Spotify F1 | Interactive Prospectus

1/264 F-1 1 d494294df1.htm FORM F-1 Table of Contents As filed with the Securities and Exchange Commission on February 28, 2018 Registration No. 333­ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F­1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Spotify Technology S.A. (Exact name of Registrant as specified in its charter) Grand Duchy of Luxembourg 7370 98­1097620 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 42­44, avenue de la Gare L­1610 Luxembourg Grand Duchy of Luxembourg (Address, including zip code, of registrant’s principal executive offices) Horacio Gutierrez General Counsel 45 West 18th Street, 7th Floor New York, New York 10011 (Name and address, including zip code, of agent for service) C o p i e s t o : Marc D. Jaffe Gregory P. Rodgers Benjamin J. Cohen Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906­1200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE. 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, please 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 post­effective amendment filed pursuant to Rule 462(c) under the Securities Act, 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 post­effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 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. ☐ Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price ( 1 ) Amount of Registration Fee Ordinary shares, nominal value of €0.000625 per share Not applicable $1,000,000,000 $124,500 ( 1 ) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.