential investors, including any beneficial
owner, may obtain a copy of any of the documents summarized herein (subject to certain restrictions because of the confidential
nature of the subject matter) or any of our SEC filings incorporated by reference herein without charge by written or oral request
directed to Xiaofeng Peng, Chief Executive Officer; #1128, 11/F, No. 52 Hung To Road, Kwun Tong, Kowloon, Hong Kong S.A.R. The
telephone number at our executive office is (852) 2291 6020.
You should rely only on the information
incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide
you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the
date on the front of those documents.
Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.
INDEMNIFICATION
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. SPI’s Memorandum and Articles of Association, as amended,
provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such,
except that such indemnity shall not extend to any matter in respect of any dishonesty, willful default or fraud.
This provision, however, will not eliminate
or limit liability arising under federal securities laws. SPI’s Memorandum and Articles of Association, as amended, do not
eliminate the fiduciary duties of SPI’s directors. The inclusion of the foregoing provision may, however, discourage or deter
shareholders or management from bringing a lawsuit against directors even though such an action, if successful, might otherwise
have benefited SPI and its shareholders. This provision should not affect the availability of a claim or right of action based
upon a director’s fraud or dishonesty.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling SPI, SPI has been informed that
in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
We are being represented by Loeb &
Loeb LLP with respect to legal matters of United States federal securities law and New York State law. The validity of the ordinary
shares offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Carey Olsen Hong Kong
LLP.
EXPERTS
The consolidated financial statements of
SPI Energy Co., Ltd. and subsidiaries as of and for the years ended December 31, 2019, 2018 and 2017 have been incorporated by
reference herein and in the registration statement in reliance upon the report of Marcum Bernstein & Pinchuk LLP, an independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in the accounting
and auditing.
The audit report covering the December 31,
2019 consolidated financial statements contains an explanatory paragraph that states that the Company’s working capital deficiency,
recurring losses from operations and lack of sufficient resources raise substantial doubt about the Company’s ability to
continue as a going concern. The audit report refers to a change in method of accounting for leases.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement on Form F-3 under the Securities Act with respect to the offer and sale of securities pursuant to this prospectus.
This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules thereto in accordance with the rules and regulations of the SEC and no reference is
hereby made to such omitted information. Statements made in this prospectus concerning the contents of any contract, agreement
or other document filed as an exhibit to the registration statement are summaries of all of the material terms of such contract,
agreement or document, but do not repeat all of their terms. Reference is made to each such exhibit for a more complete description
of the matters involved and such statements shall be deemed qualified in their entirety by such reference. The registration statement
and the exhibits and schedules thereto filed with the SEC may be obtained at the SEC’s website at http://www.sec.gov.
For further information pertaining to the securities offered by this prospectus and SPI Energy Co., Ltd., reference is made to
the registration statement.
SPI Energy Co., Ltd. furnishes reports
and other information to the SEC. You may read and copy any document we furnish at the website of the SEC referred to above. SPI
Energy Co., Ltd.’s file number with the SEC is 001-37678, and we began filing through EDGAR on January 2, 2003.
ENFORCEMENT OF CIVIL LIABILITIES
We are registered under the laws of the
Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits
associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, a favorable
tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services.
However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections
for investors to a significantly lesser extent. In addition, Cayman Islands companies do not have standing to sue before the federal
courts of the United States.
Substantially all of our assets are located
outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other
than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it
may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against
us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities
laws of the United States or any state in the United States. It may also be difficult for you to enforce in U.S. courts judgments
obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us, our officers and
directors.
We have appointed Cogency Global Inc., 10
E. 40th Street, 10th Floor, New York, NY 10016, as our agent to receive service of process with respect to any action brought against
us in the United States District Court for the Southern District of New York under the federal securities laws of the United States
or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County
of New York under the securities laws of the State of New York.
Carey Olsen Hong Kong LLP , our counsel
as to Cayman Islands law has advised us that there is uncertainty as to whether the courts of the Cayman Islands would, respectively,
(1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil
liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original
actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United
States or any state in the United States.
The Cayman Islands is not a party to any
treaties for the reciprocal enforcement or recognition of judgments obtained in the U.S. Courts. As such, there is no available
statutory regime in the Cayman Islands by which judgments obtained in the courts of the United States can be enforced or recognized.
