1、2021/6/3Form F-1 https:/www.sec.gov/Archives/edgar/data/1838413/0005480/d260023df1.htm#toc1/323 F-1 1 d260023df1.htm FORM F-1 Table of Contents As filed with the Securities and Exchange Commission on May 27, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20

2、549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Full Truck Alliance Co. Ltd. (Exact name of Registrant as specified in its charter) Cayman Islands 7372 Not Applicable) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code

3、 Number) (I.R.S. Employer Identification Number) No. 123 Kaifa Avenue Economic and Technical Development Zone, Guiyang Guizhou 550009 Peoples Republic of China +86-851-8384-2056 Wanbo Science and Technology Park, 20 Fengxin Road Yuhuatai District, Nanjing Jiangsu 210012 Peoples Republic of China +86

4、-25-6692-0156 (Address and Telephone Number of Registrants Principal Executive Offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor, New York, NY 10168 +1 (800) 221-0102 (Name, address and telephone number of agent for service) Copies to: Yi Gao, Esq. Simpson Thacher pioneer in developing i

5、ndustry-wide logistics infrastructure that is digital, standardized and smart; comprehensive logistics and value-added services driving increasing user engagement; 5 2021/6/3Form F-1 https:/www.sec.gov/Archives/edgar/data/1838413/0005480/d260023df1.htm#toc15/323 Table of Contents propriet

6、ary and innovative technologies; and experienced management with technology and logistics DNA. Our Strategies We pursue the following strategies to fulfill our mission to make logistics better: grow our logistics network and the volume of transactions facilitated through our platform; expand our ser

7、vice offerings; continue to invest in infrastructure development and technology innovation; and selectively pursue strategic alliances, investments and acquisitions. Summary of Risk Factors Investing in the ADSs involves significant risks. You should carefully consider all of the information in this

8、 prospectus before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.” Risks Relating to Our Business and Industry Risks and uncertainties relating

9、to our business and industry include, but are not limited to, the following: Our historical financial and operating performance may not be indicative of our future prospects and results of operations due to the limited operating history of some of our business lines, evolving business model and chan

10、ging market; Our operations have grown substantially since inception; we may not be able to effectively manage our growth, control our expenses or implement our business strategies; Our business may be affected by fluctuations in Chinas road transportation market; If we are unable to attract or main

11、tain a critical mass of shippers and truckers in a cost-effective manner, whether as a result of competition or other factors, our platform will become less appealing to shippers and truckers, and our financial results would be adversely impacted; We may not succeed in continuing to maintain, protec

12、t and strengthen our brands, and any negative publicity about us, our business, our management, our ecosystem participants or the road transportation market in general, may materially and adversely affect our reputation, business, results of operations and growth; If our solutions and services do no

13、t achieve and maintain sufficient market acceptance or provide the expected benefits to ecosystem participants, our financial condition, results of operations and competitive position will be materially and adversely affected; If our users, other ecosystem participants or their employees engage in,

14、or are subject to, criminal, violent, fraudulent, inappropriate or dangerous activities, our reputation, business, financial condition, and operating results may be adversely impacted; If we fail to effectively match truckers with shipments and optimize our pricing models, our business, financial co

15、ndition and results of operations could be adversely affected; We cannot guarantee that our monetization strategies or our business initiatives will be successfully implemented or generate sustainable revenues and profit; and We have incurred, and in the future may continue to incur, net losses. 6 2

16、021/6/3Form F-1 https:/www.sec.gov/Archives/edgar/data/1838413/0005480/d260023df1.htm#toc16/323 Table of Contents Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: If the PRC government dee

17、ms that the contractual arrangements in relation to our consolidated VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalti

18、es or be forced to relinquish our interests in those operations; We rely on contractual arrangements with our consolidated VIEs and their shareholders to conduct a substantial part of our operations in China, which may not be as effective as direct ownership in providing operational control and othe

19、rwise have a material adverse effect as to our business; and The shareholders of our consolidated VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Risks Relating to Doing Business in China We are also subject to ri

20、sks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result

21、in our inability to sustain our growth and expansion strategies; There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations; You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in

22、 China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner; and The audit report included in this prospectus is prepared by an a

23、uditor who is not inspected by the Public Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertai

24、nty, and we could be delisted if we were unable to meet any PCAOB inspection requirement in time. Risks Relating to This Offering In addition to the risks described above, we are subject to risks relating to the ADS and this offering, including, but not limited to, the following: There has been no p

25、ublic market for our shares or the ADSs prior to this offering, and you may not be able to resell the ADSs at or above the price you paid, or at all; The trading price of the ADSs may be volatile, which could result in substantial losses to you; The dual-class structure of our share capital may rend

26、er the ADSs ineligible for inclusion in certain stock market indices, and thus adversely affect the market price and liquidity of the ADSs; and As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that d

27、iffer significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards. 7 2021/6/3Form F-1 https:/www.sec.gov/Archives/edgar/data/1838413/0001

28、480/d260023df1.htm#toc17/323 Table of Contents Recent Developments The following sets forth certain selected unaudited financial data for the three months ended March 31, 2020 and 2021. We cannot assure you that our financial results for the three months ended March 31, 2021 will be indic

29、ative of our financial results for future interim periods or for the full year ending December 31, 2021. These selected unaudited financial data are not a comprehensive statement of our financial results for the three months ended March 31, 2020 or 2021, and should not be viewed as a substitute for

30、our full interim or annual financial statements prepared in accordance with U.S. GAAP. Please refer to “Managements Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” included elsewhere in this prospectus for information regarding trends and other factors th