However, both monetary and non-monetary foreign judgments may be enforceable in the Cayman Islands under common law, if certain
conditions are met. A judgment in personam obtained in the United States will be recognized and enforced in the courts of
the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on
the foreign judgment debt in the Cayman Islands Courts (as an unpaid debt obligation brought in fresh proceedings), provided (i)
such judgment is final and conclusive; (ii) such judgment is given by a foreign court of competent jurisdiction; (iii) it imposes
a specific positive obligation on the judgment debtor; (iv) the judgment was not obtained by fraud; (v) no new admissible evidence
relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there
is due compliance with the correct procedures under the laws of the Cayman Islands.
As a matter of public policy, the courts
in Cayman Islands will not uphold a foreign judgment if such judgment is repugnant to or contravenes the rules of natural justice
of the Cayman Islands system of law, and will also not enforce judgments that relate to the penal laws of another country, which
impose punitive damages, or which in general are in respect of taxes, fines or other penalties. Neither will the Cayman Islands
Courts enforce a judgment adjudicating in rem on the title to, or the right to possession of, immovable property in the Cayman
Islands.
Carey Olsen Hong Kong LLP has informed us
that at present, it is uncertain whether the courts of the Cayman Islands may recognize or enforce judgments predicated upon civil
liability provisions of the securities laws of the United States, as it is unclear whether the courts of the Cayman Islands will
deem such judgments as penal or punitive in nature.
$300,000,000
SPI ENERGY CO., LTD.
Ordinary Shares
Preferred Shares
Warrants
Subscription Rights
Debt Securities
Units
PROSPECTUS
February 18, 2021
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this
offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied
upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
PART II INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. SPI’s Memorandum and Articles of Association provide for indemnification
of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except that such indemnity
shall not extend to any matter in respect of any dishonesty, willful default or fraud.
This provision, however, will not eliminate
or limit liability arising under federal securities laws. SPI’s Memorandum and Articles of Association do not eliminate its
directors’ fiduciary duties. The inclusion of the foregoing provision may, however, discourage or deter shareholders or management
from bringing a lawsuit against directors even though such an action, if successful, might otherwise have benefited SPI and its
shareholders. This provision should not affect the availability of a claim or right of action based upon a director’s fraud
or dishonesty.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
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To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed or furnished pursuant to the Exchange Act of the Registrant and incorporated herein by reference.
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Incorporated by reference to Exhibits 4.7 and 4.8, respectively,
to the Registration Statement on Form F-3, Amendment No. 1 (File No. 333-240289), filed with the SEC on September 28, 2020.
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Item 10. Undertakings.
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The undersigned Registrant hereby undertakes:
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement;
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424 (b) that is part of the registration statement.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
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To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19
of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
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That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
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Any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
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The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or
its securities provided by or on behalf of the undersigned Registrant; and
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Any other communication
that is an offer in the offering made by the undersigned Registrant to the purchaser.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to
set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount
of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public
offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such offering.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and
regulations prescribed by the SEC under section 305(b)(2) of the Act.
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hong Kong S.A.R., Country of People’s Republic of China on February 18, 2021.
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SPI ENERGY CO., LTD.
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By:
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/s/ Xiaofeng Peng
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Xiaofeng Peng
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Chief Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Xiaofeng Peng
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Chief Executive Officer and Executive Chairman
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February 18, 2021
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Xiaofeng Peng
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(Principal Executive, Financial and Accounting Officer)
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/s/ Maurice Ngai*
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Director
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February 18, 2021
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Maurice Ngai
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/s/ HoongKhoeng Cheong*
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Director
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February 18, 2021
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HoongKhoeng Cheong
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/s/ Lu Qing*
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Director
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February 18, 2021
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Lu Qing
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/s/ Jing Zhang*
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Director
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February 18, 2021
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Jing Zhang
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*By: /s/ Xiaofeng Peng
Xiaofeng Peng, attorney in fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative in the United States of SPI Energy Co., Ltd., has signed this Registration
Statement in New York, New York on February 18, 2021.
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Authorized U.S. Representative
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By:
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/s/ Mitchell S. Nussbaum
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Name: Mitchell S. Nussbaum
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