31、at may affect our results of operations. For the Three Months Ended March 31, 2020 2021 RMB RMB US$ (in thousands) Net revenues (including value-added taxes, “VAT”, of RMB203,308 and RMB470,195 for the three months ended March 31, 2020 and 2021, respectively) 438,569 867,154 132,897 Selected operati

32、ng expenses: Cost of revenues (including VAT net of refund of VAT, of RMB105,936 and RMB322,676 for the three months ended March 31, 2020 and 2021, respectively) (189,697) (412,800) (63,264) Sales and marketing expenses (82,265) (170,386) (26,113) General and administrative expenses (171,189) (321,9

33、76) (49,345) Research and development expenses (90,775) (138,047) (21,157) Net loss (63,284) (196,956) (30,185) Revenues We recorded net revenues of RMB438.6 million and RMB867.2 million (US$132.9 million) for the three months ended March 31, 2020 and 2021, respectively. RMB203.3 million and RMB470.

34、2 million (US$72.1 million) of our revenues were attributable to VAT in the three months ended March 31, 2020 and 2021, respectively, which were primarily related to VAT charged for freight brokerage services. Revenues from freight matching services increased by 129.7% from RMB302.7 million for the

35、three months ended March 31, 2020 to RMB695.2 million (US$106.5 million) for the same period in 2021 due to increase in revenues from freight brokerage service and freight listing service as well as growth in transaction commissions since late 2020. Revenues from freight brokerage service increased

36、by 135.9% from RMB189.2 million for the three months ended March 31, 2020 to RMB446.4 million (US$68.4 million) for the same period in 2021, primarily due to a significant increase in transaction activities involving our freight brokerage service, as Chinas road transportation industry substantially

37、 recovered from the COVID-19 pandemic, partially offset by a decrease in our average fee rate to attract more shippers to use our service. Revenues from freight listing service increased by 43.9% from RMB113.5 million for the three months ended March 31, 2020 to RMB163.3 million (US$25.0 million) fo

38、r the same period in 2021, primarily attributable to a significant increase in total paying members driven by increased shipper demand for our services. We started monetizing online transaction service by collecting commissions from truckers on certain shipping orders in August 2020. Transaction com

39、mission amounted to RMB85.5 million (US$13.1 million) for the three months ended March 31, 2021. 8 2021/6/3Form F-1 https:/www.sec.gov/Archives/edgar/data/1838413/0005480/d260023df1.htm#toc18/323 Table of Contents Revenues from value-added services increased by 26.5% from RMB135.9 million

40、 for the three months ended March 31, 2020 to RMB172.0 million (US$26.4 million) for the same period in 2021, due to the increase in revenues from credit solutions and other value-added services. Cost of revenues Our cost of revenues increased by 117.6% from RMB189.7 million for the three months end

41、ed March 31, 2020 to RMB412.8 million (US$63.3 million) for same period in 2021, primarily due to an increase in VAT, related tax surcharges and other tax costs, net of tax refunds from government authorities. Our cost of revenues as a percentage of our net revenues increased from 43.3% to 47.6% dur

42、ing the same period. For the three months ended March 31, 2020 and 2021, the gross amount of VAT was RMB258.2 million and RMB622.2 million (US$95.4 million), respectively, of which RMB244.0 million and RMB598.4 million (US$91.7 million) was related to freight brokerage service, and the amount of rel

43、ated tax surcharges and other tax costs was RMB46.2 million and RMB97.3 million (US$14.9 million), respectively, substantially all of which was related to freight brokerage service. For the same periods, the amount of tax refunds (including refunds on VAT and related tax surcharges) from government

44、authorities was RMB160.3 million and RMB358.5 million (US$54.9 million), respectively, of which RMB152.2 million and RMB299.5 million (US$45.9 million) was refunds on VAT. Substantially all of the tax refunds were related to freight brokerage service. Sales and marketing expenses Our sales and marke

45、ting expenses increased by 107.0% from RMB82.3 million for the three months ended March 31, 2020 to RMB170.4 million (US$26.1 million) for the same period in 2021, and our sales and marketing expenses as a percentage of our net revenues increased from 18.8% to 19.6% during the same period. The incre

46、ase was primarily due to (i) an increase in salary and benefits expenses by RMB31.9 million (US$4.9 million) driven by an increase in sales and marketing headcount and an increase in welfare contribution rate, (ii) an increase in advertising and marketing expenses by RMB17.3 million (US$2.6 million)

47、 as a result of new marketing initiatives, and (iii) recognition of share-based compensation expenses of RMB26.2 million (US$4.0 million). General and administrative expenses Our general and administrative expenses increased by 88.1% from RMB171.2 million for the three months ended March 31, 2020 to

48、 RMB322.0 million (US$49.3 million) for the same period in 2021, primarily due to an increase in share-based compensation expenses by RMB177.6 million (US$27.2 million). Our general and administrative expenses as a percentage of our net revenues decreased from 39.0% to 37.1% during the same period,

49、primarily due to operating leverage on higher net revenues. Research and development expenses Our research and development expenses increased by 52.0% from RMB90.8 million for the three months ended March 31, 2020 to RMB138.0 million (US$21.1 million) for the same period in 2021, primarily due to (i

50、) an increase in salary and benefits expenses by RMB27.5 million (US$4.2 million) driven by an increase in research and development headcount and an increase in welfare contribution rate, and (ii) recognition of share-based compensation expenses of RMB15.0 million (US$2.3 million). Our research and